Attached files
| file | filename |
|---|---|
| S-1/A - GC China Turbine Corp. | v187602_s1a.htm |
| EX-5.2 - GC China Turbine Corp. | v187602_ex5-2.htm |
| EX-9.4 - GC China Turbine Corp. | v187602_ex9-4.htm |
| EX-23.3 - GC China Turbine Corp. | v187602_ex23-3.htm |
| EX-23.1 - GC China Turbine Corp. | v187602_ex23-1.htm |
| EX-10.21 - GC China Turbine Corp. | v187602_ex10-21.htm |
| EX-10.23 - GC China Turbine Corp. | v187602_ex10-23.htm |
 |
Wuhan
Kaidi Electric Power Co.,
Ltd.
|
Phase I
of Fengkou Wind Farm Project in Pinglu Constructed by Wuhan Kaidi Electric Power
Co., Ltd.
Purchase
Contract for Wind Generator Set
The
buyer’s Contract No.: KG0809C-FD-PL-J001
1
The
buyer：Wuhan
Kaidi Electric Power Co., Ltd.
The
seller：Wuhan
Guoce Nordic New Energy Co., Ltd.
Signing Date:Sep.2008
|
1
.Definitions
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3
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2
.Subject of Contract
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5
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|
3
.Scope of Supply
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6
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4
.Contract Price
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6
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5 .
Payment
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7
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6
.Delivery and Transport
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9
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7.
Packing and Mark
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11
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8.
Technical Service and Liaison
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13
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9.
Quality Supervision and Inspection
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15
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10.
Installation, Debugging, Commissioning,Acceptance and after-sales
service
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19
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11.
Claim
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23
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12.
Insurance
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26
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13.
Taxes and fees
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26
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14.
Assignment, subcontracting and outsourcing
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27
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15.
Change, modification, suspension and termination of
contract
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28
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16.
Force Majure
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29
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17.
Settlement of Disputes of the Contract
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30
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18.
Execution of Contract
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30
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19.
Others
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30
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2
The
Contract No.: KG0809C-FD-PL-J001
Time and place of signature：Sep.1st, 2008，Wuhan.
The two parties：Wuhan Kaidi Electric Power Co.,
Ltd. (“The
buyer”)
Wuhan Guoce Nordic New Energy Co., Ltd.
(“The seller”)
The contract is signed by and between
the buyer and seller with friendly negotiation.The items are as follows:
1. Definitions
The terms that are used in this document
and in the appendices are hereby defined.
1.1 “The buyer” refers to Wuhan Kaidi Electric Power
Co., Ltd. Including the entity's successors and legal
assignees.
1.2 “Seller” refers to Wuhan Guoce Nordic New Energy Co.,
Ltd.Including the entity's successors and legal assignees.
1.3“Contract” refers to this document and all parts
of its appendices.Including the changes and additions made by two sides
according to the contract provision.
1.4 “Contract Price” refers to the part specified in Article
4 herein.
1.5“Effective date” refers to the effective date of the
contract specified in Article 18 herein.
1.6 “Technical Materials” refers to documents (including
drawings, various captions,
standards and various kinds of software) related to the design, production,
inspection, installation, debugging, acceptance and performance acceptance test
of the wind farm, and files applied to the correct running and maintenance of
the contractual wind farm.
1.7 “Contractual Equipments” refers to the machines, device,
materials, things, special tools, spare parts and all other things that are to
be supplied by the seller in accordance with the contract.
1.8 “Supervision” refers to that the buyer entrusts a qualified supervisory
organization to dispatch a representative or representatives to supervise the
quality of the key parts of the contractual equipments in ways of documentary
witness and on-site witness during the process of manufacturing the contractual equipments. This kind of
quality supervision does not relieve the seller of liabilities for the quality
of the contractual equipment quality.
3
1.9 “Performance Acceptance Test” refers to the test to be made in accordance with the requirements of appendix 1 herein for inspection the guaranteed performance value specified in the technical specifications.
1.10“Pre-acceptance” refers to the acceptance after
360 hours of operation and
the results of the tests indicate the guaranteed quality
has been reached,and the
acceptance of each unit by
the buyer.
1.11 “Guarantee period”refers to two years after the date of
the pre-acceptance certificate of each unit.(To the date of signing the final
acceptance certificate).
1.12 “Final Acceptance” refers to the acceptance after the quality
guarantee period. If tests prove that both performance indexes of each generator
and other terms of the contract have been performed and the running of
equipments are satisfactory
1.13 “Day, Month and Year” refers to the day, month and year by Gregorian
calendar; “Day” refers to 24 hours; “Week” refers to 7 days.
1.14 “Contractual Wind Farm”: Fengkou Wind Farm Project in
Pinglu Constructed by Wuhan Kaidi Electric Power Co., Ltd.
1.15 “Technical Service” refers to such all-through services as relevant
technical instructions, technical cooperation and technical trainings for the
engineering design, equipment construction supervision, inspection, earthwork,
installation, debugging, acceptance, performance acceptance test, running and maintenance related to
the contractual equipments supplied by the seller. Including the after-sale service after
the termination to the contract.For the seller with technique support,the
contractual service should be covered.
1.16 “Site” refers to the site of the contractual
wind farm. It is the place where the buyer will install the contractual
equipments.
1.17 “Spare parts” refers to the parts of the generator sets debuqqing and its auxiliary equipments to be
supplied according to this
contract.
1.18 “Commissioning” refers to the runs during the debugging
stage of each Single machine, complete machine, or the
systems and / or equipment of the wind power generator sets and the
commissioning stage of the wind farm.
1.19 “Generator sets” refers to a complete set of equipments
consisting of wind power generator sets and their auxiliary
equipments.
1.20 “Written Documents” refers to any manuscript, typed or
printed documents with an organization’s official seal or the signiture of corporate representative and
authorizer.
4
1.21 “Sub-contractor” refers to another legal person and
her/his successor and an assignee with the approval of this legal person who are
subcontracted the parts within the contractual scope of supply by the
seller.
1.22 “Equipment Defect" refers to such
situations that the contractual equipments (including parts, raw materials,
castings and forgings, and original parts etc.) may not meet the requirement of
performance and quality standard specified in this contract as caused by design, fabrication error
or ignorance of the seller.
1.23“Representative of
supervision”the qualified staff of supervision from
supervision unit commissioned by the buyer
2 Subject of
Contract
2.1 Seller agrees to sell to the buyer,
the buyer agrees to
purchase from Seller the contractual equipment. The object of the contract will
be used as the turbins in
the Fengkou Wind Farm
Project in Pinglu
2.2 Names,
Specifications (Types) and Quantities of Equipments
Names：Wind Turbines
Types：GCN1000
Quantities：50units；
2.3 The Plant shall be brand-new, mature,
secure, economical and complete, meet national environmental requirements, and
be designed according to specific standards, and its performance shall
comply with the
requirements of performance guarantee value as defined in Appendix 1; production
processes and raw materials categorically prohibited by laws of PRC shall not be
used.
2.4 Technical specifications, technical
and economic indicators and performance of the Contract Plant are shown in
Appendix 1 hereto.
2.5 Detailed scope of supply of the
Contract Plant supplied by the seller is shown in Appendix 2
hereto.
2.6 Detailed technical data supplied by
the seller are shown in Appendix 3
hereto.
2.7 Detailed technical services supplied by
the seller are shown in Appendix 7
hereto.
2.8 The seller is responsible for the
transport and insurance of equipment .
5
2.9 The Vender shall, within 15 years after
final acceptance of each set of the Contract Plant, continue providing the
buyer with spare parts for normal operation of
the Contract Plant at market price. Within the service life of the
Generator Set, in the event that the Vender intends to stop production of or be
unable to produce some spare parts, it has the obligation to notify the
buyer in advance so that the buyer has adequate time to place an order for
a last purchase of necessary spare parts from the
Vender. The
seller is responsible for the supply of the engineering design related to the
contractual equipments and
provide technical materials
such as the templates,
tools and models,so that
the buyer could produce the needed spare parts for the contractual
equipments,and the production of the spare parts would not constitute the infringement
to patent as well as
the industrial design rights.The buyer should return the above items
in resonable manner and situation after they have used them.
3 Scope of Supply
3.1 The scope of supply ,please see the
appendix 2.
3.2 The contractual scope of
supply includes all the
equipments, technical materials, special tools, spare
parts and consumables. , Personnel training and technical
coordination, technical services and technical guidance and equipment for
transport and transport insurance.
4 Contract Price
4.1 The price of this
contract：RMB 321.70 million
The sum of the fee includes fees of
contractual equipments(including the spare parts,special tools),technical
materials,technical service,taxes of contractual equipments,transortation and
incidental expenses from
manufacturer to project site and all the other fees related to this
contract.
4.1.1 Price of Contractual
equipment：The price of each contractural turbine
is RMB 6,000,000;50 equipments is RMB 300,000,000.
The price of this contractual
equipment includes all the
related taxes that should be paid by buyers and the taxes incurred during the
importation (such as customas , customs charges,valued-added taxes)
4.1.2The technical service fee of this contract：RMB 5.465million
The technical service fees include the fees of the
seller’s service scope in the appendix1
item8,the technical materials ,the fees occurred during the visite of seller and
its personnels to the buyer’s site,including the salary(income tax and living
expenses)and the
travelling expense,the
buyer should provide convinient conditions for technical personnels to work and
live,but the fees of living,accommodation,office,medical treatment and
transportation should be paid by the sellers.
4.1.3 Transportation expenses of the
contractual
equipments to the delivery site：RMB 9.2805million.
6
“Transportation expenses”includes two parts:
Transportation expenses of the
contractual equipments
manufacturered domestically: transportation, incidental expenses, insurance fees of the contractual equipments from starting station
(on board)/ dock (on board) to the delivery site are born by the
seller.
Transportation expenses of the
contractual equipments
manufacturered in foreign land: transportation, incidental expenses, insurance fees of the contractual equipments from
starting station (on board)/ dock (on board) to the delivery site are born by
the seller.
4.1.4 The spare parts,consumable supplies
and special tools:
RMB
6.9545million.
4.2 Itemized price see annex
6.
5. Payment
5.1 Currency used in this contract is
RMB.
5.2 Terms of payment: P.O. or
T.M.
5.3 Payment for the contract
price：The payment should be done in the manner
of 1：3：3：2.5：0.5.
5.3.1 Within 30 days from the date when
the contract comes into force, upon 15 days after submitting the following receipt which is found in
order by the buyer, the buyer will pay ten percent (600,000Yuan) of the price of each unit,according to the number of
starting equipments,for the order of materials needed in the production
of the contractual
equipments.
（1）An irrevocable letter of guarantee with the corresponding amount issued by
the seller’s bank of depoist which takes the buyer
as beneficiary.
（2）A formal fiscal receipt with
corresponding amount(One copy)
5.3.2 When the manufacturing of each set
of Contract Plant
progresses to 60% completed (i.e. hub, gear case, generator, main control
cabinet and the yaw system to the factory for general assembly, and blade
materials complete), the Vender will furnish relevant certifications to the
buyer for confirmation and submit VAT (value added tax)
invoice (one original and two duplicates) for 30% of the contract price of each
set of Plant (RMB 1.8 million) to the buyer. Within 1 month after verification,
the buyer shall pay 30% of the contract price of
this set of Plant (RMB 1.8
million) to the Vendor as the progress payment.
5.3. 3 The Vender shall, in accordance
with the order of delivery, transport each set of Contract Plant (parts and
components in Appendix 6 Schedule of Prices) to the place of delivery
within the specified time.
When the last batch of each set arrives at the delivery site, the Vender shall
submit the VAT invoice (one original and two duplicates) for 30% of the contract
price to the buyer. It also shall furnish the supply list, the
certificate of quality conformity, the bill of
lading and the packing list to the buyer, who shall pay 30% of the contract
price of this set of Plant (RMB 1.8 million) to the Vendor within 1 month after
verification.
7
5.3.4 After the installation of each set
of Contract Plant, the
single set commissioning is conducted. Having passed the preliminary acceptance,
the Vender shall submit the VAT invoice (one original and two duplicates) for
25% of the contract price (RMB 1.5 million). Within 1 month after
verification, the buyer shall pay 25% of the contract
price of this set of Plant (RMB 1.5 million) to the Vendor. If any problem is found, the
corresponding part shall be deducted.
5.3.5. 5% of the contract price of each
set of Plant is taken as the quality guarantee deposit for it.
5.3.5.1 After the granting of the final
acceptance certificate of this set of Plant by the buyer, within 1
month after the Vendor submit the following documents and the buyer verifies them, the buyer shall pay 5% of the contract price
of this set of Plant (RMB
0.3 million) to the Vendor. If any problem is found, the corresponding part
shall be deducted.
5.3.5.1.1 The financial invoice (one
original and two duplicates) for 5% of total contract price of this set Plant
shall be furnished.
5.3. 5.1.2 The copies of the final
acceptance certificate of this set Contract Plant are provided in
duplicate.
5.4 Payment of additional charges: In
total, RMB 21.7 million is to be paid for the technical services, freight and
miscellaneous charges, spare parts, consumables and special
tools, averagely RMB 0.434 million additional charges for each set Plant, which
shall be paid lump sum according to the initial sets before
delivery.
5.5 The time of payment takes the date
of issue by the buyer’s bank as the actual payment date. If this date
is later than the specified payment date, the liquidated damages shall be
calculated and paid from the specified payment date on as per Article 11.13 of
this Contract.
5.6 Subject to Articles 10 and 11 of
this Contract, as regards
paying the claim against damage, field processing and purchase agent, liquidated
damages, the Vendor shall, within one month upon receiving the buyer’s written notice for claim, pay the
amount to the buyer. If it hasn’t paid in due time, the buyer shall be entitled to deduct the
claimed amount and its interests from the amount payable in the next time of
payment.
8
6. Delivery and
Transport
6.1 The delivery date and sequence of
this contract equipment shall meet the requirement of equipment installation progress and sequence of
the project to guarantee the timeliness and completeness of
equipment.
6.2 The ownership of the equipments has
transfered from the seller to the buyer since the
delivery.The risks of the damage and loss of the equipment are born to sellers before
delivery,and should be transfered to the buyers after delivery.The seller should
abide by the legal regulation and enviromental
requirement during the equipment shipment.The transport vehicle should keep
clean and good condition,no
oil leak,exceeding exhaust emissions or illegally parked.
6.2.1 mode of shipping: motor,
Delivery place: the delivery place of
the contract equipments is the buyer’s project site.
Delivery place: Kaidi Electric Power
Fengkou Wind Farm in Pinglu
6.2.2 The mailing address of the technical
materials :Wuhan Kaidi
Electric Power Co., Ltd.
Building Kaidi 1Jiangxia Av.
East Lake New Technology
Development Zone,Wuhan
430223
The project technical materials
will be identified through signing of
supplemental agreement
6.3During the first design contact,in
accordance with the items in the appendix, the seller shall provide names, total
weight, and total volume of each batch of goods, primary delivery plan of
delivery date and total product lists under the terms of this contract and total
packing lists (including one disc or disk). 60 days and 10 days before the start of the expected
shipment of each batch of goods, the seller shall notify the buyer at twice of content of each item in article 6.6 with fax.
6.4 The time of the delivery is
based on the time
recorded（except the special situation）.Such time is the criteria for the delay
of the delivery in the item11.9.
6.5 The seller should apply to the carrier
sector the transport vichles,and be responsible for the shipment of the equipments
from the seller to the delivery place.
6.6 Within 24 hours after the goods are
ready and shipping vehicles/ships are sent off, the seller shall notify the
seller of the following contents about this batch of goods.
Contract No.;
Goods delivery starting
date;
names, codes and price of
good;
Gross weight of
goods;
Total volume of
goods;
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Total packed quantities;
Handing-over railway station/dock
name/vehicle license No./ship License No. and waybill No.;
Names, weight, volume and quantities of each
product exceeding 20 tons in weight and 9m×3m×3m in size. Center of gravity and
hoisting point must be indicated for each piece of such equipment (part) with
sketches attached.
For special products (equipments or
substances having special
requirement for environmental factors such as temperature and vibration and
explosive, flammable and poisonous substances and other dangerous products),
special indications must be made for its name, code, quality, special
protective measures, storage method and accident
treatment methods.
6.7 The products that aren’t listed in appendix1 and appendix2 but
belonged to the scope of supply should do the delivery as the buyer
required.
6.8 Before the ending of quality
guaranteeing period or three years after the
ending, in case that spare
parts in the buyer’s storage for replacing damaged
equipment or parts are used because of the damage or potential deflect caused by
the seller’s error or neglect, the seller shall be
responsible for supplement
all the used spare parts for free, and the seller shall transport them to the
designated destination railway station/dock not later than 60 days with the
knowledge of the buyer.
6.9 The seller shall, in accordance with
the provision, provide Technical materials needed for wind farm
design, construction supervision, debugging, test, inspection, training, running
and maintenance to the sell batch by batch. The seller shall give the technical
materials to the buyer
according to the appendix1 which is amount to 12sets in this
contract. A list of the
above mentioned Technical materials shall be listed.
6.10 The Technical materials are usually
delivered in the way of postal express. After each batch of Technical materials
are delivered, the seller shall notify the buyer of the delivery date,
mail No.; detailed list of Technical materials, quantity and weight and contract
No. etc. with fax within 24 hours.
6.11 The actual delivery date is considered
as the postal mark date on the consignment notice of the postal department. This date will be
used as the basis for delay penalty calculation for any late document delivery
according to article 11.10 of the contract. If it is found that technical
materials are missed, lost or damaged after checked by representatives of the buyer or seller, and not caused by
the buyer, the seller shall supplement and provide to the site the
missed, lost or damaged parts thereof for free within 7days (3days for urgent affairs) upon
receiving notification of the buyer.
10
If the Technical materials are missed, lost or
damaged because of the buyer, the seller shall supplement and provide to the
site the missed, lost or damaged parts thereof within 7 days (3days for urgent affairs) upon
receiving notification of the buyer and the fees are born by the
buyer.
6.12 The buyer can dispatch a representative
to the seller’s factory and shipment station to check
packing quality and monitor loading situation. The seller shall inform the buyer
of the delivery date 20 days in advance. If the representative of the buyer can not participate in inspection in
time, the seller has the right to send out goods. Inspection and monitoring of
the above mentioned representative may not relieve the seller of its due
liabilities.
6.13 To realize the computer management for the equipment and
materials.The seller should provide the detail packing list during the delivery
each batch,as well as the floppy disk containing corresponding part
number,figure number and equipment code.
7 Packing and Mark
7.1 All the goods delivered by the seller shall
comply with the national
standards about packing,
storage and shipping direction mark and firm packages applicable to
long-distance transport, repetitious moving, loading and unloading specified by
the national supervisory
organ. The packaging shall be complete and intact during transport, loading and
unloading process equipped with vibration-reducing and impact-proofing measures.
If the packages can not prevent the equipments from damages caused by vertical
and horizontal added speed during transport,
loading and unloading process, the buyer shall solve the problem in the design
structure of equipments. The packaging shall be equipped with protective
measures for preventing humidity, mold, corrosion and rust when needed according to equipment
characteristics. Consider to prevent freezing when in severe winter. Deliver the
goods safely to the installation site, ensuring there is no any damage or
corrosion of the goods. Before product packaging, the seller is
responsible for inspection and cleaning without
foreign things left and guaranteeing complete parts and
components.
7.2 The seller shall clearly mark
component No. and part No. in the installation daring for each bulked parts and
components within the packing box.
7.3 The seller shall print the following
marks at the four neighboring sides of each packing box in Chinese characters
with striking unfading paint.
Contract No.;
Shipment
station/dock;
Destination
station/dock;
11
Names of supply and receiving units;
Name of equipment, set No. and drawing
No.;
Box No./Piece No.;
Gross weight/net weight
(kilogram);
Volume (length×width×height, expressed with
mm).
Marks;
The date of
manufacture;
production plant;
The storage level.
For goods with or exceeding two tons, the side of the packing box
shall be indicated with center of gravity and hoisting point with common mark
and pattern for the convenience of loading, unloading and transport. According
to the goods features, different requirement for loading, unloading and transport, such words as
“gently place” “no upside-down” and “anti-rain” shall be brushed on the packing
box,and comply with the
appropriate national and international packaging standarda.
7.4 For nude packed goods, the above
mentioned relevant contents
shall be indicated with metal label or directly on the equipment. Large goods
shall be equipped with sufficient support or packing
cushions.
7.5 Within each packing box, detailed
packing list for names of sub-items, quantity, price and set No., qualification certificate and
related equipment technical materials etc. shall be
attached. One technical instruction and
eight quality certificates for product acceptance respectively
should be in the packing box of the purchased
parts. Another two packing
lists shall be sent by mail.
7.6 Spare parts listed in the contract
shall be packed respectively according to each set of equipment, and indication
shall be made at the external side of the packing box as one-time
delivery.
7.7 Spare parts shall be packed separately, and in accordance
with article 7.2, special tools shall also be separately packed. Special tools
and spare parts are shipped with the main contract goods.
7.8 Bulked parts for
equipment of each set shall adopt good packing method
and put into suitable box,
and send out within one vehicle if possible to reduce transport
fees.
7.9 Latticed box and/or similar packages
shall be capable of containing equipments and spare parts that may not be stolen
or damaged by other substances or rain.
7.10 All ports of all pipes, pipe
fittings, valves and other equipments must be protected with covers or otherwise
properly protected.
12
7.11 The seller and/or other
sub-contract shall not indicate any two boxes with one box
No..
7.12 For goods with bright and cleaning process surface in
need of accurate assembly, the process surface shall be protected with fine and
durable layer (no paint is allowed) to prevent the occurrence of rust corrosion
o r damages before installation.
7.13 The seller shall, 6 weeks after the contract comes into
force, use packages applicable for long-distance, repetitious moving, rain
prevention and humidity prevention for the Technical materials delivered and
files together with equipments. The cover of each technical material package shall indicate the
following contents:
Contract No.;
Names of supply and receiving
units;
Destination
station/dock;
Gross weight;
Box No./Piece No..
Within each material package, one
original and two duplicate copies of a detailed list of technical materials indicating
Technical materials’ sequence No., Document Item No., Name
and pages shall be attached.
7.14 Where the good are damaged or lost
because of the bad packing or keeping of the seller, anytime or anywhere, once
validated, the seller shall
be responsible for timely repairing, replacement or compensation according to
Article 11 of this contract. When the goods are damaged or lost during the
transport, the seller is responsible for negotiate with insurance company and
transport-undertaking department, and at the
same time shall supplement the goods as soon as possible to the buyer to meet
the demand of construction period.
7.15 The buyer shall return to the
seller the special packing box and frames for multiple uses after
the parts and components
are delivered and confirmed (the seller shall bear the
fees).
8 Technical Service and
Liaison
8.1The seller shall timely provide such
all-through services as relevant technical instructions, technical cooperation
and technical trainings for
the engineering design, equipment construction supervision, inspection,
earthwork, installation, debugging, acceptance, performance acceptance test,
running and maintenance related to the contractual equipments supplied by the
seller.
13
8.2 The seller shall send representatives to the
site of the contractual wind farm to provide technical service and instruct the
buyer through the process of installation,
partial commissioning, debugging and start-up according to the Technical
materials from the seller.
And the seller shall also be liable for settlement any problem concerning
manufacture quality and performance that arises during installation, debugging
and commissioning.
8.3 The seller shall submit
the plan for carrying out the services stated in item 8.1 and 8.2 in duplicate to the
buyer at the first meeting
on design in
the Fengkou Wind Farm Project in
Pinglu.
8.4 If the seller receives technical
support, the technical support side should provide documents to the buyer
through the seller.
8.5 The seller shall make sure all
personnels undertaking the design and technical guidance shall make efforts to
serve for the maximum
interest of the”wind farm”,and will not violate this
rule.
8.6 In case there
are big problems that call for the
immediate negotiation of
both parties, either of the two parties can propose a meeting and generally the
other party shall agree to attend the meeting.
8.7 As to each meeting
and other types of liaison, the meeting or liaison minute shall be signed and
enforced by both parties.
In case the contract terms and conditions are to be amended, it shall be
approved by the legal representative of both parties and the amended version
shall be the standard.It
must be agreed by both sides before the modification of the material technical project or the
contractual price.
8.8 In case the seller
is to amend the scheme for installation, debugging, running and technical
service proposed by the seller and confirmed by both parties at the meeting, the
seller shall inform the
buyer in written form for confirmation. In
order to meet the requirements of site conditions, the buyer has the right to suggest alteration or
amendment and shall inform the seller in written form. The seller shall take
full consideration and meet the requirements of the buyer as possibly as it
can.
8.9 The seller or the
buyer has the right to distribute the
materials related to the contractual equipments provided by the counterpart to
all parties involved in the project, and no forms of tort thus arises. However, in no circumstances shall
the materials be provided to the third party who is not involved in the
project.
8.10 As to the materials of the seller
and the buyer which are sealed with “CONFIDENTIAL”, both parties undertake the
confidentiality liabilities
and obligations.
8.11 In case the seller’s sub-contractor needs part of the
technical service related to the contractual equipments or works in the site, it
shall be organized by the seller and approved by the buyer. All the expenses
shall be borne by the
sub-contractor itself.
14
8.12 The seller (including
subcontracting and outsourcing) shall undertake the full liability for supply,
equipment, technical interface and technical service involved in the
contract.
8.13 As to other equipments
connected with the
contractual equipments, the seller is under the obligation to provide interface
and technical cooperation and no other expenses thus arises beyond the contract
price.
8.14 The technicians who are sent to the
site by the seller to offer services shall be experienced and competent.
The technicians shall be confirmed by the buyer during the first conference on
design. The
buyer has the right to suggest replacing those
who fail to meet the requirements, and the seller shall assign new technicians
recognized by the buyer. In
case the seller fails to make a timely reply to the request for replacing
incompetent technicians by the buyer, it shall be regarded as the delay of the
project according to item 11.11.
8.15 The seller shall be liable for the
loss caused by the
technicians’ negligence or faults in instructing the
installation, debugging and commissioning or by the seller’s failure in assigning personnel for
instruction according to the requirements.
9 Quality Supervision and
Inspection
9.1 Supervision
9.1.1 The seller should offer design,
fabrication and inspection standard catalog for the contract to the
buyer at the first meeting
on design for the wind farm project..
9.1.2 The buyer will consign supervision units who are
qualified or delegate
representatives, together with identifiers from the seller, to do equipment
construction supervision and test before leaving factory to understand the
instance of equipment assembling, inspection, testing and casing quality, and
sign. The seller has the responsibility to cooperate with
supervisors to offer relative data and standards without assuming any charge
from them in time.
9.1.3 Supervising range and detailed
supervising testing/witness item include full course of products involved in the
contract.
9.1.4 The seller should offer data
follows to the supervising test of factory stationed representatives and
supervising representatives:
9.1.4.1 When delivering equipment
materials according to the contract, producing plan of the whole equipment and
producing schedule and
inspection project per month should be offered.
9.1.4.2 Offer supervising content and
inspection time for equipment 7 days before action.
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9.1.4.3 Offer standards (including
factory standard), drawing, data, craftwork and practical craftwork course, inspection record,
relevant files and copies related to the equipment supervision in the
contract.
9.1.4.4 Give working and living
convenience to the supervising representatives.
9.1.5 Supervising inspection/witness
(usually on-site witness)
should not affect the producing schedule in gear (not including shutdown
inspection when significant problem appears), and should take practical
producing course of the seller into account. If supervising representatives can
not arrive to the locale on the informed time from the seller,
testing work of the seller’s factory can be on the rails, with the
results in effect, but the supervising representatives have the right to know,
consult and copy the report and results of inspection and testing
after (assignment to documentary witness). If
the seller checks separately without informing supervising representatives, the
buy will not accept the inspection results, and the seller should test with the
seller’s representatives on the
site.
9.1.6 Through supervision, when finding equipments and
materials not matching standards and casing in the contract, supervising
representatives have the right to make remarks and not to sign. And the seller
should improve to ensure product quality. No matter the supervising representatives know or claim to know,
the seller has the responsibility to tell initiatively and timely the big
quality defects and problems through fabrication of contracted equipment.
Keeping back is not allowed and the seller should not handle separately when the supervising unit knows
nothing about it.
9.1.7 No matter supervising
representatives are concerned with supervision and leaving factory check, or
supervising representatives attend supervision and inspection, and sign the
supervision and check
report, it can not be considered as the seller unchaining the quality insurance
responsibility under contract item 11, and it can not prevent the responsibility
the seller should take on the equipment quality.
9.1.8 The seller (including technical
support side) is fully
responsible for the quality of the equipment and any costs caused by the
Seller.
The buyer has the right to consult the
supervising record of the technical support side, if the buyer demands a
replication, the seller must provide a copy.
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9.2 Factory Inspection and
Open package inspection
9.2.1 All contracted equipment/parts
(including subcontracting and outsourcing) applied by the seller should be check
and test strictly through producing process, and parts and/or the complete
machine should be equipped
and tested before leaving factory. All check, test and assembling should be
recorded formally. And acceptance certification, as a part of technique data,
should be posted to the buyer for data save. Besides, the seller
should offer acceptance
certification and quality certification in random files.
9.2.2 The Vendor shall, 3 months before
assembly of Plants jointly inspected by both parties, notify the
buyer of the preliminary plan of inspection
and assembly and the detailed plan should be proposed one month later. The
buyer has the right of sending its
representative at its own cost to the manufacturing factory of the Vendor and
its technical support provider, for knowledge about Plant assembly, inspection,
testing and package. In case the buyer’s representative finds the Plant or any
parts defective or non-conformable to standards or packing requirements as
specified in this Contract, the representative has right to give his or her
opinion, which should be given full consideration to. The vendor shall also take corresponding
measures to guarantee the quality of delivery. The inspection and testing
procedures shall be negotiated by the buyer’s representative together with the
Vendor’s personnel. Due to its reasons, the
Vendor fails to follow the above-mentioned procedures and
notify the buyer, so that the buyer hasn’t adequate time for inspection. Then,
the buyer is entitled to require the Vendor to
postpone the ex-factory date of the main Plant according to actual
situations.
9.2.3 The seller should offer data follows to the
supervising test of factory stationed representatives and supervising
representatives:
9.2.3.1 When delivering equipment materials
according to the contract, producing plan of the whole equipment and producing
schedule and inspection
project per month should be offered.
9.2.3.2 Offer supervising content and
inspection time for equipment 7 days before action.
9.2.3.3 Offer standards (including factory
standard), drawing, data, craftwork and practical craftwork course, inspection record, relevant files and
copies related to the equipment supervision in the contract.
9.2.3.4 Give working and living convenience
to the supervising representatives.
9.2.4 The buyer commission
the sub-contractor to remind, receive, save, and manage the
equipment (including technical data), the seller shall accept such
management from the sub-contractor.
When products reach the destination, the
buyer should reach the locale within 4 days after receiving the notice from the
seller on his own expense,
and check the casing, appearance and amount according to the waybill and packing
list together with the buyer. Any unconformity that is affirmed to be the
seller’s responsibility by the two parties
should be solved by the seller.
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After the product reaching the locale, the buyer
should open the box and test the amount, specs and quality as soon as
possible(generally no more
than 7 business days). The
Project Construction Contractors should informe the seller the opening
date 5 days before the
test. The seller should sent identifiers to
attend locale test. The buyer should give working and living convenience to the
identifiers from the seller. If the seller’s personnel do not reach the locale on
time, the buyer has the right to open the box
and test separately, and
the test results and records have the effect to both sides and are the evidence
in effect when the buyer claims compensation to the
seller.
If the project construction contractor
opened the box without informing the seller or didn’t open the box untill 6months after the
reach,all the consequences are born to the buyer, the buyer could
claim compensation to the project construction contractor.
9.2.5 When any damage, defect, shortage or
unconformity to quality standard and criterion in the contract on the equipment for
the seller’s reason is found through locale test,
record should made and be signed by both parties, each side keeping one as the
gist for claiming repairing and/or changing and/or compensation; if the seller
asks the buyer to repair the equipment, all the
repairing charge should be taken by the seller; if damage or shortage for
the project construction contractor’s reason are found, the seller should
offer or change relevant parts as soon as possible after receiving
notice from the
the project construction contractor, with all charge taken by the
the project construction contractor.
9.2.6 If the seller dissents the requirements
of repairing, changing and compensation from the buyer, he should bring forward
it within 3days after receiving written notice from
the buyer, or the requirements will come into existence. If dissenting, the
seller should send representatives to the locale on his own expense to test
again within 7 days after receiving the
notice.
9.2.7 If representatives from the two parties can not
be unanimous on the test records, they can consult wind farm testing institution
to test. The test results have sanction to both sides and the test charge should
be taken by the responsible party.
9.2.8 When receiving compensation claim from the
buyer under the contract items, the seller
should repair, change or reissue the shortage as soon as possible, all charge,
including fabricating, repairing, carriage, and insurance should be taken by the
responsible party. The compensation claim laid before will be
deducted from contract fulfilling guarantee or the next payment by the
buyer.
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9.2.9 For the repairing or changing time of
equipment or parts for the seller’s reason, under the principle that
without affecting the building progress, but no later than
60 days after finding the defect, damage
or shortage, or it will be solved under item 11.9.
9.2.10 The time of the buyer claims for compensation on the tested
product will be not later than 6months after products’ reaching on equipment storing field of
contracted wild farm.
9.2.11 Inspection in item 9.2.2 to item
9.2.8 is only for the test of arrival
products. Though no problem is found or the seller has changed or repaired under
compensation claim, it can not be taken as the seller’s unchaining of quality assurance
responsibility under item 11.
9.3 The buyer will consign supervision units who are
qualified or delegate representatives, together with identifiers from the
seller, to do equipment construction supervision and test before leaving factory to
understand the instance of equipment assembling, inspection, testing and casing
quality, and sign. The seller has the responsibility to cooperate with
supervisors to offer relative data and standards without assuming any
charge from them in time,and the seller is responsible to
provide a convinient living and working condition.
9.4 During the equipment construction supervision and
test, the process should strictly implement
the regulations of the national environmental protection and occupational health and safety
laws to protect the enviroment.
9.5 The feedback from supervision staff
about the quality, environment, occupational health and safety
information is a re-assessment basis for the supplied
enterprise.
10 Installation, Debugging, Commissioning and
Acceptance
10.1 The contract equipments
are designed,installed, adjusted, run and maintained
according to the technical
martierals,acceptance standard,blueprint and instruction book.
All of the installation should be
finished under the guidance
of the techinical staffs.Both parties should collaborate sufficiently and take
effective measures to make sure the quick start of the wind farm
construction.The seller should provide the buyer significant
procedures.
10.2 After the contract equipment is finished
installation, the seller shall dispatch people to instruct debugging and solve
equipment problems during the debugging as possible.
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10.3 After installation of each set
Plant supplied, the Vendor shall be responsible for making the commissioning plan, arranging
the order of commissioning, and conducting commissioning of single set and
system, the last issue of which shall be under the sole responsibility of the
Vendor for the actual operation. Afterwards, the wind farm system commissioning begins under the
responsibility of the buyer, but the Vendor shall assist with full efforts,
providing the key points for the Plant commissioning (including the
commissioning outline, plan, technical measures and specific requirements
for commissioning), which are subject to
confirmation by the buyer. The actual operation shall be carried out by the
buyer within a period not exceeding 6 months, during which, if all Plants and
the whole set runs steadily, the full-load test run can conducted, as detailed in Appendices 1 and
5.
10.3.1 After installation of each set of
Contract Plant, the Vendor shall be responsible for making the commissioning
plan, arranging the order of commissioning, and conducting commissioning of
single set and system, the
last issue of which shall be under the sole responsibility of the Vendor for the
actual operation. The Vendor shall solve the problems found in the commissioning
within 2 months. If, for its own reasons, the Vendor delays the commissioning,
it will be treated as equal to the delay of
manufacturing time as per Article 11.9.
10.4 Performance acceptance test shall
be conducted after all the equipments of each set run stably and run
consecutively and stably for 360 hours. The buyer is responsible for this acceptance test and the seller
participates. After the performance acceptance test is completed, and the
contract equipments reach each performance guarantee index specified by power
curve and availability, the seller shall sign the equipment
performance pre-acceptance
certificate with the seller within 10 days. If the contract equipments can not
reach one or several indexes specified by the power curve and availability in
appendix , it is treated according to article 10.6 and 11.7. If the first
performance acceptance test can not reach one or
several performance guarantee values specified by the power curve and
availability in
appendix, both parties
shall analyze the reasons together and clarify liabilities which shall be born
by the responsible party for taking measures, and within 120 hours after the completion of the first
acceptance test conduct the second acceptance test,if then the wind turbine operaing
smoothly,the test is qualified.
The following external causes of
downtime, would not be considered as a wind turbine
failure:
Power failure (network parameters beyond
the technical specifications);
Weather conditions (including wind and
temperature) beyond the technical specifications specified operating
range.
10.5 Subject to the condition of not
affecting safe and reliable
run of the contract equipments, if there is certain small flaw, and that the
seller repairs the above mentioned flaws within the agreed time by both parties,
the seller may agree to sign the performance pre-acceptance
certificate.
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10.6 If the first performance acceptance
test can not reach one or several performance guarantee values specified by the
power curve and availability in appendix 1, both parties shall analyze the reasons
together and clarify liabilities which shall be born by the responsible party for taking
measures, and within 90
days after the completion
of the first acceptance test conduct the second acceptance test .
10.6.1 If it is the seller’s cause, the seller should take
effective measures to make second acceptance test achive the technical function and pay
for all the direct fees,including but not limited to the following
fees:
The fees for replacement and / or repair of
the equipment and
materials;
The cost of technical personnel for
participating in the second acceptance test of the
seller;
The cost of technical personnel for
participating in the test and repair from the buyer’s side;
The cost of the tools and equipments used in the second acceptance test.
The fees for the use of materials and consumables
in the second acceptance test excluding
the fuel costs;
The fees for the shipment of the equipment and materials
in replacement and / or
repair .
10.6.2 If it is the seller’s cause, the seller should take
effective measures to make second acceptance test achive the technical function and pay for
all the direct fees
10.7 After the second performance
acceptance test, if there are still one or several technical indexes that can
not reach the performance guarantee values specified by the technical
specification of this
contract, both parties shall study and analyze reasons together and clarify
liabilities: if it is because of the seller, article 11 of this contract is
executed; if because of the buyer, this contract equipment should be
considered as passed the performance acceptance, and within 10
days thereafter, the representative of the buyer will sign the performance
pre-acceptance certificate of this contract together with the representative of
the seller. But the seller is still obligatory to take measures with the buyer to make the
performance of the contract equipment to reach the guarantee
value.
10.8 If the commissioning and
performance acceptance test on the contract equipments can not be made due to
the buyer’s reason, after 3 months after the arrival of the contract equipment at the
site, it will taken as passed final acceptance, and within 10 days thereafter,
the buyer shall sign the final acceptance certificate together with the
seller.
10.9 Whether the performance acceptance
test of the contract
equipment is made once or twice, the buyer will issue the final acceptance
certificate within 10 days after finishing claim from the day
when the pre-acceptance certificate is issued to 24 months according to the
provision of article 11.4.
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10.10 Performance acceptance certificate issued
according to article 10.4 and 10.7 only prove that the equipment performance and
parameters are accepted up to the time when the performance acceptance
certificate is issued according to the contract requirement, but can not be considered as evidence for
relieving relevant liabilities of the seller for possible existing deflect that
may cause damage of the contract equipments. Likewise, the final acceptance
certificate shall also not be considered as evidence for relieving relevant liabilities of the seller
for possible existing deflect that may cause damage of the contract
equipments.
Potential deflect reforest to the
potential danger of the equipment that can not be found under normal situation
during manufacturing and
short-term running process. The period of liability of the seller for correcting
potential deflects shall last till the termination of the 36 months guarantee period to the first
overhaul. When such potential deflect is found (through confirmation of
both parties), the seller
shall repair or replace according to the specification of article 6.8and 11.3
hereof.
10.11 Anytime during the process of
executing the contract, for the request of the seller on inspection testing,
retesting, repairing or replacing work out of the need of the
seller’s responsibilities, the
buyer shall make arrangement to cooperate with
the above mentioned work. The seller shall bear fees for repairing, replacement
or labors. If the seller entrusts constructor of the buyer to process and/or repair and replace equipment,
or there is re-work caused by the error of the design drawings of the seller,
instruction errors of the seller, the seller shall pay fees to the
buyer according to the following formula: (all
the fees are calculated according to the rate at the time when
the fees happen).
P=ah+M+cm
Among which P – total fees (Yuan)
a – labor fee (Yuan/hour·person)
h – Person time (hour·person)
M – Material fee (Yuan)
C – Set & shift number
(set·shift)
M – Set & shift fee for each equipment
(Yuan/set·shift)
10.12 In the longevity of a wind turbine,if
the seller stop or can’t manufacture the spare parts,the seller
is responsible for informing the buyer in advance,so that there is sufficient
time for the buyer to order
the last passel of spare parts.It is the seller’s obligation to provide drawings, templates, tools, molds and
technical instructions,so
that the buyer can manufacture the needed spare parts and it will not forme tort
of patent and industral design. After using the spare parts,the
buyer should return the above items in a reasonable manner and
condition.
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10.13 In 15 years of the effective
day, the seller should distribute the materials related to the
contractual equipments
including the operating experience,technical and security materials involved in the project, and no forms of
tort thus arises.
10.14 Subject to the condition of not
affecting safe and reliable run of the contract equipments, if there is certain
small flaw, and that the seller repairs the above mentioned flaws within the
agreed time by both partie, both parties shall analyze the reasons
together and clarify liabilities which shall be born by the responsible party
for taking measures。After the quality guarantee period,it is the seller’s obligation to provide the paid services.
11. Guarantee and Claim
11.1 Quality warranty to the contract
equipment to be supplied by seller starts from the signature of acceptance
certificate for individual works. Warranty period is good for 24 months. At
the end of warranty period,
performance will be conducted on contract equipment, especially for the
reliability under the warranty.
At the end of 24-month quality warranty
period, both parties will sign off relevant certificates (final acceptance
certificate).
11.2 Seller guarantees all the equipment
to be supplied under this contract is fresh new, accommodating general and safe
operation and demonstrating long life. Also they must meet requirement specified
in the contract. Equipment must be fabricated with advanced, mature technology and best
quality. Equipment must demonstrate reliable and economical operation and is
easy for maintenance.
Seller guarantees the technical
materials to be provided as required in the technical specification under the
contract are integral and
the contents are correct and accurate. Such documents must accommodate design,
installation, commissioning, operation and maintenance of contract
equipment.
11.3. Anytime during the process of executing
the contract, for the mistake of the seller on providing
materials,technical instruction, retesting, repairing or replacing work, the
buyer shall make arrangement to cooperate with the above mentioned work. The
seller shall bear fees for repairing, replacement or labors and the
replacement or the repairing should no later than
the date of the responsibility comfirmation day within 1 month . If the buyer
can’t provide technical
materials,instruction repair and replace equipment, or there is
re-work caused by the error of the design drawings of the buyer, instruction errors of
the buyer, the buyer shall pay the fees.
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11.4 After warranty expires, the buyer
will issue within 30 days the certificate of acceptance against contract
equipment. The conditions are: Seller must finish handling all the claims and compensation which are
implemented by the buyer prior to the expiry of such warranty. However, seller
assumes no liabilities for any abnormal maintenance or wrong operation or losses
from normal wearing.
11.5 Within warranty period, if
equipment is found
defective and not conforming to contract, it is deemed as responsibility of
seller. In this case, the buyer has rights to make claim against seller. In case
of doubt by seller, clause 9.2.6 will apply. Otherwise, seller will
provide immediate and free
of chare repair or replacement, claim or arrange other parties for repair work
right after seller receives notice from the buyer regarding the
claim.
11.6 If defective equipment needs to be
replaced or repaired ,the
guarantee
period should be extended according to the replacement
or the repair.
11.7 If, due to the reasons of the Vendor,
after the performance acceptance test as specified in Article 10, each set of
Contract Plant still can’t satisfy one or many indicators defined
in Appendix 1 in the second
acceptance test, the Vendor shall pay the liquidated damages, calculated as
follows: compensation on the basis of the wind-power curve and plant
availability.
(1) Power curve is evaluated as per a
single set ≥ 96% in the
power curve form, and 1% of
the total contract price of the plant is paid as the liquidated damages for
every 1% lower.
(2) The plant availability is the
average availability of contract plant in the wind farm, and during the quality
guarantee period, the average availability of the wind Generator Set shall be
≥96%, and 1% of the total
contract price of the plant is paid as the liquidated damages for every 1%
lower. The average availability of a single set within the quality guarantee
period shall be ≥85%, and
1% of the total contract price of the plant is paid
as the liquidated damages for every 0.5% lower. The two kinds of liquidated
damages shall not be calculated at the same time, and whichever has the larger
amount shall be implemented. If the average availability of a single set within the quality guarantee
period is < 80%, the buyer is entitled to change another brand-new
Generator Set at the Vendor’s cost or return the Generator Set. Now
the Vendor shall indemnify the double of the contract price of the plant to the
buyer.
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（3）The amount of the penalty should be no
more than 10% of the total price of the contract equipment.Even if the seller
paid the penalty,it is also his obligation to provide technical support,as well
as take several measures to achive the economical objective.
11.8 For serious defects with contract
equipment during warranty period due to fault on side of seller, then the
warranty period for such components will be 12 months starting from the date of
corrections are corrected.
11.9 If seller fails (except for force majeure) to deliver
the goods to the schedule in the contract not because of the fault on side of
the buyer, actual delivery date is calculated according to clause 6.1 and 6.4.
The buyer has rights to claim penalty against seller based on following rates:
A. When delivery or payment of wind turbine or it spare parts
is delayed for
1-2weeks, (except the delay of the delivery
approved in written by the buyer), for each week, the penalty is
1‰ of the contractural price for each set.
if the delay is less than 1 week, then 1 week
will be used in the calculation.
B. When delivery or payment of wind turbine or it spare parts
is delayed for 3-4weeks, (except the delay of the delivery
approved in written by the buyer), for each week, the penalty
is 1.5‰ of the contractural price for each set
and the seller is responsible for the compensate for the sub-contractor.
if the delay is less than 1
week, then 1 week will be used in the calculation.
If defective equipment needs to be
replaced or repaired due to
fault on the side of seller, such occurrence causes stop to delivery or delay to
installation, then warranty period will be prolonged by the period equivalent of
30 days.（except the it is agreed by the buyer in
written ），the seller should pay penalty to the buyer,220,000 yuan for one set
should be charged.The payment of the penalty would not remove the
seller’s obligation to deliver the wind
turbines. If the delivery is delayed for 60days,the buyer has
rights to terminate part or the whole of the contract, all of the losses arised therefrom should
be borne by the seller.
11.10 If it is verified that
seller’s fault causes seller to fail to make
the delivery as scheduled in the specification of the contract, both parties
will verify the key technical materials, design and planned materials
which affect construction progress.
A. When delivery or payment is delayed
for 1weeks, for each week, the penalty is 20,000 Yuan for each batch. if the delay is less than 1 week, then
1 week will be used in the calculation.
B. When delivery or payment is delayed
for 2-4 weeks, for each week, the penalty is
40,000 Yuan for each
batch. if the delay is less
than 1 week, then 1 week will be used in the calculation.
C. When delivery or payment is delayed
for over 4 weeks, for each week, 60,000 Yuan for each batch. if the delay is less than 1 week, then
1 week will be used in the calculation.
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11.11 If contract performance is delayed due
to delay, negligence and or mistakes with the technical service by seller, for
each week delay, seller
will pay as penalty to the buyer 0.5% of the amount for each equipment package.
Also seller will pay for all the direct losses due to his faulty technical
service or breach of contract.
11.12 The payment of the penalty would not
remove the
seller’s obligation in the
contract.
11.13 If it is verified that the buyer postpone the
payment, the buyer should pay the penalty based on following
rates:
A. When delivery or payment is delayed
for 1-4 weeks, for each day, the penalty of each set is 0.3% of the delayed
amount.
B. When delivery or payment is delayed
for 4-24 weeks, for each day, the penalty of each set is 0.4% of the delayed
amount.
C. When delivery or payment is delayed
for over 24 weeks, for each day, the penalty of each set is 0.5% of the delayed
amount.
12 Insurance
12.1 The insurance paid by seller will
last until goods arrive on site. Insurance amount will be 100% of contract amount (one hundred and
ten percent)
12.2 The seller should provide a copy of the
insurance for the first
batch of equipment 20 days prior to the delivery to the buyer. If it is the
seller's cause that the copy of the insurance can not be
provided.
The seller should agree to the buyer's
non-payment of transport fees until the buyer received a copy of the insurance.
13. Taxes and fees
13.1 Seller will pay all the taxes and
fees rated to this contract in accordance with applicable national tax laws,
codes and regulations.
13.2 The prices contained in this
contract are tax included. Taxes and fees for equipment, technical materials, service
(including transportation) and imported equipment/parts are all included in the
contract prices and will be paid by seller.
13.3 The seller shall assist the tax
reliefs of the imported equipment and materialsthe in the project .
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14. Subcontracting and
outsourcing
14.1 Seller is not allowed to assignment
in partial or full of any part of the contract to any other
parties.
If the seller needs the content and
ratio of sub ,the buyer should approveat first.
14.2 The seller shall execute the contract in
accordance with appendix 1 and appendix 8 .
14.3 Technical service for the
equipment/components under subcontract will be handled according to clause 8.11,
8.12 .
14.4 Seller assumes all the liabilities
for all the subcontracted
equipment and components under the contract.
14.5 The content of subcontracting and
outsourcing,please see the
appendix1 and appendix8.
14.6 Seller is not allowed to assignment in
partial or full of any part of the contract to any other parties. Five big components of the wind
power generation system are not allowed for subcontracting without consent with
the buyer. If subcontract is allowed, the contents and ratio of subcontract
items must be approved by the buyer. Seller assumes all the liabilities for all the subcontracted
equipment and components under the contract.
14.7 The buyer’s right
The seller should supervise and guide
the work of its sub-contractors.If the buyer found the defect of the
sub-contractor’s work,the buyer will notify such party in writing. The violating
party will within 5 days of the notice will make
corrections to such defect. If correction fails or correction plan
cannot be proposed after
5days of another notice,
the other party will taker
all measures to make up the
defects. All the costs,
fees and claims incurred from this will be the liability of the seller.If the buyer refuse to pay for
the fees,the buyer can deduct the amount from the balance. losses caused to buyer will be paid by the seller.
14.8 Non Contractual Relationship
Whatever the Contract stipulates, it
shall not be deemed as a contractual relationship existing between the
buyer and any of the Vendor’s subcontractors for the
buyer’s approval, confirmation, agreement or
supervision of it.
14.9 Termination of
Subcontractors
In case the buyer finds that the work
any subcontractor of the Vendor doesn’t conform to the requirements of this
Contract or has serious defects, the buyer shall be entitled to require the
Vendor in written to terminate the subcontractor. The Vendor shall give
reasonable explanations within 7 days upon receiving the buyer’s written requirement to the
buyer’s satisfaction. If the buyer
isn’t satisfied with or doesn’t accept the explanation, the Vendor
shall terminate the subcontractor’s contract within 14 days upon receiving
another notice of the buyer. The exercising of the foregoing right by the buyer
shall not be subject to the restrictions of whether this subcontractor has been
approved, agreed or confirmed by the Vendor.
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15 Change, modification and termination of
contract
15.1 Once contract becomes effective,
neither party is allowed to make and unilateral and arbitrary modification to
contracts (including appendices).Any change, modification and termination
to contract should be informed to the other party in
written.
If there is change to contract price or the schedule of delivery, one side should submite the detail
instruction of the change in 7days after the receiving of the
notice. It becomes effecive after both parties agreed and signed the
agreement.
15.2 In case either party has violation
or refuses to perform the contract, the other party will notify such party in
writing. The violating party will within 7 days of the notice will make
corrections to such violations or refusal. If corrections cannot be
corrected in 7 days, correction plan is needed. If
correction fails or correction plan cannot be proposed, the other party will
reserve the rights to terminate in partial or in full the contract. For such
termination, the other
party will not issue change order. All the costs, fees and claims incurred from
this will be the liability of the opposite party. If there are other clauses
available with regards to such violation, such clauses will be applied for.
15.3 If the buyer exercise the right of termination
, the buyer has the right to stop the payment which shoud do at term of
termination.
and has the right to
claim the prepay during the exercise of the contract.15.4 During term of contract, if the
contract cannot be further
performed due to change to national planning, the seller and/or the buyer can propose to the other party to
terminate or modify affected clauses.
15.5 If the equipment cannot be
delivered due to fault on seller side, the seller will pay penalty to the buyer. Such penalty will be
30% of the amount for returned equipment.
Also losses caused to the buyer will be paid to the buyer.
15.6 If the equipment cannot be delivered
due to fault on seller side, the seller will pay penalty to the buyer. Such
penalty will be
30% of the amount for returned equipment.
Also losses caused to the buyer will be paid to the buyer.
15.7 Before the declare of the seller’s bankruptcy, the debt to the buyer in such contract
should take priority.During the change of property,there is an obligation for the
seller to make sure the the performance of the buyer’s contract.
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15.8 In case of occurrence related to clause
15.7, the buyer has rights to obtain the
takeover of all the contract equipment related tasks. Also he can at appropriate time take away all the
contract equipment related design, drawing, instructions and materials in the
premises of the seller. The ownership of such items belongs to the buyer. The
seller will provide the buyer with all the convenience for such handling so that the buyer can remove
above design, drawings and materials. The buyer will assume no liabilities for
any direct or indirect claims against the seller from termination of such
contract. In addition, both parties will reach agreement on the evaluation of the performed part of the
contract. Also they will handle all the consequences because of advance contract
termination.
15.9 Termination to contract to force
majure.
15.9.1 The seller should make sure the storgae
and insurance of all the related
documents,information,equipment (finished or semi-finished products)
and the material ,and the fees should be paid by the buyer.
15.9.2 The buyer shall not bear any liabilities for the
claims, either direct or indirect, against the Vendor by a third party due to termination of a part of or
the whole contract.
15.9.3 If the contract is partially
terminated, the other parts shall be still valid and
performed.
15.10 The obligations undertaken by both
parties of the Contract shall not extend beyond the scope of this Contract. And one party
of the Contract shall not make statements, descriptions, commitments or actions
having binding force over the other party.
16 Force Majure
16.1 Force Majure means that
when signing the contract , the incidents unforeseeable , unavoidable , and
unsolvable , including but not limited to severe natural disaster or calamity
(such as typhoon , flood , earthquake , fire or explosion etc.) , war (no matter
declared or not) , rebellion , commotion etc . Any party of the contract , because of force majure, and
execution of the contract was influenced , will delay the time limited of
pursuing the obligation of contract with the time limit equal to the duration of
force majure , but can not adjust the price of the contract due to delay caused by force
majure.
16.2 The party influenced by force
majure should notify by fax about the detail of force majure to the other party
after happening of force majure, and within 14 days delivered the proving documents issued by the authority to the
other party, the party influenced should try his best to reduce the influence
and the delayed caused, once the influence of force majure is finished, he
should notify the other party.
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16.3 If both party estimate
that the influence of force
majure might be prolonged to over 120 days, each party should solve the
execution problem of this contract through friendly negotiation.(including
delivery, installation, commissioning and acceptance etc.)。
17 Settlement of Dispute of the
Contract
17.1 All the disputes related and caused
by this contract should be solved through friendly negotiation, if negotiation
failed, any party of the contract has the right to apply for arbitration at the
arbitration institute at
the location of the buyer, and the arbitration will have power upon both
parties.
17.2 The place of
arbitration:Wuhan
17.3 Arbitral institution:Wuhan arbitration
commission.
17.4 Arbitral decision shall be binding to
both parties.
17.5 Except there are other rules,the fees
occurred in the above process should be borne by
the the losing side.
17.6 Unless other agreements exist, the
arbitration will not influence that each party continue pursue his own
obligations under the contract.
18. Execution of
contract
18.1 The contract becomes effective since
both authorized representatives signing the contract and has been
sealed.
18.2The effective date of the
contract:
The effective date will start from the
action date of the contract to when the final acceptance document is
issued, compensation finished, money paid and goods
delivered.
19. Others
19.1 The laws adapted to this contract are
the present laws of Peoples Republic of China.
19.2 The appendices included by this contract
are the crucial part of
this contract and has the same legal power.
19.3 The obligation of the parties
undertaking the contracts shall not exceed the provisions of the
contract, either party shall not make statements, representations, promises or
actions on behalf of the
other party.
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19.4 The contract sets out the
responsibilities, obligations, compensation and redress provisions of the both
parties, . Any party does not assume responsibility beyond the provisions,
obligation, compensation and redressof this contract.19.5 Any party without the permit of other
party should not assignment part or all the rights and obligations to the third
party.
19.6 For the documents and files supplied by
both parties under this contract should not be provided to any third
party unrelated to the
contract equipments and projects.
19.7 Patent：The seller should ensure the buyer, when using the
goods or any part of the good , not be impeached by third party for violation of
his patent right , brand right or industrial design right . When any third party
raises compensation for violation, the buyer should informe the seller in
7business days after the day of allegation.
the seller should response to the third party for
Settlement, and should bear the legal and economical responsibilities caused
hereinafter.Both parties
should appoint two authorized representatives
respectively,who are responsible for the technical and economical problems.The
authorized representatives’ name and postal address should informe
the other party at the effective day of the contract.
19.8 Any mail communication notification or requirement , if is
written formally and sent to the following address by people , or registered
mail , air mail , telecommunication or fax , after getting confirmation by the
people of other party and/or by communication equipment , will be deemed as having been formally accepted
by the other part
19.9 The contract should be written in
Chinese,the documents,technical materials,instruction,minutes and letters during
the business should be the Chinese version,the Chinese should have
priority.
19.10 This contract has 6 original copies and 8 duplicated copies, the seller hold 1 original copy and 1 duplicated copies. The buyer hold 5 original copy and
7 duplicated copies.
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|
Buyer
|
Seller
|
||
|
Name：
|
Wuhan Kaidi Electric Power Co.,
Ltd.
|
Wuhan Guoce Nordic New Energy Co., Ltd.
(“The
seller”)
|
|
|
Adress：
|
Building Kaidi 1Jiangxia Av.
East Lake New
Technology Development Zone,Wuhan
|
Nanhu Av. East East Lake New Technology
Development Zone,Wuhan
|
|
|
Post Code：
|
430223
|
430074
|
|
|
Contact:
|
Gao Zhiping
|
Yanhuan
|
|
|
Tel:
|
027-67869404
|
027-87985085
|
|
|
Fax：
|
027-67869067
|
027-87985096
|
|
|
Account Opening
Bank:
|
Wuhan Commercial Bank Guanshan
branch
|
Agricultural Bank of
China
|
|
|
Bank
Account
|
0120101000298
|
040001040002107
|
|
|
Registration
Number
of Taxpayer
:
|
420101764643583
|
420101792400140
|
|
|
Seal:
|
|||
|
Signature of
representatives:
|
Signature of
representatives:
|
||
|
Signature
Date:
|
Date:
|
||
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