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4. THE CONTRACT FOR SUPPLY OF TECHNOLOGY AND EQUIPMENT

4. THE CONTRACT FOR SUPPLY OF TECHNOLOGY AND EQUIPMENT (There is a big difference between Chinese and English versin) Whole Doc.

This Agreement is made the day of Between (1) a corporation incorporated under the laws of and having its principal place of business at ("the Buyer") and (2) a corporation incorporated under the laws of and having its principal place of business at ("the Supplier") Whereas the Buyer desires to construct and complete a plant at with design and engineering of the Supplier and to purchase an equipment or facility for ("the Contract Plant") and obtain from the Supplier a license on and the Supplier has agreed to such works and services upon and subject to the terms and conditions hereinafter appearing.

Now it is hereby agreed as follows: PART 1 Contract and Interpretation Article 1. Definitions The following words and expressions shall have the meanings hereby assigned to them: "Acceptance" means the acceptance by the Buyer of the Contract Plant which certifies the Supplier's fulfillment of the Contract in respect of any Performance Test required thereunder in accordance with Article 25.3 (Acceptance) hereof.

"Commissioning" means the operation of the Contract Plant or any part thereof by the Buyer following the Precommissioning pursuant to Article 24 (Erection and Precommissioning) hereof, which operation is to be carried out by the Buyer as provided in Article 25.1 (Commissioning) hereof, for the purpose of carrying out the Performance Test.

"Contract" means this Agreement entered into between the Buyer and the Supplier, and the Contract Documents shall together constitute the Contract, and the term "the Contract" shall in all such documents be construed accordingly.

"Contract Documents" means this Agreement and all Appendices hereto (including any amendments thereto), and each shall be read and construed as an integral part of the Contract between the Buyer and the Supplier.

"Contract Plant" means the plant or facility named in this Agreement and more particularly described in the Appendix 7-2 (Technical Specifications) hereto to be designed and engineered by the Supplier and to be constructed by the Buyer under the Contract.

"Contract Price" means the sum specified in Article 12.1.1 hereof, subject to such additions and adjustments thereto or deductions therefrom as may be made pursuant to the Contract.

"day" means calendar day of the Gregorian Calendar.

"Defect Liability Period" means the period of validity of the guarantees given by the Supplier as specified in Article 27.1 (Guarantees and Defect Liability Period) hereof, during which the Supplier is responsible for defects, errors or mistakes with respect to the Equipment, the Technical Documents or the Technical Services, as provided in Articles 27.2, 27.3 and 27.4 hereof respectively.

"Effective Date" means the date that the Contract enters into full force and effect upon fulfillment of all the conditions stated in Article 4 (Effective Date) hereof.

"Equipment" means the equipment, machinery, apparatuses, facilities or their spare parts as listed in Appendix 7-1 (Scope of Works and Supply) hereto which are to be supplied by the Supplier and which are to be incorporated by the Buyer under the Contract in such major and important part of the Contract Plant as may be crucial to its performance.

"Expert" means any person who may be appointed from time to time by agreement between the Buyer and the Supplier to make a decision on or to settle any dispute or difference between the Buyer and the Supplier referred to him by the parties pursuant to Article 7.2 (Reference to Expert) hereof.

"Last Major Shipment" means the last shipment of the basic lot of the Equipment as specified in Article 22.2 (Delivery) hereof.

"month" means calendar month of the Gregorian Calendar.

"Buyer's Representative" means any person appointed by the Buyer in the manner provided in Article 18.1 (Buyer's Representative) hereof to perform the duties delegated by the Buyer.

"Performance Test" means the test specified in Article 25.2 (Performance Test), to be carried out to ascertain whether the Contract Plant or a specified part thereof is able to attain the Process Performance Guarantees specified in Appendix 5 (Process Performance Guarantees) hereto in accordance with the provisions of Article 25.2 (Performance Test) hereof.

"Precommissioning" means the testing, checking and other works specified in Article 24 (Erection and Precommissioning) which are to be carried out by the Buyer in preparation for the Commissioning.

"Sub-contractor" means any person to whom execution of any part of the Works, including preparation of any design or supply of any Equipment, is sub-contracted directly or indirectly by the Supplier, and includes its legal successors or permitted assigns.

"Supplier's Engineer" means any person nominated by the Supplier and assigned to the Contract Plant to provide the Technical Services.

"Supplier's Representative" means any person nominated by the Supplier in the manner provided in Article 18.2 (Supplier's Representative) hereof to perform the duties delegated by the Supplier.

"Technical Documents" means design, drawings, specifications, parts list, calculations, manuals and instructions for installation, operation or maintenance and test certificates, barchart programme which are relevant to the Works and are to be provided by the Supplier, listed in Appendix 7-1 (Scope of Works and Supply) hereto.

"Technical Services" means the technical services provided by the Supplier's Engineer at the Contract Plant, pursuant to Appendix 7-5 (The Supplier's Engineer's Technical Services and Working Conditions) hereto.

"Technical Service Fee" means the fee for the Technical Services as specified in Article 12 (Contract Price and Technical Service Fee) hereof.

"Time for Delivery" means the time within which each batch of the Technical Documents or each lot of the Equipment is to be delivered to the Buyer by the Supplier in accordance with Articles 21.5 (Delivery of Technical Documents) and 22.2 (Delivery) hereof and the relevant provisions of the Contract.

"Works" means the supply of the Equipment and performance of the design and engineering of the Equipment and the Contract Plant, the Technical Services, and any other works and services to be carried out by the Supplier under the Contract as specified in Appendix 7-1 (Scope of Works and Supply) hereto.

Article 2. Contract Documents 2.1 Contract Documents Subject to Article 2.2 (Order of Precedence) hereof, this Agreement and the Appendices (and parts thereof) hereto are intended to be correlative, complementary and mutually explanatory of one another. The Contract shall be read as a whole.

2.2 Order of Precedence In the event of any ambiguity or conflict between this Agreement and the Appendices, this Agreement shall precede the Appendices.

Article 3. Interpretation 3.1 Language 3.1.1 All Contract Documents and all correspondence and communications to be given and all other documentation to be prepared and supplied under the Contract shall be written in the governing language specified in Article 6 (Governing Law and Language) hereof and the Contract shall be construed and interpreted in accordance with that language.

3.1.2 If any of the Contract Documents is prepared in any language in addition to the governing language, the Contract Documents in the governing language shall prevail, unless otherwise specified in Article 6 (Governing Law and Language) hereof.

3.2 Singular and Plural The singular shall include the plural and the plural the singular except where the context otherwise requires.

3.3 Headings The headings and marginal notes in the Contract Documents are included for ease of reference, and shall not constitute a part of the Contract, nor affect its interpretation.

3.4 Persons Words importing persons or parties shall include firms, corporations and government entities.

3.5 Incoterms "Incoterms" means the international rules for the interpretation of trade terms published by the International Chamber of Commerce (1990 edition).

Unless inconsistent with any provision of the Contract, the meaning of any shipping term and the rights and obligations of the parties thereunder shall be as ascribed by "Incoterms".

3.6 Entire Agreement Subject to Article 17.4 hereof, the Contract constitutes the entire agreement between the Buyer and the Supplier with respect to the subject matter of the Contract and supersedes all communications, negotiations and agreements (whether written or oral) of the parties with respect thereto made prior to the signing date of this Agreement.

3.7 Amendment No amendment or other variation of the Contract shall be effective unless it is in writing, is dated, expressly refers to the Contract, and is signed by a duly authorized representative of each party hereto.

3.8 Independent Contractor The Supplier shall be an independent contractor performing the Contract. The Contract does not create any agency, partnership, joint venture or other joint relationship between the parties hereto.

Subject to the provisions of the Contract, the Supplier shall be solely responsible for the manner in which the Works are performed. All employees, representatives or Sub-contractor engaged by the Supplier in connection with the performance of the Contract shall be under the complete control of the Supplier and shall not be deemed to be employees of the Buyer, and nothing contained in the Contract or in any sub-contract awarded by the Supplier shall be construed to create any contractual relationship between any such employees, representatives or Sub-contractor and the Buyer.

3.9 Non-Waiver 3.9.1 Subject to Article 3.9.2 below, no relaxation, forbearance, delay or indulgence by either party in enforcing any of the terms and conditions of the Contract or the granting of time by either party to the other shall prejudice, affect or restrict the rights of that party under the Contract, nor shall any waiver by either party of any breach of the Contract operate as a waiver of any subsequent or continuing breach of the Contract.

3.9.2 Any waiver of a party's rights, powers or remedies under the Contract must be in writing, dated and signed by an authorized representative of the party granting such waiver, and must specify the right and the extent to which it is being waived.

3.10 Severability If any provision or condition of the Contract is prohibited or rendered invalid or unenforceable, such prohibition, invalidity or unenforceability shall not affect the validity or enforceability of any other provisions and conditions of the Contract.

Article 4. Effective Date 4.1 The Contract shall enter into full force and effect on the date when all of the following conditions have been fulfilled: (1) this Agreement has been duly executed for and on behalf of the Buyer and the Supplier; (2) acquisition by the Supplier of an export licence from its government authorities; (3) acquisition by the Buyer of an import licence from its government authorities; (4) issue of the letter of credit and the letter of guarantee as specified in Article 13 (Terms of Payment) hereof; and (5) ......

Each party shall use its best efforts to fulfill the above conditions for which it is responsible as soon as practicable.

4.2 If the Contract has not become effective pursuant to Article 4.1 above within months from the date of signing this Agreement due to reasons not attributable to the Supplier, the parties shall discuss and agree on an equitable adjustment to the Contract Price and the Time for Delivery and/or other relevant conditions of the Contract.

Article 5. Notices 5.1 All notices to be given under the Contract shall be sent to the Buyer or the Supplier, as the case may be, at the address set forth below: To the Buyer: Attention: To the Supplier: Attention: Unless otherwise stated in the Contract, all notices to be given under the Contract shall be in writing, and sent by personal delivery, airmail post, special courier, cable, telegraph, telex, facsimile or Electronic Data Interchange (EDI) to the address of the relevant party set out above, provided that: 5.1.1 Any notice sent by cable, telegraph, telex, facsimile or EDI shall be confirmed within two (2) days after dispatch by notice sent by airmail post or special courier, except as otherwise specified in the Contract.

5.1.2 Any notice sent by airmail post or special courier shall be deemed (in the absence of evidence of earlier receipt) to have been delivered ten (10) days after dispatch and in proving the fact of dispatch it shall be sufficient to show that the envelope containing such notice was properly addressed, stamped and conveyed to the postal authorities or courier service for transmission by airmail or special courier.

5.1.3 Any notice delivered personally or sent by cable, telegraph, telex, facsimile or EDI shall be deemed to have been delivered on the date of its dispatch.

5.1.4 Either party may by ten (10) days' notice to the other party in writing change its postal, cable, telex, facsimile or EDI address or addressee for receipt of such notices.

5.2 In this Article, notices shall include any approvals, consents, instructions, orders and certificates to be given under the Contract.

Article 6. Governing Law and Language 6.1 The governing law of the Contract shall be the laws of .

6.2 The governing language of the Contract shall be English.

Article 7. Settlement of Disputes 7.1 Arbitration 7.1.1 If any dispute or difference of any kind whatsoever shall arise between the Buyer and the Supplier in connection with or arising out of the Contract including without prejudice to the generality of the foregoing any question regarding its existence, validity or termination or the execution of the Works, whether during the progress of the Works or after their completion and whether before or after the termination, abandonment or breach of the Contract, the parties shall seek to resolve any such dispute or difference by mutual consultation.

7.1.2 If the parties fail to solve such dispute or difference by mutual consultation, then either party may give to the other party a notice that a dispute or difference exists, specifying its nature, the point (s) in issue and its intention to refer the dispute to arbitration.

If the parties fail to resolve such dispute or difference by further consultation within a period of thirty (30) days from the date upon which such notice of dispute has been given, the dispute or difference shall be referred to and finally settled by arbitration under the Rules of Conciliation and Arbitration of the International Chamber of Commerce (ICC) by one or more arbitrators (not to exceed three) who shall be appointed under such rules. The award of the arbitrator(s) shall be final and binding on the parties.

7.1.3 If the tribunal shall consist of three arbitrators, one of them shall be nominated by each party and the third shall be chosen by mutual agreement by the parties within thirty (30) days of the nomination of the last of the two arbitrators nominated by the parties. If the parties fail to agree upon the third arbitrator within such period, the said third arbitrator shall be nominated in accordance with the rules agreed by the Buyer and the Supplier under Article 7.1.2 above.

7.1.4 The place of the arbitration shall be (name of a third country).

7.1.5 The language of the arbitration shall be the language specified in Article 6 hereof.

7.2 Reference to Expert 7.2.1 Notwithstanding the provisions of Article 7.1 (Arbitration) above save insofar as they relate to mutual consultation, either party may give a notice to the other of its desire to refer to an Expert any dispute or difference falling within any one or more of the categories set out at (a) to (g) (inclusive) below. On each such occasion and within fourteen (14) days of such notice being given or such longer period as the parties may agree, the parties may by mutual agreement: (i) appoint an Expert to which the dispute or difference shall be referred; or (ii) request the International Chamber of Commerce (ICC) acting through its International Centre for Technical Expertise (ICTE) to appoint an Expert to which the dispute or difference shall be referred, which appointment will be made within twenty-one (21) days of the request being made to the ICTE.

If the parties fail to reach agreement on either of paragraphs (i) or (ii) above within the above specified period, the dispute or difference shall not be referred to an Expert, without prejudice to the right of either party to refer such dispute or difference to arbitration forthwith in accordance with Article 7.1 (Arbitration) above.

The relevant disputes or differences which may be referred to such Expert shall include a dispute or difference: (a) that may arise concerning approval of design provided in Article 21 (Design and Engineering) hereof; or (b) that may arise concerning a change in the Works provided in Article 36 (Change in Works) hereof, including the grant of an extension of time, extra payment to the Supplier and any amendment or modification to the Supplier; or (c) that may arise concerning the valuation of any additional cost or expense incurred by the Supplier and/or any additional time required as a result of the suspension provided in Article 38 (Suspension) hereof; or (d) that may arise concerning the certification of sums allegedly due to the Supplier; or (e) that may arise concerning the results of test and/or inspection provided in Article 23 (Test and Inspection) hereof; or (f) that may arise as to whether Time for Delivery under Article 22 (Supply and Delivery) hereof is attained, whether the Buyer's failure to issue an Acceptance Certificate under Article 25. 3 (Acceptance) hereof is justified, or what extensions of time under Article 37 (Extension of Time for Delivery) hereof should be given; or (g) any other dispute or difference which the parties specifically agree from time to time to refer to the Expert.

7.2.2 The Expert shall inform the parties of his decision in writing within thirty (30) days of the closing of submissions made to him by the parties and in any event within sixty (60) days of the date of his appointment.

7.2.3 If either party is not satisfied with a decision by the Expert as provided in Article 7.2.2 above, such party may within fourteen (14) days after receipt of such decision give a notice to the other party stating that it will not abide by such decision. In this case, such dispute or difference may be referred to and finally settled by arbitration pursuant to Article 7.1 (Arbitration) hereof.

If neither party gives such notice to the other party within fourteen (14) days after receipt of such decision, such decision shall become final and binding on the parties.

7.2.4 Unless the parties agree otherwise, the proper fees and costs of the Expert shall be shared equally by the parties.

7.2.5 If any dispute or difference is referred to an Expert hereunder, neither party shall refer such dispute or difference to arbitration until either (a) the Expert fails to produce a determination within the period stipulated at Article 7.2.2 above or (b) one party gives a notice to the other party pursuant to Article 7.2.3 above.

7.3 Notwithstanding any reference to an Expert or arbitration hereunder, (a) the parties shall continue to perform their respective obligations under the Contract unless the parties otherwise agree; and (b) the Buyer shall pay to the Supplier any monies due and owing to the Supplier.

PART II Subject Matter of Contract Article 8. Scope of Works 8.1 General The Supplier's obligations cover the grant of license for use of the production technology and know-how, the performance of the basic design and detailed design, procurement and supply of the Equipment including the spare parts thereof, the provision of the Technical Services and training and the performance of other associated work and services for and relating to the Contract Plant, all as specifically set forth and limited to in Appendix 7-1 (Scope of Works and Supply) hereto. The Supplier shall provide the services of engineers, designers and other persons necessary for the performance of the Works and shall proceed to and pursue the completion of the Works in accordance with the plans, procedures, specifications, drawings, codes and standards and any other documents as specified in Appendix 7-2 (Technical Specifications) hereto.

8.2 Equipment and Spare Parts The Supplier agrees to procure, inspect and expedite the Equipment for delivery FOB vessels at ports of shipment (or CIF ocean ports of destination) in accordance with the terms of Article 22.2 (Delivery) hereof.

Within the Contract Price for the Equipment specified in Article 12 (Contract Price and Technical Service Fee) hereof, the Supplier agrees to supply as a part of the Equipment those spare parts as required for the erection, installation and the Commissioning of the Equipment up to the Acceptance as per the list of the spare parts specified in Appendix 7-1 (Scope of Works and Supply) hereto. The Supplier shall procure, inspect, expedite and deliver these spare parts in the same manner as specified for the Equipment in accordance with the terms of the Contract.

8.3 Spare Parts for Operation In addition to the stipulations in Article 8.2 (Equipment and Spare Parts) above, the Supplier also agrees to supply spare parts required for the operation and maintenance of the Equipment for the period specified in Appendix 7-1 (Scope of Works and Supply) hereto. However, the Buyer shall pay to the Supplier the price of such spare parts, including other costs and expenses relating to the supply of the same, in addition to the Contract Price for the Equipment specified in Article 12.1.1 hereof. Such price and other terms and conditions for the supply of such spare parts shall be separately agreed in writing between the Buyer and the Supplier when the identity, specifications and quantities of the said spare parts have been determined between the Buyer and the Supplier.

8.4 Technical Documents The Supplier agrees to prepare and submit to the Buyer the Technical Documents as per the list of the Technical Documents as specified in Appendix 7-1 (Scope of Works and Supply) hereto in accordance with the terms of the Contract.

8.5 Technical Services The Supplier agrees to provide the Technical Services at the Contract Plant as specified in Appendix 7-5 (The Supplier's Engineer's Technical Services and Working Conditions) hereto in accordance with the terms of the Contract.

8.6 Training The Supplier shall be responsible for conducting the training of the Buyer's operating and maintenance personnel as specified in Appendix 7-1 (Scope of Works and Supply) hereto. The maximum number of man-months, places and periods of training and the responsibility for associated costs and expenses are as specified in Appendix 7-1 (Scope of Works and Supply) hereto. All other conditions including the program for and nature of the training shall be agreed between the Buyer and the Supplier.

Article 9. Supplier's Manner of Execution of Works 9.1 The Supplier shall execute and complete the Works with due care and diligence in accordance with the Contract.

9.2 The Supplier shall comply with all laws in force in the country where the Works are carried out, whether national, provincial, municipal or otherwise, affecting the performance of the Contract and binding upon the Supplier. The Supplier shall indemnify and hold harmless the Buyer from and against any and all liabilities, damages, claims, fines, penalties and expenses of whatever nature arising out of or resulting from the violation of such laws by the Supplier or its personnel, including the Sub-contractors and their personnel but without prejudice to Article 10. 1 (Information and Data) below.

Article 10. Buyer's Responsibilities 10.1 Information and Data The Buyer shall provide the Supplier with all information and data as may be required by the Supplier concerning the basic design of the Contract Plant as specified in Appendix 7-1 (Scope of Works and Supply) hereto. The Buyer shall ensure the correctness and exactitude of all such information and/or data except where otherwise expressly stated in the Contract.

10.2 Design and Documents The Buyer shall provide such design, drawings and/or. documents for the Contract Plant (other than those provided by the Supplier) as specified in Appendix 7-1 (Scope of Works and Supply) hereto and shall obtain the Supplier's consent to them before the Buyer proceeds further with its works. Upon request by the Supplier, the Buyer shall allow the Supplier to have access to other Buyer's works for review by the Supplier.

10.3 Equipment and Materials The Buyer shall procure and supply all equipment, materials and facilities required for the Contract Plant except for the Equipment supplied by the Supplier pursuant to Appendix 7-1 (Scope of Works and Supply) hereto. The Buyer shall obtain all necessary import permits and take delivery of all the Equipment including spare parts to be supplied by the Supplier at the designated point of FOB (or at the designated ocean ports of destination in case of CIF) and undertake all import clearance and subsequent transportation thereof to the Contract Plant.

10.4 Construction and Commissioning The Buyer shall be responsible for all the civil works, construction, erection, testing, the Precommissioning, the Commissioning and operation of the Contract Plant in accordance with the Technical Documents and under the relevant Technical Services to be rendered by the Supplier as specified in Appendix 7- 5 (The Supplier's Engineer's Technical Services and Working Conditions) hereto.

10.5 Cost and Expenses The Buyer shall execute and complete its work and services at its own cost and with due care and diligence in accordance with the Contract.

Article 11. Time Schedule 11.1 Without prejudice to Article 26 (Delivery Time Guarantee) hereof, the Supplier shall proceed with the Works in accordance with the time schedule specified in Appendix 7-4 (Time Schedule) hereto subject to any extension under Article 37 (Extension of Time for Delivery) hereof. The Buyer shall also proceed with its work in accordance with the time schedule as specified in Appendix 7-4 (Time Schedule) hereto.

PART III Payment Article 12. Contract Price and Technical Service Fee 12.1 The Buyer hereby agrees to pay to the Supplier the Contract Price and the Technical Service Fee in consideration of the performance by the Supplier of its obligations hereunder, as specified below: 12.1.1 The Contract Price shall be (Currency).

The breakdown of the Contract Price is as follows; (1) Paid Up License Fee (2) Total Design Fee 1) Basic Design Fee 2) Detail Design Fee 3) Total (3) Price of Equipment The detail breakdown of the Contract Price is as specified in Appendix-I (Breakdown of Contract Price) hereto.

12.1.2 The Technical Service Fee is as specified in Appendix 7-5 (The Supplier's Engineer's Technical Services and Working Conditions) hereto.

12.2 The Contract Price shall be a firm lumpsum not subject to any alteration except in the event of a change in the Works specified in Article 36.1 hereof or as otherwise provided in the Contract.

12.3 The Contract Price includes the supply of spare parts required up to the Acceptance of the Contract Plant as described in Article 8.2 hereof and Appendix 7-1 (Scope of Works and Supply) hereto.

However, the Contract Price does not cover the supply of any other spare parts, including those recommended by the Supplier as required for the period of years' operation of the Contract Plant from the date of the Acceptance as described in Article 8.3 hereof and Appendix 7-1 (Scope of Works and Supply) hereto. The Buyer shall pay to the Supplier the price of such spare parts, including the purchase price therefor and other costs and expenses relating to the supply of the same, in addition to the Contract Price specified in Article 12.1.1 above. Such price and other terms and conditions for the supply of such spare parts shall be separately agreed in writing between the Buyer and the Supplier when the identity, specifications and quantities of the said spare parts have been determined in accordance with Article 8.3 hereof.

Article 13. Terms of Payment 13.1 The Contract Price and the Technical Service Fee shall be paid by the Buyer to the Supplier at the times, in the manner, and in accordance with the provisions of Appendix 2 (Payment Terms) hereto and Appendix 7-5 (The Supplier's Engineer's Technical Services and Working Conditions) hereto, respectively.

13.2 The Buyer shall, not later than days after the signing date of this Agreement, deliver to the Supplier a letter of credit and a letter of guarantee issued by a first class bank acceptable to the Supplier, in the form of Appendix 3 (Form of Letter of Credit/Guarantee) hereto and shall maintain such letter of credit and such letter of guarantee throughout the Contract.

In the event that the Contract changes after the issue of the letter of credit and the letter of guarantee, the Buyer shall arrange for such letters to be amended to reflect such change as soon as possible thereafter.

13.3 No payment made by the Buyer hereunder shall be deemed to constitute acceptance by the Buyer of the Works or any part(s) thereof.

13.4 In the event that the Buyer fails to make any payment on its respective due date or within the period set forth in the Contract, the Buyer shall pay to the Supplier interest on the amount of such delayed payment at the rate(s) shown in Appendix 2 (Payment Terms) hereto for the period of delay until payment in full, whether before or after judgment or arbitral award.

Article 14. Bonds 14.1 Issuance of Bonds The Supplier shall provide the bonds specified below in favor of the Buyer at the times, and in the amount, manner and form specified below.

14.2 Advance Payment Bond 14.2.1 The Supplier shall deliver to the Buyer not later than days after the Effective Date, a bond in the form of Appendix 4-1 (Advance Payment Bond) hereto issued by a bank acceptable to the Buyer for a sum equal to the amount of the advance payment calculated in accordance with Appendix 2 (Payment Terms) hereto.

14.2.2 The amount of the bond shall be reduced in proportion to the price for the Equipment under Article 12.1.1 hereof actually delivered by the Supplier from time to time and shall automatically become null and void upon the date of the Last Major Shipment.

14.2.3 The bond shall be returned to the Supplier immediately after its expiry.

14.3 Performance Bond 14.3.1 The Supplier shall deliver to the Buyer not later than days after the Effective Date, a bond in the form of Appendix 4-2 (Performance Bond) hereto for the due performance of the Contract issued by a bank acceptable to the Buyer for a sum equal to per cent of the Contract Price. The bond shall be reduced to per cent of the Contract Price on the date of the Last Major Shipment and shall automatically become null and void months after the date of the Last Major Shipment or months after the date of the Acceptance of the Contract Plant, whichever comes earlier.

Notwithstanding the foregoing, if the Defect Liability Period is extended with respect to any part of the Equipment in accordance with Article 27.2.7 hereof, the Supplier shall arrange for the bond to remain valid until the expiration of the Defect Liability Period with respect to such part in an amount equal to per cent of the Contract Price of that part.

14.3.2 The bond shall be returned to the Supplier immediately after its expiry.

14.4 Retention Bond 14.4.1 If the Contract provides for retention money to be withheld by the Buyer from the payments of the Contract Price, the Supplier may provide to the Buyer a retention bond(s) in the form of Appendix 4-3 (Retention Bond) hereto issued by a bank acceptable to the Buyer for a sum equal to the retention money withheld by the Buyer.

Upon receipt of the bond(s), the Buyer shall immediately pay to the Supplier all the retention money withheld up to the sums guaranteed by the bond(s).

14.4.2 The bond shall automatically become null and void on months after the date of the Last Major Shipment or the date of the Acceptance of the Contract Plant, whichever comes earlier.

14.4.3 The bond shall be returned to the Supplier immediately after its expiry.

14.5 Claim under Bond If the Buyer considers itself entitled to any claim under any bond, it shall so notify the Supplier specifying the default of the Supplier upon which it bases its claim. Subject to full compliance with the requirements and procedures stated in the applicable bond, the Buyer may claim under the bond to the extent of the loss or damage incurred by the Buyer by reason of such default.

Article 15. Taxes and Duties 15.1 15.1.1 Except as otherwise specifically provided in the Contract, the Supplier shall bear and pay all taxes, duties, levies and charges assessed on the Supplier, its Sub-contractors or their employees by all local, state or national government authorities in connection with the Works in and outside the country where Contract Plant is located.

15.1.2 The Buyer shall be entitled to deduct withholding tax required under applicable tax laws of the country where the Contract Plant is located and the "AGREEMENT BETWEEN THE GOVERNMENT OF THE PEOPLE'S REPUBLIC OF CHINA AND THE GOVERNMENT OF FOR THE AVOIDANCE OF DOUBLE TAXATION AND THE PREVENTION OF FISCAL EVASION WITH RESPECT TO TAXES ON INCOME" for the account of the Supplier from payment of the Paid Up License Fee, the Basic Design Fee and the Technical Service Fee and to pay the same to the appropriate taxing authority. In such case, the Buyer shall furnish the Supplier with an official tax receipt or other appropriate evidence issued by such taxing authority.

15.2 Notwithstanding Article 15.1 above, the Buyer shall bear and promptly pay all customs, import and export duties, value added taxes and business taxes on the Works, and withholding tax on any sum payable except the Paid Up License Fee, the Basic Design Fee and the Technical Service Fee imposed by the laws of the country where the Contract Plant is located.

15.3 If any tax exemption, reductions, allowances or privileges may be applicable in the country where the Contract Plant is located, the Buyer shall use its best endeavors to enable the Supplier to benefit from any such tax savings to the maximum allowable extent.

15.4 For the purpose of the Contract, it is agreed that the Contract Price and the Technical Service Fee specified in Article 12 (Contract Price and Technical Service Fee) hereof is based on the taxes, duties, levies and charges prevailing at the date hereof in the country where the Contract Plant is located (hereinafter called "Tax" in this Article 15.4).

If any of the rates of Tax is increased or decreased or a new Tax is introduced or an existing Tax abolished or any change in interpretation or application of any Tax occurs in the course of the performance of the Contract, which was or is to be assessed on the Supplier, Sub-contractors or their employees in connection with the performance of the Contract, an equitable adjustment of the Contract Price and the Technical Service Fee shall be made to reflect any such change by addition to the Contract Price and the Technical Service Fee or deduction therefrom, as the case may be, in accordance with Article 34 (Change in Laws and Regulations) hereof.

PART IV Intellectual Property Article 16. Licence/Use of Technical Information 16.1 For the operation and maintenance of the Contract Plant incorporating the process(es) specified in Appendix 6 (Licence Conditions) hereto, and subject to the conditions therein contained, the Supplier shall grant a non-exclusive and non-transferable licence (without the right to sub-license) to the Buyer under the patents, utility models or other industrial property rights owned by the Supplier or by a third party from whom the Supplier has received the right to grant licences thereunder, and shall also grant to the Buyer a non-exclusive and non-transferable right (without the right to sub-license) to use the know-how and other technical information disclosed to the Buyer under the Contract. Nothing contained herein shall be construed as transferring ownership of any patent, utility model, trademark, design, copyright, know-how or other intellectual property right from the Supplier or any third party to the Buyer.

16.2 The fully Paid Up Licence Fee for the grant of the licence and rights under Article 16.1 above shall be included in the Contract Price and paid to the Supplier by the Buyer for the operation and maintenance by the Buyer of the Contract Plant at its specified design capacity pursuant to Article 12 (Contract Price and Technical Service Fee) hereof. The operation of the Contract Plant by the Buyer in excess of such design capacity or any extension or modification by the Buyer of the Contract Plant which results in an increase in such design capacity of the Contract Plant shall be subject to the conditions specified in Appendix 6 (Licence Conditions) hereto.

16.3 The copyright in all drawings, documents and other materials containing data and information furnished to the Buyer by the Supplier hereunder shall remain vested in the Supplier or, if they are furnished to the Buyer directly or through the Supplier by any third party including process licensor(s) or suppliers of the Equipment, the copyright in such materials shall remain vested in such third party.

Article 17. Confidential Information 17.1 The Buyer and the Supplier shall keep confidential and shall not, without the written consent of the other party hereto, divulge to any third party any documents, data, know-how or other information furnished directly or indirectly by the other party hereto in connection with the Contract whether such information has been furnished prior to, during or following termination of the Contract. Notwithstanding the above, the Supplier may furnish to its Sub-contractor such documents, data, know-how and other information it receives from the Buyer to the extent required for the Sub-contractor to perform its works under the Contract, in which event the Supplier shall obtain from such Sub-contractor an undertaking of confidentiality similar to that imposed on the Supplier under this Article 17.

17.2 The Buyer shall not use such documents, data, know- how and other information received from the Supplier for any purpose other than the operation and maintenance of the Contract Plant or the Equipment.

Similarly, the Supplier shall not use such documents, data, know-how and other information received from the Buyer for any purpose other than the design, procurement of the Equipment, or such other work and services as are required for the performance of the Contract.

17.3 The obligation of a party under Articles 17.1 and 17.2 above, however, shall not apply to that information which: (a) now or hereafter enters the public domain through no fault of that party; or (b) can be proved to have been in the possession of that party at the time of disclosure and which was not previously obtained, directly or indirectly, from the other party hereto; or (c) otherwise lawfully becomes available to that party from a third party under no obligation of confidentiality.

17.4 The above provisions of this Article 17 shall not in any way modify any undertaking of confidentiality given by either of the parties hereto prior to the signing date of the Agreement in respect of process or equipment.

17.5 The provisions of this Article 17 shall survive termination for whatever reason of the Contract.

PART V WORK EXECUTION Article 18. Representatives 18.1 Buyer's Representative 18.1.1 If the Buyer's Representative is not named in the Contract, then within fourteen (14) days of the Effective Date, the Buyer shall appoint and notify the Supplier in writing of the name of the Buyer's Representative. The Buyer may from time to time appoint some other person as the Buyer's Representative in place of the person previously so appointed and shall give a notice of the name of such other person to the Supplier without delay. No such appointment shall be made at such a time or in such a manner as may impede the progress of the Works. Such appointment shall only take effect upon receipt of such notice by the Supplier. The Buyer's Representative shall represent and act for the Buyer at all times during the currency of the Contract. All notices, instructions, orders, certificates, approvals and all other communications under the Contract shall be given by the Buyer's Representative, except as herein otherwise provided.

All notices, instructions, information and other communications given by the Supplier to the Buyer under the Contract shall be given to the Buyer's Representative, except as herein otherwise provided.

18.1.2 The Buyer's Representative may at any time delegate to any person any of the powers and duties vested in him. Any such delegation may be revoked at any time. Any such delegation or revocation shall be subject to a prior notice signed by the Buyer's Representative and any notice of delegation or revocation shall specify the powers and duties thereby delegated or revoked. Such delegation or revocation shall become valid when a copy thereof has been delivered to the Supplier.

Any act or exercise by any person of powers and duties delegated to him in accordance with this Article 18.1.2 shall be deemed to be an act or exercise by the Buyer's Representative.

18.2 Supplier's Representative 18.2.1 If the Supplier's Representative is not named in the Contract, then within fourteen (14) days of the Effective Date, the Supplier shall appoint and notify the Buyer in writing of the name of the Supplier's Representative.

18.2.2 The Supplier's Representative shall represent and act for the Supplier at all times during the currency of the Contract and shall give to the Buyer all the Supplier's notices, instructions, information and all other communications under the Contract.

All notices, instructions, information and all other communications given by the Buyer to the Supplier under the Contract shall be given to the Supplier's Representative, except as herein otherwise provided.

The Supplier shall not revoke the appointment of the Supplier's Representative without the Buyer's prior written consent, which shall not be unreasonably withheld. If the Buyer consents thereto, the Supplier shall appoint some other person as the Supplier's Representative pursuant to the procedure set out in Article 18.2.1 above.

18.2.3 The Supplier's Representative may at any time delegate to any person any of the powers, functions and authorities vested in him. Any such delegation may be revoked at any time. Any such delegation or revocation shall be subject to a prior notice signed by the Supplier's Representative and any notice of delegation or revocation shall specify the powers, functions and authorities thereby delegated or revoked. No such delegation or revocation shall take effect unless and until a copy thereof has been delivered to the Buyer. Any act or exercise by any person of powers, functions and authorities so delegated to him in accordance with this Article 18.2.3 shall be deemed to be an act or exercise by the Supplier's Representative.

18.2.4 The Buyer may by notice to the Supplier object to any representative or person employed by the Supplier in the execution of the Works who shall, in the reasonable opinion of the Buyer, misconduct himself or be incompetent or negligent or commit a serious breach of the site regulations. The Buyer shall provide evidence of the same whereupon the Supplier shall remove such person from the Works.

18.2.5 If any representative or person employed by the Supplier is removed in accordance with Article 18.2.4 above, the Supplier shall where required promptly appoint a replacement in his stead.

Article 19. Work Program 19.1 Program of Works Within a time mutually agreed upon between the Buyer and the Supplier after the date of the Agreement, the Supplier shall prepare and submit to the Buyer a program of the Works showing the sequence in which it proposes to carry out the Works and the date by which the Supplier reasonably requires that the Buyer shall have fulfilled its obligations under the Contract so as to enable the Supplier to execute the Works in accordance with the program. The program so submitted by the Supplier shall accord with any dates and periods specified in the Contract. The Supplier shall revise the program as and when appropriate and shall submit all such revisions to the Buyer.

Article 20. Sub-contracting/Nominated Sub-contractor(s) 20.1 Sub-contracting The Supplier may sub-contract any part of the Works to any third party with exception of the nominated Sub-contractor under Article 20.2 (Nominated Sub-contractor(s)) hereof.

20.2 Nominated Sub-contractor(s) 20.2.1 If, before the date of the Contract, the Buyer requests that the certain part of the Works shall be executed by a specific sub-contractor within the Buyer's country nominated or recommended by the Buyer (such sub-contractor being hereinafter referred to as "Nominated Sub-contractor"), then the Supplier shall consider such request by the Buyer.

20.2.2 Notwithstanding the request by the Buyer, the Supplier shall not be required by the Buyer or be under any obligation to employ any Nominated Sub-contractor in the following circumstances: (a) if the Nominated Sub-contractor declines to enter into a sub-contract with the Supplier whereby the Nominated Sub-contractor undertakes towards the Supplier the like obligations and liabilities as the Supplier has to the Buyer in respect of the subject matter of the subcontract and whereby the Nominated Sub-contractor will save harmless and indemnify the Supplier from and against any breach by the Nominated Sub-contractor of the sub-contract and similarly indemnify the Supplier from and against any negligence by the Nominated Sub-contractor; or (b) if the Supplier objects to employ the Nominated Sub-contractor for any of the following reasons: (i) the Supplier considers that it would be prevented or prejudiced from carrying out any of its obligations under the Contract for specified reasons if it employed the Nominated Sub-contractor; or (ii) the Supplier considers that the Nominated Sub-contractor would be incompetent or unreliable in its performance of the work to be sub-contracted for specified reasons.

20.2.3 If the Supplier shall decline to enter into a sub-contract for any of the reasons set out in Article 20.2.2 above, the Buyer shall do one of the following: (a) withdraw the nomination and make the Supplier select its Sub-contractor at its own discretion; or (b) the Buyer may enter into a direct contract with such sub- contractor for such work whereupon such work shall not be included in the definition of the term "Works" specified in Article 1 (Definitions) hereof and shall be included in the Buyer's scope of works set forth in Appendix 7-1 (Scope of Works and Supply) hereto; or 20.2.4 If the Supplier judges that the Nominated Sub-contractor is capable and appropriate to perform the works specified by the Buyer and enters into the sub-contract with the Nominated Sub-contractor, the Supplier shall be responsible to the Buyer for the full performance of the sub-contract by the Nominated Sub-contractor, provided however that, if the Nominated Sub- contractor becomes impossible to perform the sub-contract in proper way due to its financial conditions, the Buyer shall indemnify the Supplier from losses and damages suffered by the Supplier due to such situation. In this case the Buyer shall appoint another Sub-contractor being no less qualified and capable than the previous Sub-contractor as the Nominated Sub-contractor and the parties hereto shall treat such change as change in the Works in accordance with Article 36 (Change in Works) hereof.

Article 21. Design and Engineering 21.1 Design and Drawings 21.1.1 The Supplier shall execute the basic and detailed design work within the scope of the Works specified in Appendix 7- 1 (Scope of Works and Supply) hereto, in compliance with the provisions of the Contract, or where not so specified, in accordance with good engineering practice.

21.1.2 The Supplier shall be entitled to disclaim responsibility for any design, data, drawing, specification or other document, or any modification thereof provided or designated by or on behalf of the Buyer by giving a notice of such disclaimer to the Buyer.

21.2 Codes and Standards Wherever references are made in the Contract to codes and standards in accordance with which the Works shall be executed, the edition or the revised version of such codes and standards current at the date of signing this Agreement shall apply unless otherwise specified.

Within months from the Effective Date, the Supplier shall submit the relevant standards, codes and its list to the Buyer.

21.3 Approval of Technical Documents by Buyer 21.3.1 The Supplier shall prepare (or cause its Sub- contractors to prepare) and furnish to the Buyer the documents listed in Appendix 7-3 (Documents for Approval by the Buyer) hereto for its approval as specified.

Any part of the Works covered by or related to the documents to be approved by the Buyer shall be executed only after the Buyer's approval thereof.

21.3.2 Within fourteen (14) days after receipt by the Buyer of any document requiring the Buyer's approval in accordance with Article 21.3.1 above, the Buyer shall either return one copy thereof to the Supplier with its approval endorsed thereon or shall notify the Supplier in writing of its disapproval thereof and the reasons therefor and the modifications which the Buyer proposes. If the Buyer fails to take such action within the said fourteen (14) days, then the said document shall be deemed to have been approved by the Buyer.

21.3.3 The Buyer shall not disapprove any document except on the ground that the document does not comply with some specified provision of the Contract or that it is contrary to good engineering practice.

21.3.4 If the Buyer disapproves the document, the Supplier may either modify the document and resubmit it for the Buyer's approval in accordance with Article 21.3.2 above, or may dispute the disapproval in accordance with Article 21.3.5 below. If the Buyer approves the document subject to modification(s), the Supplier may either accept the modification(s), whereupon the document shall be deemed to have been approved, modify the document and re-submit it for the Buyer's approval in accordance with Article 21.3.2 above or dispute the modification(s) in accordance with Article 21.3.5 below.

21.3.5 If any dispute or difference shall arise between the Buyer and the Supplier in connection with or arising out of the disapproval by the Buyer of any document and/or any modification (s) thereto which cannot be settled between the parties within a reasonable period, then such dispute or difference may be referred to an Expert for determination in accordance with Article 7.2 (Reference to Expert) hereof. If such dispute or difference is referred to an Expert, the Buyer shall give instructions as to whether or not and, if so, how the Works are to proceed. The Supplier shall proceed with the Works in accordance with the Buyer's instructions, provided that if the Expert upholds the Supplier's dispute of the disapproval and if no notice has been given by the Buyer under Article 7.2.3 hereof, then the Supplier shall be reimbursed by the Buyer for any additional costs incurred by reason of such instructions and shall be relieved of such responsibility or liability in connection with the dispute and the execution of the instructions as the Expert shall decide and the Time for Delivery shall be extended accordingly.

21.3.6 The Buyer's approval, either with or without modification(s), of the document furnished by the Supplier shall not relieve the Supplier of any responsibility or liability imposed upon it by any provisions of the Contract except where and to the extent that the Expert upholds the Supplier's dispute of the modification(s).

21.3.7 The Supplier shall not depart from any approved document unless the Supplier has first submitted to the Buyer an amended document and obtained the Buyer's approval thereof pursuant to the provisions of this Article 21.3.

If the Buyer requests any change in any already approved document and/or in any document based thereon, the provisions of Article 36 (Change in Works) hereof shall apply to such request.

21.4 Design Liaison 21.4.1 Both parties shall participate in design liaison meetings as follows: 21.4.2 Within month after the Effective Date, shall at its own cost dispatch its engineer to to participate in the kick-off meeting for the period of . At the end of the kick-off meeting the Buyer and the Supplier shall sign the kick-off meeting protocol.

21.4.3 Within month after the Effective Date, shall at its own cost dispatch its engineer to to participate in the basic design review meeting for the period of . At the end of the basic design review meeting the Buyer and the Supplier shall sign the basic design review meeting protocol.

21.4.4 Within month after the Effective Date, shall at its own cost dispatch its engineer to to participate in the detail design review meeting for the period of . At the end of the detail design review meeting the Buyer and the Supplier shall sign the detail design review meeting protocol.

21.4.5 During the period of the design work, the Buyer may send his engineer at its own expense to the Supplier's relevant design offices or shops of the Equipment manufacturers to understand the relevant technical data relating to the Supplier's design or the Equipment, provided that the Supplier's Works are not hindered or the relevant Equipment manufacturer agrees to receive the Buyer's engineer. The Supplier shall assist for the Buyer to arrange entry visa and sojourn formalities.

21.4.6 During the performance of the Works, the Supplier shall answer in time the questions put forward by the Buyer in connection with the design and technical problems in the scope of the Contract.

21.4.7 Detailed contents, time, place and participants of the design liaison meetings are specified in Appendix 7-1 (Scope of Works and Supply) hereto.

21.5 Delivery of Technical Documents 21.5.1 The Technical Documents shall be delivered on CPT (Carriage Paid To) destination airport (in case of air cargo) or destination place (in case of special courier) in accordance with Incoterms. The contents, number of copies and delivery schedule of the Technical Documents are stipulated in Appendix 7-1 (Scope of Works and Supply) hereto.

21.5.2 Not later than seven (7) days before dispatching the Technical Documents, the Supplier shall notify the Buyer by cable/ telex/fax of the Contract number, approximate number of parcels, approximate gross weight and expected date of arrival at .

21.5.3 Within working days after dispatching the said Technical Documents, the Supplier shall notify the Buyer by cable/telex/fax of; (a) In case of Air Cargo the Contract number, number of parcels, gross weight, dispatching date, flight number, and air waybill number, (b) In case of Special Courier Services the Contract number, number of parcels, gross weight, dispatching date and cargo receipt number.

21.5.4 The date of air waybill (in case of air cargo) or the date of cargo receipt (in case of special courier services) shall be deemed to be as the actual delivery date of the Technical Documents.

21.5.5 In case of any shortage, loss or damage caused to the Technical Documents due to the Supplier's responsibilities before the delivery thereof, the Supplier shall make supplementary delivery for the part short, lost or damaged within days after receiving the Buyer's notification without any charge.

21.5.6 Within working days after delivery of each batch of Technical Documents, the Supplier shall send to the Buyer the following documents: (a) Air waybill in copies (marked with the Contract number and notifying the forward agent of the Buyer at the destination airport).

(b) Detailed list of Technical Documents in 2 copies.

21.5.7 The Technical Documents shall be properly packed to withstand numerous handling and longdistance transportation and to protect damages from moisture and rain. The surface of each package shall be marked with the following printed words: (a) Contract No.: (b) Consignee: (c) Destination: (d) Shipping Mark: (e) Gross Weight (Kg): (f) Case No. \Bale No.: Detailed list which indicates title, series number and number of pages of the delivered Technical Documents shall be enclosed in each package together with the Technical Documents.

21.6 Buyer's design and engineering The Buyer shall perform and complete its scope of the design and engineering specified in Appendix 7-1 (Scope of Works and Supply) hereto in accordance with the Supplier's Technical Documents and proper design and engineering practice. If any technical document prepared by the Buyer is defective, inadequate or insufficient, the Buyer shall correct such defect, inadequacy or insufficiency at the Buyer's expense and any additional expenses incurred by the Buyer and/or the Supplier due to such defect, inadequacy or insufficiency shall be borne by the Buyer, including but not limited to, expenses for repair, replacement or modification of equipment procured by the Buyer or the Equipment, or additional construction expenses incurred by the Buyer in accordance with Article 27.2 hereof.

The scope of design undertaken by the Buyer and the contents of technical documentation supplied by the Buyer to the Supplier is specified in Appendix 7-1 (Scope of Works and Supply) hereto. The Supplier shall take it as the basis for its design.

If the Supplier requests the Buyer for review by the Supplier of the technical documents prepared by the Buyer in accordance with Appendix 7-1 (Scope of Works and Supply) hereto, the Buyer shall submit the relevant technical documents requested by the Supplier to the Supplier for review.

If Supplier considers necessary, the Supplier is entitled to assign and dispatch its engineer(s) to the Buyer's design office to give technical advice and instructions.

Such Reviews by the Supplier do not relieve the Buyer from the Buyer's responsibilities in relation to correctness or appropriateness of the technical documents prepared by the Buyer.

Article 22. Supply and Delivery 22.1 Supply of Equipment Subject to Article 14.2 (Advance Payment Bond) hereof, the Supplier shall procure and supply all the Equipment in an expeditious and orderly manner.

22.2 Delivery 22.2.1 The Equipment shall be delivered on FOB ports basis in accordance with Incoterms.

The Supplier shall complete the delivery of the Equipment in basic lots in accordance with the final delivery schedule specified in Article 22.2.3 hereof. In addition to the above basic lots the Supplier shall deliver the following lots, however these additional lots shall not be considered as one of the above basic lots.

(1) Foundation templates and anchor bolts of the Equipment shall be delivered in lot(s) within months from the Effective Date.

(2) Catalyst(s), chemical(s) and/or lubricant oil which are to be supplied by the Supplier in accordance with Appendix 7-1 (Scope of Works and Supply) hereto shall be delivered in lot(s) not later than months before the commencement of the Commissioning.

(3) The total gross weight of the Equipment is approximately metric tons and the total volume is approximately cubic meters.

The port(s) of shipments are . The port of destination is .

22.2.2 Within months after the Effective Date, the Supplier shall submit to the Buyer; (a) the preliminary delivery schedule in six (6) copies which specifies the Contract number, item number, name of the Equipment, quantity, total price, approximate total gross weight, approximate total volume, time of each shipment, shipping port, name of dangerous or inflammable Equipment, and (b) approximate dimensions (length, width and height) of the over-sized or over-weighted Equipment.

The maximum limit of the weight of each inseparable integrated Equipment is metric tons while the maximum limit of measurement is X X meters.

22.2.3 Not later than months before the first delivery, the Supplier shall submit to the Buyer, (a) the final delivery schedule in six (6) copies, which specifies the Contract number, despatch number, item number, name of the Equipment, quantity, total price, approximate total gross and net weight, approximate total volume, approximate dimensions (length x width x height) and volume of each packaging case, time of each shipment, identification of basic lots and additional lots, shipping port, name of dangerous or inflammable Equipment and IMO No., and (b) special requirements and precautions to be taken for transportation and storage of dangerous or inflammable Equipment.

22.2.4 The date of "on board bill of lading" shall be deemed to be the actual delivery date of the respective Equipment.

22.2.5 Not later than days before the readiness of each shipment, 22.2.5.1 The Supplier shall notify the Buyer by cable/telex/ fax of the following information: (a) Contract number (b) Date of readiness of the Equipment (c) Total volume (d) Total gross weight (e) Total number of packages (f) Shipping port (g) Name, total gross weight and measurement of each package of the over-sized or over-weight Equipment (h) Name and IMO number of the dangerous or inflammable Equipment 22.2.5.2 At the same time the Supplier shall submit to the Buyer the following documents, each in six (6) copies: (a) The detailed list of the shipment covering the Contract number, item number, name of the Equipment, specification, type, quantity, total price, the dimensions of each package (length X width X height), total number of packages and name of shipping port (b) Overall packing sketch for each package of the over-sized or over-weight Equipment (C) Description covering names, properties, special protective measures and way of handling an accident for any dangerous or inflammable Equipment (d) Description of the special precautions to be taken for the Equipment with a special requirement for temperature, shock, etc. during the transportation Another copy of the said documents shall be submitted to the forward agent of the Buyer at the port of destination as a basis for arranging transportation, loading and unloading of the Equipment by the Buyer.

22.2.6 Each discrete part of the Equipment shall be shipped as a whole. Their special tools for erection and easily worn out parts shall be dispatched along with the Equipment concerned. In case that any Equipment which are normally to be shipped on deck, the Supplier shall be responsible for their proper packing and take special protective measures.

22.2.7 At the latest days before the arrival of the carrying vessel at the shipping port, the Buyer shall notify the Supplier by cable/telex/fax of the name of the carrying vessel, expected date of arrival, age and classification of the vessel, shipping agent and other information necessary for the shipment (in case of substitution of the vessel or alteration of the shipping schedule, the Buyer or its shipping agent shall duly inform the Supplier to this effect).

22.2.8 In the event of the Supplier's failure in effecting shipment upon the arrival of the Buyer's vessel at the shipping port, the demurrage, dead freight and other relevant charges thus incurred shall be for the Supplier's account. Such charges shall be calculated and settled in accordance with the relevant documents issued by the shipping company.

22.2.9 Provided the Supplier has the Equipment ready for shipment by the expected date of arrival of the carrying vessel, and the Buyer's vessel fails to arrive at the loading port within days after the expected date of shipment, the storage charges, insurance premium, interest and all the other additional expenses thus incurred by the Supplier within the said days shall be for the Supplier's account.

The storage charges, insurance premium, interest and all the other additional expenses thus incurred by the Supplier from the 31st day shall be reimbursed by the Buyer against the Supplier's invoice accompanied with the necessary accounting documents certifying the expenses incurred and the reimbursement shall be made within days after receipt of the Supplier's invoice by the Buyer. In this case the Supplier shall be relieved from the delivery time guarantees specified in Article 26 (Delivery Time Guarantees) hereof.

If the Buyer and the Supplier agree, the Supplier may deliver the above Equipment on CIF port basis at the Buyer's account. The Buyer shall reimburse freight and insurance premium against the Supplier's invoice accompanied with the necessary accounting documents certifying the expenses incurred and the reimbursement shall be made within twenty (20) days after receipt of the Supplier's invoice by the Buyer.

If the above Equipment is not delivered on board due to the Buyer's reason within months from the expected date of delivery, the Buyer shall make the payment for the said Equipment and the risk therefor shall be transferred from the Supplier to the Buyer.

However, the Supplier shall deliver the Equipment on board the carrying vessel at the Supplier's own expenses in accordance with the Buyer's notification as soon as arrival of the vessel at the shipping port.

22.2.10 Within working days after each shipment is effected the Supplier shall inform the Buyer by cable/telex/fax of the Contract number, the date and number of bill of lading, name of the carrying vessel, name of the Equipment, total price, total number of packages, total weight and total volume of the Equipment. For each large piece of Equipment or dangerous Equipment, if any, as mentioned in Article 22.2.5.1 hereof, measurement (length x width x height) shall be additionally informed.

22.2.11 After the Last Major Shipment is achieved the Buyer and the Supplier shall conclude the protocol which confirms the achievement of the Last Major Shipment. The date of the Last Major Shipment shall be the date of the bill of lading for the Equipment of the last basic lot identified in the final delivery schedule.

(Alternative: CIF basis) 22.2 Delivery 22.2.1 The Equipment shall be delivered on CIF port basis in accordance with Incoterms.

The Supplier shall complete the basic lot of delivery of the Equipment in accordance with the final delivery schedule specified in Article 22.2.3 hereof. In addition to the above basic lots the Supplier shall deliver the following lots, however these additional lots shall not be considered as one of the above basic lots.

(1) Foundation templates and anchor bolts of the Equipment shall be delivered in lot(s) within months from the Effective Date.

(2) Catalyst(s), chemical(s) and/or lubricant oil which are to be supplied by the Supplier in accordance with Appendix 7-1 (Scope of Works and Supply) hereto shall be delivered in lot(s) not later than months before the commencement of the Commissioning.

(3) .

The total gross weight is approximately metric tons and the total volume is approximately cubic meters.

22.2.2 Within months after the Effective Date, the Supplier shall submit to the Buyer; (a) the preliminary delivery schedule in six (6) copies which specifies the Contract number, item number, name of the Equipment, quantity, total price, approximate total gross weight, approximate total volume, time of each shipment, shipping port, and name of dangerous or inflammable Equipment, and (b) approximate dimensions (length, width and height) of the over-sized or over-weighted Equipment.

The maximum limit of the weight of each inseparable integrated Equipment is metric tons while the maximum limit of measurement is X X meters.

22.2.3 Not later than months before the first delivery, the Supplier shall submit to the Buyer, (a) the final delivery schedule in six (6) copies, which specifies the Contract number, despatch number, item number, name of the Equipment, quantity, total price, approximate total gross and net weight, approximate total volume, approximate dimensions (length X width X height) and volume of each packaging case, time of each shipment, identification of basic lots and additional lots, shipping port, name of dangerous or inflammable Equipment and IMO No., and (b) special requirements and precautions to be taken for transportation and storage of dangerous or inflammable Equipment.

22.2.4 The date of "on board bill of lading" shall be deemed to be the actual delivery date of the respective Equipment.

22.2.5 Not later than days before the readiness of each shipment.

22.2.5.1 The Supplier shall notify the Buyer by cable/telex/ fax of the following information: (a) Contract number (b) Date of readiness of the Equipment (c) Total volume (d) Total gross weight (e) Total number of packages (f) Shipping port (g) Name, total gross weight and measurement of each package of the over-sized or over-weight Equipment (h) Name and IMO number of the dangerous or inflammable Equipment 22.2.5.2 At the same time the Supplier shall submit to the Buyer the following documents, each in six (6) copies: (a) The detailed list of the shipment covering the Contract number, item number, name of the Equipment, specification, type, quantity, total price, the dimensions of each package (length X width X height), total number of packages and name of shipping port (b) Overall packing sketch for each package of the over-sized or over-weight Equipment (c) Description covering names, properties, special protective measures and way of handling an accident for any dangerous or inflammable Equipment (d) Description of the special precautions to be taken for the Equipment with a special requirement for temperature, shock, etc. during the transportation Another copy of the said documents shall be submitted to the forward agent of the Buyer at the port of destination as a basis for arranging transportation, loading and unloading of the Equipment by the Buyer.

22.2.6 Each discrete part of the Equipment shall be shipped as a whole. Their special tools for erection and easily worn out parts shall be dispatched along with the Equipment concerned. In case that any Equipment which are normally to be shipped on deck, the Supplier shall be responsible for their proper packing and take special protective measures.

22.2.7 The Supplier shall procure and maintain the Marine Cargo Insurance for the Equipment at the Supplier's cost, which insurance shall cover "all risks" and "war risk" with amount of one hundred and ten (110) percent of the invoice value of each Equipment from manufacturer's warehouse to warehouse at the destination port basis.

If any Equipment is damaged or lost in the course of transportation due to any accident, the Supplier shall assist the Buyer to claim for compensation against insurance company.

22.2.8 Within working days after each shipment is effected the Supplier shall inform the Buyer by cable/telex/fax of the Contract number, the date and number of bill of lading, name of the carrying vessel, name of the Equipment, total price, total number of packages, total weight and total volume of the Equipment. For each large piece of Equipment or dangerous Equipment, if any, as mentioned in Article 22.2.5.1 hereof, measurement (length X width X height) shall be additionally informed.

22.2.9 If unloading of the Equipment at the port of destination delays due to port congestion, then the Supplier shall immediately inform the Buyer of the situation. If the Supplier is requested by shipping company to pay demurrage the Buyer shall reimburse the said demurrage to the Supplier against the Supplier's invoice accompanied with the necessary accounting documents certifying amount of the demurrage and the reimbursement shall be made within days after receipt of the Supplier's invoice by the Buyer.

22.2.10 The Buyer shall receive the Equipment delivered to the destination port upon arrival of the cargo. Before the unloading of the Equipment at the destination port will be commenced, the Buyer shall finish all necessary formalities with the port authorities concerned, and other arrangement at the port to receive the Equipment. Any excess costs incurred by the Supplier due to the Buyer's default or negligence to fulfill his obligation herein shall be for the Buyer's account.

22.2.11 After the Last Major Shipment is achieved the Buyer and the Supplier shall conclude the protocol which confirms the achievement of the Last Major Shipment. The date of the Last Major Shipment shall be the date of the bill of lading for the Equipment of the last basic lot identified in the final delivery schedule.

22.3 Packing and Marking 22.3.1 The Supplier shall have the Equipment properly packed in wooden cases and shall take measures to protect the Equipment from moisture, rain, rust, corrosion and shock, etc. according to their different shapes and special features so as to withstand numerous handling, loading and unloading as well as long-distance sea and inland transportation to ensure the safe arrival of the Equipment at the Contract Plant without any damage or corrosion.

22.3.2 The Supplier shall mark the following on two (2) sides of each packaging case of the Equipment with indelible paint in conspicuous English printed words: (a) Contract No.: (b) Shipping Mark: (c) Destination: (d) Consignee: (e) Case No. \Bale No.: (f) Gross\Net Weight (Kg): (g) Measurement (length X width X height in Cm): 22.3.3 Should the Equipment weight or more than metric tons, gravity and hoisting position shall be marked in English with international trade transportation practice marks and illustrative marks so as to facilitate loading, unloading and handling.

In accordance with characteristics and different requirements in loading, unloading and transportation of the Equipment, the packaging case shall be conspicuously marked with "Handle With Care", "Right Side Up", "Keep Dry" or etc. in English and with appropriate international trade practice marks and illustrative marks.

22.3.4 The shipping marks under Article 22.3.3 hereof shall be indicated with metal labels for the Equipment delivered without packaging case.

For the Equipment loaded on deck, sufficient shores or chocks should be provided by the Supplier.

22.3.5 The loose accessories in package or bundle shall be labeled by the Supplier, which label indicates the Contract number, name of the Equipment and name of the said accessories. Spare parts and tools shall be marked with the words "Spare Parts" or "Tools" besides the above particulars.

22.3.6 The following documents shall be enclosed in each package of the Equipment: (1) Packing list in two (2) copies; (2) Overall assembling drawings for machines and parts which need to be assembled at the Contract Plant in two (2) copies.

22.3.7 Should the Equipment be damaged or lost due to the Supplier's improper packing and/or inadequate protective measures before shipping, the Supplier shall be responsible for repair or replacement therefor.

22.4 Customs Clearance The Buyer shall, at its own expense, handle all imported Equipment at the point(s) of import and any formalities for customs clearance.

Article 23. Test and Inspection 23.1 The Supplier shall, at its own expense, carry out at the place of manufacture all such test and/or inspection of the Equipment as are specified in the Contract.

23.2 The Buyer shall be entitled to attend the aforesaid test and/or inspection by its own duly authorized and designated inspector, provided that the Buyer shall bear all costs and expenses incurred in connection with such attendance including, but not limited to, all traveling and board and lodging expenses.

23.3 Whenever the Supplier is ready to carry out any such test and/or inspection, the Supplier shall give a reasonable advance notice of such test and/or inspection and of the place and time thereof. The Supplier shall obtain from any relevant third party or manufacturer any necessary permission or consent to enable the Buyer's inspector to attend the test and/or inspection.

23.4 The Supplier shall provide the Buyer with a report of the results of any such test and/or inspection.

If the Buyer's inspector fails to attend the test and/or inspection, or if it is agreed between the parties that the Buyer's inspector shall not do so, then the Supplier may proceed with the test and/or inspection in the absence of the Buyer's inspector and provide the Buyer with a report of the results thereof.

23.5 The Buyer may require the Supplier to carry out any test and/or inspection not described in the Contract, provided that no such test and/or inspection impedes the progress of the Works and/or the Supplier's performance of its other obligations under the Contract, and provided further that the Supplier's reasonable costs and expense incurred in the carrying out of such test and/or inspection shall be added to the Contract Price.

23.6 If any Equipment fails to pass any test and/or inspection, the Supplier shall either rectify or replace such Equipment and shall repeat the test and/or inspection upon giving a notice under Article 23.3 above.

23.7 If any dispute or difference of opinion shall arise between the parties in connection with or arising out of the test and/or inspection of the Equipment which cannot be settled between the parties within a reasonable period of time, it may be referred to an Expert for determination in accordance with Article 7.2 (Reference to Expert) hereof.

If such dispute or difference is referred to an Expert, the Buyer shall give instructions as to whether or not and, if so, how the Works are to proceed. The Supplier shall proceed with the Works in accordance with the Buyer's instructions, provided that if the Expert upholds the Supplier's argument and if no notice has been given by the Buyer under Article 7.2.3 hereof, then the Supplier shall be reimbursed by the Buyer for any additional costs incurred by reason of such instructions and shall be relieved of such responsibility or liability in connection with the dispute and the execution of the instructions as the Expert shall decide and the Time for Delivery shall be extended accordingly.

23.8 The Supplier shall afford the Buyer, at the latter's expense, access at any reasonable time to any place where the Equipment are being manufactured in order to inspect the progress and the manner of manufacture, provided that the Buyer shall give the Supplier a reasonable prior notice.

23.9 The Supplier agrees that neither the execution of a test and/or inspection of the Equipment, nor the attendance by the Buyer's inspector nor the issue of any test certificate pursuant to Article 23.4 above shall release the Supplier from any other responsibilities under the Contract.

23.10 The Buyer shall conduct open package inspection on the Equipment after its arrival at the Contract Plant and shall prepare inspection record and inspection report. In case the law of the Buyer's country requires mandatory inspection, the Buyer shall arrange an authoritative inspection institution for mandatory inspection to issue an inspection certificate. The expenses thus incurred shall be borne by the Buyer.

The said authoritative inspection institution in the Buyer's country shall be .

23.11 The Supplier shall be entitled at his own expense to send his inspectors or inspectors of the notary third party organization (herein collectively referred to as Supplier's Inspector) to take part in the open package inspection. The Buyer shall inform the Supplier of the date of respective open package inspection in due time and render assistance to the Supplier's Inspectors in arranging the entry visas.

23.12 In case the Supplier's Inspectors are unable to join the respective open package inspection due to reason attributable to the Supplier, the Buyer shall have the right to proceed the relevant open package inspection independently or to invite the authoritative inspection institution to perform open package inspection.

23.13 Should any shortage, defect, damage of the Equipment or improper package be found in open package inspection, detailed record shall be made and signed by the representatives of both parties. In case the Supplier's responsibility is ascertained, the said record shall be taken as an effective evidence for the Buyer to claim replacement, repair or supplement. In case the Buyer's responsibility is ascertained, the Supplier shall make replacement, repair or supplement at the earliest time possible at the Buyer's expense.

23.14 If the Buyer considers that the inspection of the Equipment by disassembling thereof is necessary, the Buyer may perform such disassembling inspection, provided that the Buyer and the Supplier shall mutually agree to such inspection in advance, the Supplier's engineer(s) may witness such inspection and the Buyer shall perform such inspection in accordance with the relevant technical documents supplied by the Supplier at that time.

However, in any event the following Equipment shall not be disassembled: Instrument Equipment Electrical Equipment Rotating Equipment Computer

23.15 After the open-package inspection, the Buyer shall properly re-pack and store the Equipment in accordance with the instructions of the Supplier's engineer(s).

23.16 The open package inspection shall not release the Supplier from defect liability under Article 27 (Defect Liability) hereof.

Article 24. Erection and Precommissioning 24.1 24.1.1 The erection and the Precommissioning shall be carried out by the Buyer with the Supplier's Technical Services in accordance with Appendix 7-5 (The Supplier's Engineer's Technical Services and Working Conditions).

24.1.2 The Supplier shall provide the Technical Services on the erection and the Precommissioning of the Contract Plant. The Supplier's Engineer shall give detailed explanation of methods and requirements of the erection and the Precommissioning to the Buyer's personnel who are taking part in the erection and the Precommissioning. The important technical explanation shall be given in written form.

24.1.3 Each party shall nominate within sixty (60) days before the beginning of the erection, one general representative to deal with all matters in connection with the Works at the Contract Plant during the period from erection up to the Acceptance of the Contract Plant. Such Supplier's general representative shall arrive at the Contract Plant day prior to the beginning of the erection. The general representatives of both parties shall fully cooperate to prepare working schedule and to analyze the problems and difference, which are to be clarified and solved through friendly consultation. Further description with regard to the general representatives of the Buyer and the Supplier at the Contract Plant are referred to in Appendix 7-5 (The Supplier's Engineer's Technical Services and Working Conditions) hereto.

24.2 As soon as the Contract Plant has, in the opinion of the Buyer and the Supplier, been completed mechanically and structurally and put in a tight and clean condition, the Supplier and the Buyer shall confirm completion of the erection in writing.

24.3 Within seven (7) days after the confirmation of completion of the erection under Article 24.2 above the Buyer shall supply the operating and maintenance personnel specified in Appendix 7-1 (Scope of Works and Supply) hereto for the Precommissioning of the Contract Plant.

Pursuant to Appendix 7-1 (Scope of Works and Supply) hereto, the Buyer shall also provide, within the said seven (7) day period, the raw materials, utilities, lubricants, chemicals, catalysts, facilities, services and other matters required for the Precommissioning of the Contract Plant.

24.4 As soon as is reasonably practicable after the operating and maintenance personnel have been supplied by the Buyer and the raw materials, utilities, lubricants, chemicals, catalysts, facilities, and services and other matters have been provided by the Buyer in accordance with Article 24.3 above, the Buyer shall commence the Precommissioning of the Contract Plant in preparation for the Commissioning.

24.5 Within seven (7) days after all works in respect of the Precommissioning are completed and, in the opinion of the Buyer and the Supplier, the Contract Plant is ready for the Commissioning, the Buyer and the Supplier shall confirm the readiness for the Commissioning in writing.

Article 25. Commissioning and Acceptance 25.1 Commissioning 25.1.1 The Commissioning of the Contract Plant shall be performed by the Buyer immediately after the confirmation of the readiness for the Commissioning under Article 24.5 hereof. The Commissioning period shall be months after commencement of the Commissioning.

25.1.2 During the Commissioning, the Buyer shall supply the operating and maintenance personnel, raw materials, utilities, lubricants, chemicals, catalysts, maintenance tools, laboratory, testing facilities, facilities, services and other matters required for the operation of the Contract Plant as specified in Appendix 7-1 (Scope of Works and Supply) hereto.

25.1.3 During the Commissioning, the Supplier's Engineer shall provide the Buyer's engineer with the Technical Services in accordance with Appendix 7-5 (The Supplier's Engineer's Technical Services and Working Conditions) hereto.

25.1.4 All the sampling and analytical tests during the Commissioning period shall be done at the presence of the representatives of both parties and the detailed record shall be made. The Supplier's Engineer, shall have the right to access to the laboratory and testing facilities for sampling and analyzing.

25.1.5 During the Commissioning period, the Buyer's stored spare parts shall be used for the replacement of defective Equipment, if any. Should the spare parts be used due to Supplier's reason, they shall be replenished by the Supplier in time.

25.1.6 When the Buyer and the Supplier consider that the Contract Plant has been operated under stable conditions, the Buyer and the Supplier shall confirm that the Contract Plant is ready for the Performance Test.

25.2 Performance Test 25.2.1 Immediately after the confirmation under Article 25.1. 6 above, the Performance Test (and repeated run thereof) shall be conducted by the Buyer during the Commissioning of the Contract Plant to ascertain whether the Contract Plant can attain the Process Performance Guarantees specified in Appendix 5 (Process Performance Guarantees) hereto in accordance with Article 28 (Process Performance Guarantees) hereof.

25.2.2 If, for reasons not attributable to the Supplier, the Performance Test of the Contract Plant cannot be successfully completed within months from date of the Last Major Shipment, the Supplier shall be deemed to have fulfilled its obligations with respect to the Process Performance Guarantees specified in Appendix 5 (Process Performance Guarantees) hereto and Articles 28.3 and 28.4 hereof shall not apply.

25.2.3 During the Performance Test, the Supplier's Engineer shall provide the Buyer's engineer with the Technical Services on the Performance Test of the Contract Plant in accordance with Appendix 7-5 (The Supplier's Engineer's Technical Services and Working Conditions) hereto.

25.2.4 Any Performance Test shall be carried out in accordance with the standards, methods, conditions, procedures and orders which are specified in Appendix 5 (Process Performance Guarantees) hereto, as well as the technical advice and instructions of the Supplier's Engineer as specified in Appendix 7-5 (The Supplier's Engineer's Technical Services and Working Conditions) hereto.

All guarantee figures to be tested are specified in Appendix 5 (Process Performance Guarantees) hereto. The Performance Test shall be completed in days.

25.2.5 The progress and the result of the Performance Test shall be recorded in detail by both parties. Within three days after the completion of the Performance Test, the said report of the Performance Test shall be confirmed and signed by the representatives of the Buyer and the Supplier.

25.3 Acceptance 25.3.1 Acceptance shall occur in respect of the Contract Plant when: (a) the Performance Test has been successfully completed and the Process Performance Guarantees specified in Appendix 5 (Process Performance Guarantees) hereto are met; or (b) the Performance Test has not been successfully completed for reasons not attributable to the Supplier within months from the date of the Last Major Shipment as specified in Article 25. 2.2 above; or (c) the Supplier has paid the liquidated damages specified in Article 28.4 (Failure to Meet Performance Guarantees) hereof; 25.3.2 At any time after any of the events set out in Article 25.3.1 above has occurred, the Supplier may give a notice to the Buyer requesting the issue of an Acceptance Certificate in respect of the Contract Plant as at the date of such notice.

25.3.3 The Buyer shall within seven (7) days after receipt of the Supplier's notice issue such Acceptance Certificate.

25.3.4 If, within seven (7) days after receipt of the Supplier' s notice, the Buyer fails to issue the Acceptance Certificate or fails to inform the Supplier in writing of the justifiable reasons why the Buyer has not issued the Acceptance Certificate, the Contract Plant thereof shall be deemed to have been accepted as at the date of the Supplier's said notice.

PART VI Guarantees and Liabilities Article 26. Delivery Time Guarantee 26.1 Delivery Time Guarantee The Supplier guarantees that it shall deliver to the Buyer; (a) each such basic lot of the Equipment within such corresponding Time for Delivery, as referred to in Article 22.2.1 hereof and finally fixed in the final delivery schedule pursuant to Article 22.2.3 hereof, and (b) each such basic item of the Technical Documents whose Time for Delivery is guaranteed as specified in Appendix 7-4 (Time Schedule) hereto within the corresponding Time for Delivery specified therein, subject, however, to any extension of each such Time for Delivery to which the Supplier shall be entitled under Article 37 (Extension of Time for Delivery) hereof.

26.2 Late Delivery of Equipment If the Supplier fails to deliver to the Buyer any portion of the Equipment included in such a basic lot within such corresponding Time for Delivery, as specified in Article 26.1 (Delivery Time Guarantee) above or any extension thereof under Article 37 (Extension of Time for Delivery) hereof, the Supplier shall pay to the Buyer liquidated damages for each such delayed portion of the Equipment at the following rates for every week of delay, providing that fractions of four days or more shall be counted as one week and fraction(s) of less than four days shall be omitted: (a) For the first four weeks of delay: per cent ( %) of the invoiced amount of the delayed portion of the Equipment per week (b) For the second four weeks of delay following the first four weeks of delay: per cent ( %) of the invoiced amount of the delayed portion of the Equipment per week (c) For the ninth and subsequent week(s) of delay: per cent ( %) of the invoiced amount of the delayed portion of the Equipment per week Such monies shall be paid as liquidated damages and not as a penalty.

The total aggregate amount of such liquidated damages shall in no event exceed per cent ( %) of the Contract Price for the Equipment specified in Article 12 (Contract Price and Technical Service Fee) hereof.

26.3 Late Delivery of Technical Documents If the Supplier fails to deliver to the Buyer any basic item of the Technical Documents specified in Appendix 7-4 (Time Schedule) hereto whose Time for Delivery is guaranteed under Article 26.1 (Delivery Time Guarantee) above within the corresponding Time for Delivery specified in Appendix 7-4 (Time Schedule) hereto or any extension thereof under Article 37 (Extension of Time for Delivery) hereof, the Supplier shall pay to the Buyer liquidated damages for each such delayed basic item of the Technical Documents at the following rates for every week of delay, providing that fractions of four days or more shall be counted as one week and fraction(s) of less than four days shall be omitted: (a) For the first four weeks of delay: percent ( %) of the Total Design Fee specified in Article 12 (Contract Price and Technical Service Fee) hereof per week (b) For the second four weeks of delay following the first four weeks of delay: percent ( %) of the aforesaid Total Design Fee per week (c) For the ninth and subsequent week(s) of delay: percent ( %) of the aforesaid Total Design Fee per week Such monies shall be paid as liquidated damages and not as a penalty.

The total aggregate amount of such liquidated damages shall in no event exceed per cent ( %) of the aforesaid Total Design Fee.

26.4 Payment of Liquidated Damages The payment of liquidated damages under Articles 26.2 (Late Delivery of Equipment) and 26.3 (Late Delivery of Technical Documents) above shall be in complete satisfaction of the Supplier's obligation to deliver to the Buyer the relevant Equipment or the relevant Technical Documents within the corresponding Time for Delivery specified in Article 26.1 (Delivery Time Guarantee) above or any extension thereof under Article 37 (Extension of Time for Delivery) hereof and the Supplier shall have no further liability whatsoever to the Buyer in respect thereof.

However, such payment of liquidated damages shall not in any way relieve the Supplier from any of its obligations to deliver to the Buyer the Equipment and the Technical Documents or from any other obligations and liabilities of the Supplier under the Contract.

Save for liquidated damages payable under Articles 26.2 (Late Delivery of Equipment) and 26.3 (Late Delivery of Technical Documents) above, the failure by the Supplier to attain any milestone or other act, matter or thing by any such date or within any such time, as specified in Appendix 7-4 (Time Schedule) hereto and/or other program of the Works prepared pursuant to Article 19 (Work Program) hereof shall not render the Supplier liable for any loss or damage thereby suffered by the Buyer.

Article 27. Defect Liability 27.1 Guarantees and Defect Liability Period 27.1.1 The Supplier guarantees that; (a) the Equipment or any part thereof shall be free from defects in design, materials and workmanship, (b) the Technical Documents or any part thereof, except for those which are of preliminary nature or to be delivered to the Buyer by the Supplier for the Buyer's information, shall be correct and have consistency in the contents thereof and shall be sufficient to enable the internationally competent recognized engineers to understand the contents thereof, and (c) the technical advice and instructions given in writing by the Supplier's Engineer during his performance of the Technical Services shall be correct.

27.1.2 The period of the validity of the guarantees given by the Supplier under Article 27.1.1 above, i.e. the Defect Liability Period defined in Article 1 (Definitions) hereof, shall commence from the date of delivery of the relevant Equipment, the date of delivery of the relevant Technical Documents or the date of provision of the relevant technical advice or instructions given in writing by the Supplier's Engineer at the Contract Plant, as the case may be, and shall end upon the expiry of months from the date of the Last Major Shipment or twelve (12) months from the date of the Acceptance of the Contract Plant, whichever comes earlier, subject, however, to any extension under Article 27.2.7 hereof.

27.2 Defect Liability for Equipment 27.2.1 If, during the Defect Liability Period, any defect should be found in the design, materials or workmanship of the Equipment or any part thereof, the Supplier shall promptly and at its cost repair, replace or otherwise make good (as the Supplier shall at its discretion determine) such defect as well as any damage to the Equipment caused by such defect.

Provided that the Supplier shall not be responsible for the repair, replacement or making good of any defect of or any damage to the Equipment arising out of or resulting from any of the following causes: (a) Improper design, engineering, storage, transportation, handling, installation, erection, operation or maintenance of the Contract Plant by or on behalf of the Buyer (b) Any defect or deficiency in the equipment, machinery, materials and other supplies for the Contract Plant supplied by or on behalf of the Buyer (c) Operation of the Contract Plant outside the specifications provided in the Contract (d) Failure on the part of the Buyer to follow and conform to the Technical Documents and other recommendations, advice and instructions provided by the Supplier or the Supplier's Engineer under the Contract (e) Erosion or corrosion (f) Normal wear and tear 27.2.2 The Supplier's obligations under this Article 27.2 (Defect Liability for Equipment) shall not apply to; (a) any equipment, machinery, material, and other supply which are supplied by or on behalf of the Buyer under Article 10.3 hereof, (b) any part of the Equipment which are normally consumed in operation or which have a normal life shorter than the Defect Liability Period, (c) any design, specification or other data designated, supplied or specified by or on behalf of the Buyer or any matter for which the Supplier has disclaimed responsibility hereunder, or (d) any other material supplied or any work executed by or on behalf of the Buyer, except for the work executed by the Buyer under Article 27.2.6 below.

27.2.3 The Buyer shall give the Supplier a notice stating the nature of any such defect together with all available evidence thereof promptly following the discovery thereof. The Buyer shall afford all reasonable opportunity for the Supplier to inspect any such defect.

27.2.4 The Buyer shall afford the Supplier all necessary access to the Contract Plant to enable the Supplier to perform its obligations under this Article 27.2 (Defect Liability for Equipment).

The Supplier may with the consent of the Buyer remove from the Contract Plant the Equipment or any part thereof which is defective if the nature of the defect and/or any damage to the Equipment caused by the defect is such that repairs cannot be expeditiously carried out at the Contract Plant.

27.2.5 If the repair or replacement or making good is of such a character that it may affect the efficiency of the Equipment or any part thereof, the Buyer may give to the Supplier a notice requiring that tests shall be made by the Supplier of the defective part of the Equipment immediately on completion of such remedial work whereupon the Supplier shall carry out such tests.

If such part fails the tests, the Supplier shall carry out further repair, replacement or making good (as the case may be) until that part of the Equipment passes such tests. The tests shall be agreed by the Buyer and the Supplier.

27.2.6 If the Supplier fails to commence the work necessary to remedy such defect or any damage to the Equipment caused by such defect within a reasonable time, the Buyer may carry out such work in a reasonable manner, and the reasonable direct costs incurred by the Buyer in connection therewith shall be paid to the Buyer by the Supplier, providing that the labor costs included in such costs shall be calculated based on the local costs incurred in the country in which the Contract Plant is to be constructed.

27.2.7 If the Equipment or any part thereof cannot be used by reason of such defect and/or making good of such defect, the Defect Liability Period of the Equipment or such part, as the case may be, shall be extended by a period equal to the period during which the Equipment or such part cannot be used by the Buyer due to any of the aforesaid reasons.

27.3 Defect Liability for Technical Documents 27.3.1 If, during the Defect Liability Period, any error or mistake should be found in the Technical Documents or any part thereof; (a) the Supplier shall promptly and at its cost correct such error or mistake and re-deliver to the Buyer the Technical Documents or part(s) thereof so corrected, and repair, replace or otherwise make good (as the Supplier shall at its discretion determine) any such defect in, or any such damage to, the Equipment or any part thereof, as caused by the said error or mistake in the Technical Documents or any part thereof, subject to the same conditions as set forth in Articles 27.2.1 through 27.2.7 above inclusive, or (b) the Supplier shall be liable for, and pay to the Buyer, reasonable direct costs incurred by the Buyer in repairing, replacing or otherwise making good (as the Supplier shall at its discretion determine) any such defect in, or any such damage to, any part of the Contract Plant other than the Equipment supplied, or the works for the Contract Plant executed, by or on behalf of the Buyer, as caused by the said error or mistake in the Technical Documents or any part thereof, providing that the labor costs included therein shall be calculated based on the local costs incurred in the country in which the Contract Plant is to be constructed.

Provided that the Supplier shall not be responsible for any such error or mistake in the Technical Documents or any part thereof as caused by inaccurate drawings, data or information furnished to the Supplier by the Buyer and for any defect in, or damage to, any part of the Contract Plant or the works for the Contract Plant executed by or on behalf of the Buyer or any other loss or damage incurred by the Buyer, arising out of or resulting from any such error or mistake in the Technical Documents or any part thereof as caused by inaccurate drawings, data or information furnished to the Supplier by the Buyer, or any failure on the part of the Buyer to fully comply with the Technical Documents.

27.3.2 The Buyer shall give the Supplier a notice stating the nature of any error or mistake in the Technical Documents or any part thereof and of any such defect in, or any such damage to, any part of the Contract Plant or the works for the Contract Plant executed, by or on behalf of the Buyer, as caused by the said error or mistake in the Technical Documents or any part thereof, promptly following the discovery thereof. The Buyer shall afford all reasonable opportunity for the Supplier to inspect any such error or mistake or any such defect or damage.

27.3.3 Notwithstanding anything to the contrary provided in the Contract, the aggregate liability of the Supplier to the Buyer arising out of or in connection with the Technical Documents under this Article 27.3 (Defect Liability for Technical Documents), except for the liability to correct the erroneous or defective Technical Documents and re-deliver the Technical Documents so corrected and to repair, replace or otherwise make good any defect in, or any damage to, the Equipment or any part thereof under Article 27.3.1 above, shall not exceed per cent ( %) of the Total Design Fee specified in Article 12 (Contract Price and Technical Service Fee) hereof.

27.4 Defect Liability for Technical Services 27.4.1 If, during the Defect Liability Period, any error or mistake should be found in the technical advice and instructions given in writing by the Supplier's Engineer during his performance of the Technical Services; (a) the Supplier shall promptly and at its cost reperform the Technical Services related to such erroneous or mistaken written technical advice or instructions and repair, replace or otherwise make good (as the Supplier shall at its discretion determine) any such defect in, or any such damage to, the Equipment or any part thereof, as caused by the said error or mistake in the written technical advice or instructions, subject to the same conditions as set forth in Articles 27.2.1 through 27.2.7 above inclusive, or (b) the Supplier shall be liable for, and pay to the Buyer, reasonable direct cost incurred by the Buyer in repairing, replacing or otherwise making good (as the Supplier shall at its discretion determine) any such defect in, or any such damage to, any part of the Contract Plant other than the Equipment supplied, or the works for the Contract Plant executed, by or on behalf of the Buyer, as caused by the said error or mistake in the written technical advice or instructions, providing that the labor costs included therein shall be calculated based on the local costs incurred in the country in which the Contract Plant is to be constructed.

Provided that the Supplier shall not be responsible for the Technical Services related to any such erroneous or mistaken written technical advice or instructions as caused by inaccurate drawings, data or information furnished to the Supplier by the Buyer and for any defect in, or damage to, any part of the Contract Plant or the works for the Contract Plant executed by or on behalf of the Buyer or any other loss or damage incurred by the Buyer, arising out of or resulting from any such error or mistake in the written technical advice or instructions given by the Supplier's Engineer as caused by inaccurate drawings, data or information furnished to the Supplier by the Buyer, or any failure on the part of the Buyer to fully comply with the written technical advice or instructions given by the Supplier's Engineer, or any performance by the Buyer without attendance of the Supplier's Engineer of any procedure, test, program or work which are subject to the attendance of the Supplier's Engineer under the Contract.

27.4.2 The Buyer shall give the Supplier a notice stating the nature of any error or mistake in the aforesaid written technical advice or instructions given by the Supplier's Engineer and of any such defect in, or any such damage to, any part of the Equipment or any part of the Contract Plant other than the Equipment supplied, or the works for the Contract Plant executed, by or on behalf of the Buyer, as caused by the said error or mistake in the written technical advice or instructions given by the Supplier's Engineer, promptly following the discovery thereof. The Buyer shall afford all reasonable opportunity for the Supplier to inspect any such defect or damage.

27.4.3 Notwithstanding anything to the contrary provided in the Contract, the aggregate liability of the Supplier to the Buyer arising out of or in connection with the Technical Services under this Article 27.4 (Defect Liability for Technical Services), except for the liability of the Supplier to reperform the Technical Services related to the erroneous or mistaken written technical advice or instructions and to repair, replace or otherwise make good any defect in, or any damage to, any part of the Equipment under Article 27.4.1 above, shall not exceed per cent ( %) of the total sum of the Technical Service Fee which the Supplier shall have received from the Buyer.

27.5 Except as provided in this Article 27 (Defect Liability) and Article 32 (Loss or Damage to Property/Accident or Injury to Workmen/Indemnification) hereof, the Supplier shall be under no liability whatsoever and howsoever arising, and whether under the Contract or at law, in respect of defects in the Contract Plant or the Equipment or any part thereof, materials, design or engineering or work executed or errors or mistakes in the Technical Documents or any part thereof or in the Technical Services.

Article 28. Process Performance Guarantees 28.1 Process Performance Guarantees and Performance Test The Supplier guarantees that, during the Performance Test or any repeated run thereof, the Contract Plant shall attain the Process Performance Guarantees specified in Appendix 5 (Process Performance Guarantees) hereto subject to and upon the conditions specified in this Article 28 (Process Performance Guarantees) and the said Appendix 5.

28.2 Preconditions The Process Performance Guarantees under Article 28.1 (Process Performance Guarantees and Performance Test) above shall be expressly conditioned upon the following being fully satisfied or fulfilled by or on behalf of the Buyer: (a) Any and all supplies and works (except for those falling within the Supplier's scope of supplies and services under the Contract), such as design of the Contract Plant (other than the Equipment) and/or its associated facilities to be executed by or on behalf of the Buyer, equipment, machinery and materials for the Contract Plant (other than the Equipment) and/or its associated facilities to be supplied by or on behalf of the Buyer, civil, building, erection, installation and commissioning works and operation and maintenance of the Contract Plant and/or its associated facilities, shall be properly provided or performed by the Buyer and shall be in accordance with the requirements under the Contract, the Technical Documents and the technical advice and instructions given by the Supplier's Engineer under the Contract.

(b) The Buyer shall, during the Commissioning and the Performance Test of the Contract Plant (including any repeated run thereof) provide, at its own expense skilled and well-trained laborers and operators, raw materials, lubricants, consumables, other materials and supplies, tools, testing and measuring devices and utilities in reasonably sufficient quantity with required quality, needed for proper execution of the Commissioning and the Performance Test (including any repeated run thereof), in accordance with the requirements under the Contract, the Technical Documents and the technical advice and instructions given by the Supplier's Engineer under the Contract, and shall give the Supplier's Engineer opportunities to check them in advance or at all reasonable times during the Commissioning and the Performance Test (including any repeated run thereof). The Supplier's Engineer may reject such laborers and operators, raw materials, lubricants, consumables, other materials and supplies, tools, testing and measuring devices and utilities which the Supplier's Engineer deems to be unsuitable, of insufficient quality, not suitably prepared or otherwise inadequate for the Commissioning or the Performance Test (including any repeated run of said Performance Test).

(c) The Performance Test (including any repeated run thereof) shall be carried out by the Buyer under the technical advice and instructions given by the Supplier's Engineer under the Contract, in accordance with such procedures programs, methods, testing conditions and other terms and conditions as provided for in the Contract and in compliance with the relevant Technical Documents.

28.3 Minimum Level If, for reasons attributable to the Supplier, the minimum level of the Process Performance Guarantees specified in Appendix 5 (Process Performance Guarantees) hereto is not met either in whole or in part during the Performance Test, the Supplier shall at its cost and expense make such changes, modifications and/or additions to the Contract Plant or any part thereof as may be necessary so as to meet at least the minimum level of such guarantee, in such manner and to such extent as specified in Articles 27.2.1, 27.3.1 and 27.4.1 above. The Supplier shall notify the Buyer upon completion of the necessary changes, modifications and/or additions and shall repeat the Performance Test in the same manner as that of the first Performance Test until the minimum level of such guarantee has been met.

28.4 Failure to Meet Performance Guarantees If, for reasons attributable to the Supplier, the Process Performance Guarantees specified in Appendix 5 (Process Performance Guarantees) hereto are not attained either in whole or in part, but the minimum level of the Process Performance Guarantees is met during the Performance Test, the Supplier shall, at its option, either; (a) make such changes, modifications and/or additions to the Contract Plant or any part thereof as may be necessary in order to attain the Process Performance Guarantees in such manner and to such extent as specified in Articles 27.2.1, 27.3.1 and 27.4.1 above at its cost and expense and/or offer the Buyer to change the operating conditions of the Contract Plant whereupon a further Performance Test shall be carried out in the same manner as that of the first Performance Test, subject, however, to the changed operating conditions of the Contract Plant, if so mutually agreed upon, or (b) pay liquidated damages to the Buyer in respect of the failure to meet the Process Performance Guarantees in accordance with Appendix 5 (Process Performance Guarantees) hereto.

If the Supplier exercises the option specified in item (a) above, and any Performance Test carried out pursuant thereto fails to attain the Process Performance Guarantees referred to above either in whole or in part for reasons attributable to the Supplier, then the foregoing procedures shall apply to the subsequent course of action and procedures to be taken by the Supplier.

28.5 Payment of Liquidated Damages The payment of liquidated damages under Article 28.4 (Failure to Meet Performance Guarantees) above shall be in complete satisfaction of the Supplier's guarantees under Article 28.1 (Process Performance Guarantees and Performance Test) above and any other corresponding or equivalent provision set out in the Contract (whether in Appendix 7 hereto or otherwise) and the Supplier shall have no further liability whatsoever to the Buyer in respect thereof. Upon the payment of such liquidated damages by the Supplier, the Buyer shall issue the Acceptance Certificate for the Contract Plant in respect of which the liquidated damages have been so paid.

Article 29. Patent Indemnity 29.1 The Supplier shall, until the Cut-Off Date defined in paragraph 1 of Appendix 6 (License Conditions) hereto and subject to other conditions set out therein including, but not limited to, the limitation of liability pursuant to paragraph 5 thereof and to the Buyer's compliance with Article 29.2 below, indemnify and hold harmless the Buyer and its employees and officers from and against any and all suits, actions or administrative proceedings, claims, demands, losses, damages and costs and expenses of whatsoever nature, including attorney's fees and expenses, which the Buyer may suffer as a result of any infringement or alleged infringement of any patent, utility model, registered design, trademark, copyright or other intellectual property right registered or otherwise existing at the date of this Agreement by reason of; (a) the execution of the Works by the Supplier or the use of the Contract Plant in the country where the Contract Plant is to be constructed, or (b) the sale of the products produced by the Contract Plant in any country except those countries which are excluded or where restrictions are placed on the Buyer as set out in Appendix 6 (Licence Conditions) hereto.

Provided that such indemnity shall not cover any use of the Contract Plant or any part thereof otherwise than for the purpose indicated by or reasonably to be inferred from the Contract or any infringement which is due to the use of the Contract Plant or any part thereof or any products produced thereby in association or combination with any other equipment, plant, material or process not supplied or licensed by the Supplier pursuant to the Contract.

29.2 If any proceeding is brought or any claim is made against the Buyer arising out of the matters referred to in Article 29.1 above, the Buyer shall promptly give the Supplier a notice thereof and the Supplier may at its own expense and in the Buyer's name conduct such proceeding or claim and any negotiation for the settlement of any such proceeding or claim.

If the Supplier fails to notify the Buyer within twenty-eight (28) days after receipt of such notice that it intends to conduct any such proceeding or claim, then the Buyer shall be free to conduct the same on its own behalf. Unless the Supplier has so failed to notify the Buyer within the twenty-eight (28) day period, the Buyer shall make no admission which may be prejudicial to the defense of any such proceeding or claim.

The Buyer shall, at the Supplier's request, afford all available assistance to the Supplier in conducting such proceeding or claim, and shall be reimbursed by the Supplier for all reasonable expenses incurred in so doing.

29.3 The Buyer shall indemnify and hold harmless the Supplier and its employees, officers and Sub-contractors from and against any and all suits, actions or administrative proceedings, claims, demands, losses, damages and costs and expenses of whatsoever nature, including attorney's fees and expenses, which the Supplier may suffer as a result of any infringement or alleged infringement of any patent, utility model, registered design, trademark, copyright or other intellectual property right registered or otherwise existing at the date of this Agreement arising out of or in connection with any design, data, drawing, specification, or other document or material provided or designated by or on behalf of the Buyer.

Article 30. Limitation of Liability 30.1 Notwithstanding anything to the contrary provided in the Contract, the aggregate liability of the Supplier to the Buyer with respect to the defect liability under Article 27 (Defect Liability), the patent indemnity under Article 29 (Patent Indemnity) hereof and the liquidated damages payable to the Buyer under Articles 26.2 (Late Delivery of Equipment), 26.3 (Late Delivery of Technical Documents) and 28.4 (Failure to Meet Performance Guarantees) hereof, except for the liability to repair, replace or otherwise make good any defect in, or any damage to, the Equipment or any part thereof under Articles 27.2.1, 27.3.1, 27. 4.1 and 28.3 (Minimum Level) and 28.4 (Failure to Meet Performance Guarantees) hereof, to correct the erroneous or mistaken Technical Documents and re-deliver the Technical Documents so corrected under Article 27.3.1 hereof and to reperform the Technical Services related to the erroneous or mistaken written technical advice or instructions given by the Supplier's Engineer under Article 27.4.1 hereof, shall not exceed per cent ( %) of the Contract Price.

30.2 The Supplier shall in no event be liable to the Buyer by way of indemnity or by reason of any breach of the Contract or in tort or otherwise for loss of or damage to any facility, equipment, machinery or material other than the Contract Plant and for loss of use of the Contract Plant and/or its associated facilities or any part thereof or for loss of production, loss of profit or loss of any contract, or for any indirect, special or consequential loss or damage that may be suffered by the Buyer in connection with the Contract.

PART VII Risk Distribution Article 31. Transfer of Risk of Loss and Buyership 31.1 Risk of loss of the Equipment shall be transferred from the Supplier to the Buyer upon delivery of the Equipment as specified in Article 22.2 (Delivery) hereof in accordance with the provisions of Incoterms. Buyership of the Equipment shall be transferred from the Supplier to the Buyer upon transfer of risk of loss of the Equipment as specified above.

31.2 Risk of loss of the Technical Documents shall be transferred from the Supplier to the Buyer upon its delivery to transportation company (in case of air cargo) or special courier services company (in case of special courier services). Buyership of the Technical Documents subject to limitations specified in the relevant provisions hereof shall also be transferred to the Buyer upon delivery of the Technical Documents as specified above.

Article 32. Loss or Damage to Property/Accident or to Workmen/ Indemnification 32.1 Each party hereto shall waive all claims for recovery from the other party for any death or personal injury of any of its personnel or loss or damage to any of its property (including the Contract Plant) arising out of, or in connection with, its performance of the Contract.

32.2 The Buyer shall indemnify and hold harmless the Supplier and the Supplier's Engineer from all claims or suits from third parties for any death or personal injury arising out of, or in connection with, the performance of the Works in the Buyer's country.

32.3 The party entitled to the benefit of an indemnity under this Article 32 shall take all reasonable measures to mitigate any loss or damage which has occurred. If the party fails to take such measures, the other party's liabilities shall be correspondingly reduced.

Article 33. Insurance 33.1 Each party shall at its expense take out and maintain in effect, or cause to be taken out and maintained in effect, appropriate insurances during the performance of the Contract.

Article 34. Change In Laws and Regulations 34.1 If, after the date of the Agreement, in any country where the Equipment or any part thereof is to be manufactured or in the country where the Contract Plant is located, any law, regulation, ordinance, order or by-law having the force of law is enacted, promulgated, abrogated or changed (which shall be deemed to include any change in interpretation or application by the competent authorities) which subsequently affects the costs and expenses of the Works, the Contract Price shall be correspondingly increased or decreased to the extent that the Supplier has thereby been affected in the performance of any of its obligations under the Contract.

Article 35. Force Majeure 35.1 "Force Majeure" shall mean any event beyond the reasonable control of the Buyer or the Supplier, as the case may be, and which is unavoidable notwithstanding the reasonable care of the party affected, and shall include, without limitation, the following: (a) war, hostilities or warlike operations (whether a state of war be declared or not), invasion, act of foreign enemy, civil war; or (b) rebellion, revolution, insurrection, mutiny, usurpation of civil or military government, conspiracy, riot, civil commotion, terrorist acts; or (c) confiscation, nationalization, mobilization, commandeering or requisition by or under the order of any government or de jure or de facto authority or ruler or any other act or failure to act of any local state or national government authority; or (d) strike, sabotage, lock-out, embargo, import restriction, port congestion, lack of usual means of public transportation and communication, industrial dispute, shipwreck, shortage or restriction of power supply, epidemics, quarantine, plague; or (e) earthquake, landslide, volcanic activity, fire, flood or inundation, tidal wave, typhoon or cyclone, hurricane, storm, lightning, or other inclement weather condition, nuclear and pressure waves, or other natural or physical disaster; or (f) shortage of labor, materials or utilities where caused by circumstances that are themselves Force Majeure.

35.2 If either party is prevented, hindered or delayed from or in performing any of its obligations under the Contract by an event of Force Majeure, then it shall notify the other in writing of the occurrence of such event and the circumstances thereof within fourteen (14) days after the occurrence of such event.

35.3 The party who has given such notice shall be excused from the performance or punctual performance of its obligations under the Contract for so long as the relevant event of Force Majeure continues and to the extent that such party's performance is prevented, hindered or delayed.

The Time for Delivery shall be extended in accordance with Article 37 (Extension of Time for Delivery) hereof.

35.4 The party or parties affected by the event of Force Majeure shall use reasonable efforts to mitigate the effect thereof upon its or their performance of the Contract and to fulfill its or their obligations under the Contract, but without prejudice to either party's right to terminate the Contract under Article 35.6 below.

35.5 No delay or non-performance by either party hereto caused by the occurrence of any event of Force Majeure shall: (a) constitute a default or breach of the Contract; or (b) give rise to any claim for damages or additional cost or expense occasioned thereby, if and to the extent that such delay or non-performance is caused by the occurrence of an event of Force Majeure.

35.6 if the performance of the Works is substantially prevented, hindered or delayed for an aggregate period of more than one hundred and twenty days on account of one or more events of Force Majeure during the currency of the Contract, either party may terminate the Contract by giving a notice to the other.

35.7 In the event of termination pursuant to Article 35.6 above, the rights and obligations of the Buyer and the Supplier shall be as specified in Articles 39.1.2 and 39.1.3 hereof, except that the Supplier shall have no entitlement to profit under paragraph (e) of the said Article 39.1.3 in respect of any unexecuted Works as at the date of termination.

35.8 Notwithstanding Article 35.5 above, Force Majeure shall not apply to any obligation of the Buyer to make payments to the Supplier hereunder.

PART VIII Change in Contract Elements Article 36. Change in Works 36.1 Subject to Articles 36.7 and 36.8 below, the Buyer shall have the right to request and subsequently to order the Supplier from time to time during the performance of the Contract to make any change, modification, addition or deletion to, in or from the Works (hereinafter called "Change"), provided that such Change falls within the general scope of the Works and does not constitute unrelated work and that it is technically practicable, taking into account both the state of advancement of the Works and the technical compatibility of the Change envisaged with the nature of the Works as specified in the Contract.

36.2 The Supplier may from time to time during its performance of the Contract propose to the Buyer any Change which the Supplier considers necessary or desirable to improve the quality, efficiency or safety of the Works. The Buyer may at its discretion approve or reject any Change proposed by the Supplier, provided that the Buyer shall approve any Change proposed by the Supplier to ensure the safety of the Works.

36.3 Notwithstanding Articles 36.1 and 36.2 above, no change made necessary due to any default of the Supplier in the performance of its obligations under the Contract shall be deemed to be a Change and such change shall not result in any adjustment of the Contract Price or the Time for Delivery.

36.4 If either party proposes a Change pursuant to Articles 36. 1 and 36.2 above, the Supplier shall prepare and furnish to the Buyer as soon as reasonably practicable a written statement setting out full details of any such Change, the reasons therefor if proposed by the Supplier, the Works and/or work required or no longer required, an estimate of the increase or decrease in the Contract Price, any requisite adjustment to the Time for Delivery, and any proposed modifications to the Contract and/or any effect such Change would have on the Works and/or on any other provisions of the Contract if the contemplated Change is effected, as the case may be.

36.5 If, in the case of a Change proposed by either the Buyer or the Supplier, the Buyer and the Supplier reach agreement on all matters identified in the written statement furnished by the Supplier pursuant to Article 36.4 above within a reasonable time thereafter, then the Buyer shall issue a Change order giving effect thereto (hereinafter called "Change Order"). Such Change Order shall contain full particulars of the Change, any adjustment of the Contract Price and/or the Time for Delivery and all other modifications to the Contract and shall be signed by the Buyer and the Supplier. Such Change shall thereupon be deemed to form part of the Works.

36.6 The Supplier may object to any Change requested by the Buyer where the aggregate effect of compliance therewith and with all other Change Orders which have already become binding upon the Supplier under this Article 36 would be to increase or decrease the Contract Price as originally set forth in Article 12 (Contract Price and Technical Service Fee) hereof by more than fifteen per cent, provided, however, that the addition to the Contract Price of the price for any Nominated Sub-contractor under Article 20.2 (Nominated Sub-contractor(s)) hereof shall not be counted for this purpose. The Supplier may give a notice of objection thereto prior to furnishing the written statement pursuant to Article 36.4 above. If the Buyer accepts the Supplier's objection, the Buyer shall withdraw the proposed Change and notify the Supplier in writing thereof.

The Supplier's failure so to object shall neither affect its right to object to any subsequent requested Changes or Change Orders hereunder, nor affect its right to take into account, when making such subsequent objection, the percentage increase or decrease in the Contract Price which any Change not objected to by the Supplier represents.

36.7 If the Supplier fails to furnish the statement referred to in Article 36.4 above within a reasonable period or, if the Buyer, after negotiation with the Supplier, does not agree within a reasonable period to the amount of the increase or decrease in the Contract Price, the adjustment of the Time for Delivery, and/or any other modification to the Contract proposed by the Supplier or to the Supplier's entitlement to object to the Change under Article 36.6 above, the Buyer shall have the right to decide whether or not to effect such Change, irrespective of whether such Change has been proposed under Article 36.1 or Article 36.2 above. The Buyer may issue a written instruction to the Supplier to carry out the Change pending agreement on such matters with the Supplier.

If an agreement is not reached between the Buyer and the Supplier within sixty (60) days after the Buyer's instruction to carry out the Change, concerning the increase or decrease in the Contract Price and all of the other matters described above, either party may refer the dispute to an Expert pursuant to Article 7.2 (Reference to Expert) hereof.

36.8 If the Buyer requests a Change and subsequently decides not to order such Change, the Supplier shall be entitled to reimbursement of all costs incurred by it for the work involved in preparing the statement referred to in Article 36.4 above, provided that the Supplier has given a prior notice to the Buyer of the approximate costs it will incur and its intention to claim reimbursement thereof, and the Buyer has agreed that the Supplier should proceed with the preparation of the statement on this basis.

Article 37. Extension of Time for Delivery 37.1 The Time for Delivery shall be extended if the Supplier shall be delayed or impeded in the performance of any of its obligations under the Contract by reason of any of the following: (a) any change in the Works as provided in Article 36 (Change in Works) hereof; or (b) any occurrence of Force Majeure as provided in Article 35 (Force Majeure) hereof; or (c) any suspension order given by the Buyer under Article 38 (Suspension) hereof or reduction in the rate of progress pursuant to Article 38,2 hereof; (d) any default or breach of the Contract by the Buyer or any activity, act or omission of any other contractors employed by the Buyer; or (e) any other matter specifically mentioned in the Contract; by such period as shall be fair and reasonable in all the circumstances and as shall fairly reflect the delay or impediment sustained by the Supplier.

37.2 Except where otherwise specifically provided elsewhere in the Contract, the Supplier shall submit to the Buyer a notice of a claim for an extension of the Time for Delivery, together with particulars of the event or circumstance justifying such extension as soon as reasonably practicable after the commencement of such event or circumstance. As soon as reasonably practicable after receipt of such notice and supporting particulars of the claim, the Buyer and the Supplier shall agree upon the period of such extension, failing which either party may refer the dispute to an Expert pursuant to Article 7.2 (Reference to Expert) hereof.

37.3 The Supplier shall at all times use its reasonable efforts to minimize any delay in the performance of its obligations under the Contract.
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