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4. THE CONTRACT FOR SUPPLY OF TECHNOLOGY AND EQUIPMENT

4. THE CONTRACT FOR SUPPLY OF TECHNOLOGY AND EQUIPMENT Article 38. Suspension 38.1 The Buyer may by notice to the Supplier order the Supplier to suspend performance of all or any of its obligations under the Contract.

Such notice shall specify the obligation of which performance is to be suspended, the effective date of the suspension and the reasons therefor.

The Supplier shall thereupon suspend performance of such obligation (except those obligations which are necessary for the care or preservation of the Works) until ordered in writing to resume such performance by the Buyer.

If, by virtue of a suspension order given by the Buyer, otherwise than by reason of the Supplier's default or breach of the Contract, the Supplier's performance of any of its obligations is suspended for an aggregate period of more than ninety (90) days, then at any time thereafter and provided that at that time such performance is still suspended, the Supplier may give a notice to the Buyer requiring that the Buyer shall, within twenty-eight (28) days of receipt of the notice, either order the resumption of such performance or request and subsequently order a change in accordance with Article 36 (Change in Works) hereof excluding the performance of the suspended obligations from the Contract. If the Buyer fails so to do within such period, the Supplier may, by a further notice to the Buyer, elect to treat the suspension, where it affects a part only of the Works, as a deletion of such part in accordance with Article 36 (Change in Works) hereof or, where it affects the whole of the Works, as termination of the Contract under Article 39.1 (Termination for Buyer's Convenience) hereof.

38.2 If: (a) the Buyer has failed to pay the Supplier any sum due under the Contract within the specified period, or has failed to approve any invoice or supporting documents without due cause or amend the letter of credit and the letter of guarantee delivered to the Supplier pursuant to Article 13 (Terms of Payment) hereof, or commits a substantial breach of the Contract, the Supplier may give a notice to the Buyer requiring payment of such sum, with interest thereon as stipulated in Article 13.4 hereof, or requiring approval of such invoice or supporting documents or the amendment of such letter of credit and such letter of guarantee or specifying the breach and requiring the Buyer to remedy the same, as the case may be. If the Buyer fails to pay such sum together with such interest or fails to approve such invoice or supporting documents or give its reasons for withholding such approval or amend such letter of credit and such letter of guarantee or fails to remedy the breach or take steps to remedy the breach within fourteen (14) days after receipt of the Supplier's notice; or (b) the Supplier is unable to carry out any of its obligations under the Contract for any reason attributable to the Buyer, including but not limited to the Buyer's failure to provide access to the Contract Plant or other areas or failure to obtain any governmental permit necessary for the execution and/or completion of the Works; then the Supplier may by notice to the Buyer suspend performance of all or any of its obligations under the Contract, or reduce the rate of progress.

38.3 If the Supplier's performance of its obligations is suspended or the rate of progress reduced pursuant to this Article 38, then the Time for Delivery shall be extended in accordance with Article 37 (Extension of Time for Delivery) hereof and any and all additional costs or expenses incurred by the Supplier as a result of such suspension or reduction shall be paid by the Buyer to the Supplier in addition to the Contract Price, except in the case of suspension order or reduction in the rate of progress by reason of the Supplier's default or breach of the Contract.

38.4 If the Supplier's performance of its obligations is suspended pursuant to this Article 38 for a period longer than ten (10) weeks, the Supplier may repatriate the Supplier's Engineer and its Sub-contractors' personnel at the Buyer's cost with the prior written consent of the Buyer.

Article 39. Termination 39.1 Termination for Buyer's Convenience 39.1.1 The Buyer may at any time terminate the Contract for any reason by giving the Supplier a notice of termination which refers to this Article 39.1.

39.1.2 Upon receipt of the notice of termination under Article 39.1.1 above, the Supplier shall either immediately or upon the date specified in the notice of termination: (a) cease all further Works, except for such work as the Buyer may specify in the notice of termination for the sole purpose of protecting that part of the Works already executed; and (b) terminate all sub-contracts, except those to be assigned to the Buyer pursuant to paragraph (d) (ii) below; and (c) repatriate the Supplier's Engineer and its Sub- contractors' personnel from the Contract Plant; and (d) subject to the payment specified in Article 39.1.3 below: (i) deliver to the Buyer the parts of the Works executed by the Supplier up to the date of termination; and (ii) to the extent legally possible assign to the Buyer all right, title and benefit of the Supplier to the Works and in the Equipment as at the date of termination, and, as may be required by the Buyer, in any sub-contracts concluded between the Supplier and its Sub-contractors; and (iii) deliver to the Buyer all drawings, specifications and other documents prepared by the Supplier or its Sub-contractors as at the date of termination in connection with the Works.

39.1.3 In the event of termination of the Contract under Article 39.1.1 above, the Buyer shall pay to the Supplier the following amounts: (a) the Contract Price properly attributable to the parts of the Works executed by the Supplier as at the date of termination; and (b) the costs reasonably incurred by the Supplier in the repatriation of the Supplier's and its Sub-contractors' Engineer; and (c) any amounts to be paid by the Supplier to its Sub- contractors in connection with the termination of any sub- contracts, including any cancellation charges; and (d) the costs incurred by the Supplier in protecting the Works; and (e) the reasonable amount of profit for the parts of the Works not executed by the Supplier as at the date of termination; and (f) the cost of satisfying all other obligations, commitments and claims which the Supplier may in good faith have undertaken with third parties in connection with the Contract and which are not covered by paragraphs (a) through (d) above.

39.2 Termination for Supplier's Default 39.2.1 The Buyer, without prejudice to any other rights or remedies it may possess, may terminate the Contract forthwith in the following circumstances by giving a notice of termination to the Supplier referring to this Article 39.2 and its reasons for termination: (a) if the Supplier becomes bankrupt or insolvent, or has a receiving order issued against it, or compounds with its creditors, or, being a corporation, a resolution is passed or order is made for its winding up (other than a voluntary liquidation for the purposes of amalgamation or reconstruction) or a receiver is appointed over any part of its undertaking or assets, or if the Supplier takes or suffers any other analogous action in consequence of debt; or (b) if the Supplier shall assign or transfer the Contract or any right or interest therein in violation of the provision of Article 40 (Assignment) hereof.

39.2.2 If the Supplier: (a) has abandoned or repudiated the Contract; or (b) has without valid reason failed to commence the Works promptly or has suspended (other than pursuant to Article 38.2 hereof) the progress of the Works for more than twenty-eight (28) days after receiving a written instruction from the Buyer to proceed; or (c) shall persistently fail to execute the Works in accordance with the Contract or persistently neglect to carry out its obligations under the Contract without due cause; or (d) shall refuse or be unable to provide sufficient materials, services or labor to execute and complete the Works in the manner specified in the program furnished under Article 14 (Work Program) hereof at rates of progress that give reasonable assurance to the Buyer that the Supplier can deliver the Equipment by the Time for Delivery as extended; then the Buyer may, without prejudice to any other rights it may possess under the Contract, give a notice to the Supplier stating the nature of the default, and requiring the Supplier to remedy the same. If the Supplier fails to remedy or to take steps to remedy the same within fourteen (14) days of its receipt of such notice, then the Buyer may terminate the Contract forthwith by giving a notice of termination to the Supplier which refers to this Article 39.2.

39.2.3 Upon receipt of the notice of termination under Article 39.2.1 or Article 39.2.2 above, the Supplier shall either immediately or upon such date as is specified in the notice of termination: (a) cease all further Works, except for such work as the Buyer may specify in the notice of termination for the sole purpose of protecting that part of the Works already executed; and (b) terminate all sub-contracts, except those to be assigned to the Buyer pursuant to paragraph (d) below; and (c) deliver to the Buyer the parts of the Works executed by the Supplier up to the date of termination; and (d) to the extent legally possible assign to the Buyer all right, title and benefit of the Supplier to the Works and in the Equipment as at the date of termination, and, as may be required by the Buyer, in any sub-contracts concluded between the Supplier and its Sub-contractors; and (e) deliver to the Buyer all drawings, specifications and other documents prepared by the Supplier or its Sub-contractors as at the date of termination in connection with the Works.

39.2.4 The Buyer may expel the Supplier from the Contract Plant and the Buyer may complete the Works itself or by employing any third party.

39.2.5 Subject to Article 39.2.6 below, the Supplier shall be entitled to be paid the Contract Price attributable to the Works executed as at the date of termination and the costs, if any, incurred in protecting the Works. Any sums due to the Buyer from the Supplier accruing prior to the date of termination shall be deducted from the amount to be paid to the Supplier under this Contract.

39.2.6 If the Buyer completes the Works, the cost of completing the Works by the Buyer shall be determined.

If the sum which the Supplier is entitled to be paid pursuant to Article 39.2.5 above, plus the reasonable costs incurred by the Buyer in completing the Works exceeds the Contract Price, the Supplier shall be liable for such excess.

If such excess is greater than the sums due to the Supplier under Article 39.2.5 above, the Supplier shall pay the balance to the Buyer, and if such excess is less than the sums due to the Supplier under the said Article 39.2.5, the Buyer shall pay the balance to the Supplier. The Buyer and the Supplier shall agree in writing the computation described above and the manner in which any sums shall be paid.

39.3 Termination by Supplier 39.3.1 If: (a) the Buyer has failed to pay the Supplier any sum due under the Contract within the specified period; or has failed to approve any invoice or supporting documents without due cause or amend the letter of credit and the letter of guarantee delivered to the Supplier pursuant to Article 13 (Terms of Payment) hereof, or commits a substantial breach of the Contract, the Supplier may give a notice to the Buyer requiring payment of such sum, with interest thereon as stipulated in Article 13.4 hereof, or requiring approval of such invoice or supporting documents or the amendment of such letter of credit and such letter of guarantee or specifying the breach and requiring the Buyer to remedy the same, as the case may be. If the Buyer fails to pay such sum together with such interest or fails to approve such invoice or supporting documents or give its reasons for withholding such approval or amend such letter of credit and such letter of guarantee or fails to remedy the breach or take steps to remedy the breach within fourteen (14) days after receipt of the Supplier's notice; or (b) the Supplier is unable to carry out any of its obligations under the Contract for any reason attributable to the Buyer, including but not limited to the Buyer's failure to obtain any governmental permit necessary for the execution and/or completion of the Works, then the Supplier may give a notice to the Buyer thereof and if the Buyer has failed to pay the outstanding sum or to approve the invoice or supporting documents or amend the letter of credit and the letter of guarantee, or to give its reasons for withholding such approval or to remedy the breach within twenty-eight (28) days of such notice or if the Supplier is still unable to carry out any of its obligations under the Contract for any reason attributable to the Buyer within twenty-eight (28) days of the said notice, the Supplier may by a further notice to the Buyer which refers to this Article 39.3.1 forthwith terminate the Contract.

39.3.2 The Supplier may terminate the Contract forthwith by giving a notice to the Buyer to that effect and which refers to this Article 39.3.2 if the Buyer becomes bankrupt or insolvent, or has a receiving order issued against it, or compounds with its creditors, or, being a corporation, a resolution is passed or order is made for its winding up (other than a voluntary liquidation for the purposes of amalgamation or reconstruction), or a receiver is appointed over any part of its undertaking or assets or if the Buyer takes or suffers any other analogous action in consequence of debt.

39.3.3 If the Contract is terminated under Article 39.3.1 or Article 39.3.2 above, then the Supplier shall immediately: (a) cease all further Works, except for such work as may be necessary for the purpose of protecting that part of the Works already executed; and (b) terminate all sub-contracts, except those to be assigned to the Buyer pursuant to paragraph (d) (ii) below; and (c) repatriate the Supplier's Engineer and its Sub-contractors' personnel from the Contract Plant; and (d) subject to the payment specified in Article 39.3.4 below: (i) deliver to the Buyer the parts of the Works executed by the Supplier up to the date of termination; and (ii) to the extent legally possible assign to the Buyer all right, title and benefit of the Supplier to the Works and in the Equipment as at the date of termination, and, as may be required by the Buyer, in any sub-contracts concluded between the Supplier and its Sub-contractors; and (iii) deliver to the Buyer all drawings, specifications and other documents prepared by the Supplier or its Sub-contractors as at the date of termination in connection with the Works.

39.3.4 If the Contract is terminated under Article 39.3.1 or Article 39.3.2 above, the Buyer shall pay to the Supplier all payments specified in Article 39.3.3 above and reasonable compensation for all loss or damage sustained by the Supplier arising out of, in connection with or in consequence of such termination.

39.3.5 Termination by the Supplier pursuant to this Article 39. 3 is without prejudice to any other rights or remedies of the Supplier which may be exercised in lieu of or in addition to the rights conferred by this Article 39.3.

39.4 In this Article 39, the expression "Works executed" shall include all work executed, services provided and all Equipment acquired (or subject to a legally binding obligation to purchase) by the Supplier and used or intended to be used for the purpose of the Works, up to and including the date of termination.

39.5 In this Article 39, in calculating any monies due from the Buyer to the Supplier, due account shall be taken of any sum previously paid by the Buyer to the Supplier under the Contract including any advance payment paid pursuant to Appendix 2 (Payment Terms) hereto.

39.6 If the Contract is terminated by either party, then notwithstanding anything to the contrary provided in this Article 39, the rights and obligations of the Buyer and the Supplier in respect of the process licence granted under Article 16.1 hereof shall be subject to the conditions specified in Appendix 6 (Licence Conditions) hereto.

Article 40. Assignment Neither the Buyer nor the Supplier shall without the express prior written consent of the other (which consent shall not be unreasonably withheld) assign to any third party the Contract or any part thereof, or any right, benefit, obligation or interest therein or thereunder, except that the Supplier shall be entitled to assign either absolutely or by way of charge any monies due and payable to it or which may become due and payable to it under the Contract.

In witness whereof, the Buyer and the Supplier have caused this Agreement to be duly executed the day and year first above written by their dully authorized representatives. Signed for and on behalf Signed for and on behalf of the Buyer of the Supplier (the Buyer's name) (the Supplier's name) By By Name: Name: Title: Title: Appendix 1 Breakdown of Contract Price Appendix 2 Terms of Payment Appendix 2-1 Cash Payment With Retention The payment of the Contract Price shall be made by the Buyer to the Supplier in the following manner.

1. Contract Price Payment of the Contract Price shall be made to the Supplier's account with its designated bank in (currency) in the following manner: 1.1 Advance Payment per cent of the Contract Price excluding the Paid Up License Fee shall be paid by telegraphic transfer within days after the Effective Date, but subject to the Buyer's receipt of the Advance Payment Bond specified in Article 14.2 (Advance Payment Bond) of the Agreement.

1.2 Payment For Equipment per cent of the invoice value of the shipped Equipment shall be paid as follows: Upon each shipment of the Equipment per cent of the invoice value shall be paid against a draft at sight drawn by the Supplier under the irrevocable letter of credit specified in Article 13.2 of, and Appendix 3-1 (Letter of Credit) to the Agreement and established by a first class bank acceptable to the Supplier in (country) and advised through a bank acceptable to the Supplier in (country).

per cent of the invoice value shall be retained by the Buyer until months after the date of the Last Major Shipment or until the date of the Acceptance of the Contract Plant, whichever comes earlier. Provided, however, that upon presentation of the Retention Bond pursuant to Article 14.4 (Retention Bond) of the Agreement in the form of Appendix 4-3 (Retention Bond) to the Agreement, the said retention money shall be forthwith released and paid. In any case, the retention money withheld shall be paid against a draft at sight drawn by the Supplier under the irrevocable letter of credit specified in Article 13.2 of, and Appendix 3-1 (Letter of Credit) to, the Agreement and established by a first class bank acceptable to the Supplier in (country) and advised through a bank acceptable to the Supplier in (country).

1.3 Payment For Paid Up License Fee per cent of the Paid Up License Fee shall be paid as follows; 1.3.1 Advance Payment per cent of the Paid Up License Fee shall be paid by telegraphic transfer within days after the Effective Date, but subject to the Buyer's receipt of the Advance Payment Bond specified in Article 14 (Advance Payment Bond) of the Agreement.

1.3.2 Payment after receipt of the Basic Design per cent of the Paid Up License Fee shall be paid by telegraphic transfer within days after the Buyer's receipt of the Basic Design as defined in Appendix 7-2 (Technical Specification) to the Agreement.

1.3.3 Payment upon Acceptance per cent of the Paid Up License Fee shall be paid by telegraphic transfer within months after the date of the Last Major Shipment or within days after the date of the Acceptance of the Contract Plant, whichever comes earlier.

1.4 Payment For Design 1.4.1 On Delivery per cent of the Total Design Fee shall be paid as follows; per cent of the Total Design Fee shall be paid by telegraphic transfer in accordance with the following milestones for the Technical Documents in proportion to the corresponding completion percentage mentioned below.

per cent of the Total Design Fee shall be retained by the Buyer until months after the date of the Last Major Shipment or until the date of the Acceptance of the Contract Plant, whichever comes earlier.

Provided, however, that upon presentation of a retention bond in the form of Appendix 4-3 (Retention Bond) to the Agreement, the said retention money shall be forthwith released up to the sum guaranteed by the bond and paid to the Supplier by telegraphic transfer.

1.4.2 Payment following Acceptance Save to the extent released in accordance with paragraph 1. 4.1 above, the retention money withheld shall be paid by telegraphic transfer within months after the date of the Last Major Shipment or within days after the date of the Acceptance of the Contract Plant, whichever comes earlier.

1.5 Payment Guarantee for the Paid Up License Fee and Total Design Fee In order to guarantee the payment of the per cent of the Paid Up License Fee and per cent of the Total Design Fee, the Buyer shall deliver the Supplier within days after the signing date of the Agreement an irrevocable unconditional bank guarantee which shall be established by a first-class bank acceptable to the Supplier in (country) in favor of the Supplier substantially in the form specified in Appendix 3-2 (Letter of Guarantee) to the Agreement.

2. Interest on Delayed Payment If there is any delay or default in making of any payment hereunder to the Supplier by the Buyer, the Buyer shall pay to the Supplier interest on the relevant amount in arrear at the rate of per cent per annum in respect of the period from the due date until the Supplier receives payment in full whether before or after judgment or arbitral award.

3. Day of Payment Any payment which becomes payable on any day which is not a Banking Day (hereunder defined) shall be paid on the immediately succeeding Banking Day, unless the result of such extension would cause such Banking Day to occur in the following month, in which case such Banking Day shall occur on the immediately preceding Banking Day.

Banking Day used in this paragraph 3 shall mean a day on which commercial banks are open for business and foreign exchange dealings between banks are carried out in each of , and (name of city).

4. Banking Charges All banking charges incurred in (country of the Supplier) shall be borne and paid by the Supplier. All banking charges incurred outside (country of the Supplier) shall be borne and paid by the Buyer.

Appendix 2-2 Deferred Payment The payment of the Contract Price shall be made by the Buyer to the Supplier in the following manner.

1. Payment Terms for the Contract Price 1.1 Advance Payment per cent of the price for the Contract Price shall be paid in (currency) within days after the Effective Date by means of telegraphic transfer to the Supplier's account with its designated bank.

1.2 Payment On Shipment per cent of the Contract Price shall be paid as follows: Upon each shipment of the Equipment per cent of the invoice value of each shipment shall be paid against a draft at sight drawn by the Supplier under the irrevocable letter of credit specified in Article 13.2 of, and Appendix 3-1 (Letter of Credit) to, the Agreement and established by a first class bank acceptable to the Supplier in (country) and advised through a bank acceptable to the Supplier in (country).

The invoice value of each shipment shall be the portion of the Contract Price attributable to the Equipment shipped plus that portion of the Paid Up License Fee and the Total Design Fee equal to the proportion which the invoice value of that shipment of the Equipment bears to the Contract Price attributable to the Equipment.

1.3 Deferred Portion The balance of per cent of the Contract Price shall be paid in (currency) by telegraphic transfer to the Supplier's account with its designated bank in (currency) in consecutive semi-annual equal installments with the first installment becoming due and payable on the date being months after the Effective Date or the date months after the date of the Acceptance, whichever comes earlier.

1.4 Interest (i) Interests shall accrue on the deferred portion specified in paragraph 1.3 above as evidenced by the Supplier's invoices therefor and from time to time outstanding and unpaid at the rate of per cent per annum. The accrual of interest shall commence on the date of each Bill of Lading based on per cent of the actual invoice value of the Equipment plus that portion of the Paid Up License Fee and the Total Design Fee equal to the proportion which the invoice value of that shipment of the Equipment bears to the Contract Price attributable to the Equipment. Interest shall be computed at such a rate on the basis of a year of days and on the actual number of days elapsed.

(ii) Interest accruing for any period up to and including the due date for payment of the first installment of principal shall be computed on a compound basis at the rate set forth above on every March 31 and September 30 after the date of each such Bill of Lading. If, however, the due date of the first installment of principal does not fail on either March 31 or September 30, then the interest shall also be compounded on the due date for payment of the first installment of principal. Such compounded interest shall be capitalized on the due date for payment of the first installment of principal and shall be payable in the same manner and at the same time as and by the same number of the installments of the deferred portion of the Contract Price. The Buyer shall pay interest both on the deferred portion of the Contract Price and on such capitalized interest, outstanding and unpaid from time to time in (currency) at the same time as the installments of the deferred portion of the Contract Price at the rate stipulated in (i) above.

2. Payment Guarantee In order to guarantee the payment of the deferred per cent of the Contract Price, the capitalized interest, interest thereon and interest on delayed payment, the Buyer shall deliver to the Supplier within days after the signing date of the Agreement an irrevocable unconditional letter of guarantee which shall be established by a first-class bank acceptable to the Supplier in (country) in favor of the Supplier substantially in the form specified in Appendix 3-3 (Letter of Guarantee) to the Agreement or otherwise in a form acceptable to the Supplier.

3. Payments to be made net Unless otherwise specifically agreed in Article 15.1.2 of the Agreement all payment including payment of interest to be made by the Buyer to the Supplier in paragraph 1.3 and 1.4 above shall be made free and clear of, without any deduction or withholding for or on account of any present or future taxes, levies, imposts, duties, deductions, withholding, restrictions, conditions or any other charges or fees of whatsoever nature imposed, levied, collected, withheld or assessed by any government or any political sub-division or taxing authority or any bank in the (country of the Buyer), and the Buyer agrees that if it is compelled to make any such payment or deduction, it will make up the difference by paying such additional amount as will result in the net receipt by the Supplier of the full amount which the Supplier would have received had no such payment or deduction been made.

4. Interest on Delayed Payment If there is any delay or default in making of any payment hereunder to the Supplier by the Buyer, the Buyer shall pay to the Supplier interest on the relevant amount at the rate of per cent per annum in respect of the period from the due date until the Supplier receives payment in full whether before or after judgment or arbitral award.

5. Day of Payment Any payment which becomes payable on any day which is not a Banking Day (hereunder defined) shall be paid on the immediately succeeding Banking Day, unless the result of such extension would cause such Banking Day to occur in the following month, in which case such Banking Day shall occur on the immediately preceding Banking Day.

Banking Day used in this paragraph 6 shall mean a day on which commercial banks are open for business and foreign exchange dealings between banks are carried out in each of , and (name of city).

6. Banking Charges All banking charges incurred in (country of the Supplier) shall be borne and paid by the Supplier. All banking charges incurred outside (country of the Supplier) shall be borne and paid by the Buyer.

Appendix 3 Form of Letter of Credit/Guarantee Appendix 3-1 Letter of Credit Letter of Credit L/C No.

Date To: (Name and address of the Supplier) Dear Sirs, We hereby open our irrevocable Credit No. in your favor for account of for a sum or sums not exceeding an aggregate amount of (Say only) available by your drafts at sight for per cent of the invoice value drawn on us.

Such drafts shall be accompanied by the documents specified in and otherwise in accordance with the Payment Schedule attached to the Agreement, in connection with Contract No. with regard to Project. Drafts must be presented for negotiation not later than .

All drafts and documents must be marked "Drawn under irrevocable Credit No. , dated , (and Import License No. (s) (if any)".

We hereby undertake to the drawer and all banks which are bona fide holders of drafts drawn under and negotiated in compliance with the terms of this credit that such drafts shall be duly honored on presentation to us against documents presented in conformity with the terms of this credit. Details of all negotiations hereunder must be enforced by the negotiating bank on the back of this credit.

All banking charges inside (country of the Supplier) under this credit are for your account.

Unless otherwise expressly stated, this credit is subject to "Uniform Customs and Practice for Documentary Credits (1993 Revision), International Chamber of Commerce, Publication No. 500." Yours faithfully, (A commercial bank) By: (Authorized Signatory) PAYMENT SCHEDULE (Cash Payment With Retention) This payment schedule constitutes an integral part of our Letter of Credit No. .

I) For Shipment of the Equipment Total amount: being per cent of the Contract Price for shipment of the Equipment.

Required documents: Signed Commercial Invoice in ( ) Full set of clean on board Bills of Lading made out to order and blank endorsed and marked "Freight "and "Notify ".

(Other documents (if any)) To be shipped from to .

Partial shipments are permitted.

Transshipment is permitted.

Bills of Lading should be presented within days of their date of issue.

II) For Retention of the Equipment Total amount: being per cent of the Contract Price of the Equipment.

Required documents: Signed Commercial Invoice in ( ) and either of the following documents: (1) Original copy of the Retention Bond in the form attached hereto (i.e. Appendix 4-3 Retention Bond), duly signed by the Supplier, (2) Acceptance Certificate for the Project duly signed by the Buyer, or (3) The Supplier's written statement specifying the lapse of more than days after the Supplier's notice requesting the Buyer to issue the Acceptance Certificate attached with, (i) a copy of a memorandum confirming the successful completion of the performance test and the process performance guarantees are met for the plant relating to the Project, duly signed by the general representatives of the Buyer and the Supplier, (ii) a protocol for settlement of the liquidated damages paid by the Supplier for the failure in meeting the process performance guarantees for the plant relating to Project, duly signed by the Buyer and the Supplier, or (iii) the Supplier's written statement specifying a lapse of months after the date of the Last Major Shipment without any occurrence of an event solely caused by the Supplier, which would have materially and adversary affected the execution of Project during such term, attached with a copy of a certification thereto rendered by the Expert appointed by the International Chamber of Commerce (ICC) acting through its International Centre for Technical Expertise and a copy of a protocol confirming the Last Major Shipment duly signed by the Buyer and the Supplier.

PAYMENT SCHEDULE (Deferred Payment) This payment schedule constitutes an integral part of our Letter of Credit No. .

I. For Equipment Total amount: being ten per cent (10%) of the price of the Equipment.

Required documents: Signed Commercial Invoice in ( ).

Full set of clean on board Bills of Lading made out to order and blank endorsed and marked "Freight "and "Notify ".

(Other documents (if any)) To be shipped from to .

Partial shipments are permitted.

Transshipment is permitted.

Bills of Lading should be presented within days of their date of issue.

II. For Design Total amount: being ten per cent (10%) of the Total Design Fee.

Required documents: Signed Commercial Invoice showing that portion of the Total Design Fee equal to the proportion which the invoice value of that shipment of the Equipment (item I above) bears to the Contract Price attributable to the Equipment.

III. For License Total amount: being ten per cent (10%) of the Paid Up License Fee.

Required documents: Signed Commercial invoice showing that portion of the Paid Up License Fee equal to the proportion which the invoice value of that shipment of the Equipment (item I above) bears to the Contract Price attributable to the Equipment.

Appendix 3-2 Letter of Guarantee (Cash Payment With Retention) Letter of Guarantee L/C No.

Date To: (Name and address of the Supplier) Dear Sirs, In connection with Contract No. dated entered between yourselves as the Supplier and as the Buyer for (title of Contract ), we hereby irrevocably and unconditionally guarantee the payment to you of the following sums payable by the Buyer in accordance with the Contract: (A) The payment of the per cent of the Paid Up License Fee and per cent of the Total Design Fee.

(B) Interest on delayed payment and any other sums payable to you by the Buyer under the Contract.

If the Buyer fails to pay any sum on the due date for payment, we shall, forthwith upon your written demand, pay the sum demanded to your nominated bank account as set out in such demand. Such demand shall be conclusive evidence that such sum is due and payable. All such payments shall be made free from any deduction or withholding, and if any deduction or withholding is required, we shall increase such payment so that you receive the full amount of such demand as if no such deduction or withholding had been made.

Except for such written demand, no other documents or any other action shall be required notwithstanding any applicable law or regulation.

We hereby agree that any part of the Contract may be amended, renewed, extended, modified, compromised, released or discharged by mutual agreement between you and the Buyer and security may be exchanged or surrendered without in any way impairing or affecting in any way our liabilities hereunder without notice to us and without the necessity for any additional endorsement, consent or guarantee by us, provided, however, that the sum guaranteed hereunder shall not be increased without our consent.

No action, event or condition which by any applicable law should operate to discharge us from liability hereunder shall have any effect and we hereby waive any right we may have to apply such law so that in all respects our liability hereunder shall be irrevocable and, except as stated herein, unconditional in all respects.

This Guarantee shall remain in effect until whichever is the earlier of or the date being months after the date of the Acceptance of the Contract Plant whereupon we as Guarantor shall be released from our obligations and liabilities hereunder on that date, unless we shall have received a written demand from you within days after such date.

Dated this day of Name of Bank Authorized Signatory Title, name Appendix 3-3 Letter of Guarantee (Deferred Payment) Letter of Guarantee L/C No.

Date To:
(Name and address of the Supplier) Dear Sirs, In connection with Contract No. dated entered between yourselves as the Supplier and as the Buyer for (title of Contract ), we hereby irrevocably and unconditionally guarantee the payment to you of the following sums payable by the Buyer in accordance with the Contract: (A) the sum of (Say only) (hereinafter referred to as the "Principal") representing per cent of the Contract Price to be paid in equal consecutive semi-annual installments with the first installment becoming due and payable on whichever is the earlier of the date being months after the Effective Date or the date months after the date of the Acceptance of the Contract Plant; and (B) Interest accruing for any period up to and including the due date for payment of the first installment of the Principal to be computed on a compound basis at the rate of per cent per annum, on every March 31 and September 30 after the date of each Bill of Lading and/or on the due date of the first installment of the Principal if such date does not fail on either March 31 or September 30, and to be capitalized on the due date for payment of the first installment of the Principal (hereinafter called the "Capitalized Interest") and to be payable in the same manner and at the same time as and by the same number of the installments of the Principal.

(C) Interest both on the Principal and on the Capitalized Interest at the rate of per cent per annum.

(D) Interest on delayed payment and any other sums payable to you by the Buyer under the Contract at the rate of per cent per annum. If the Buyer fails to pay any sum on the due date for payment, we shall, forthwith upon your written demand, pay the sum demanded to your nominated bank account as set out in such demand. Such demand shall be conclusive evidence that such sum is due and payable. All such payments shall be made free from any deduction or withholding, and if any deduction or withholding is required, we shall increase such payment so that you receive the full amount of such demand as if no such deduction or withholding had been made.

Except for such written demand, no other documents or any other action shall be required notwithstanding any applicable law or regulation.

We hereby agree that any part of the Contract may be amended, renewed, extended, modified, compromised, released or discharged by mutual agreement between you and the Buyer and security may be exchanged or surrendered without in any way impairing or affecting in any way our liabilities hereunder without notice to us and without the necessity for any additional endorsement, consent or guarantee by us, provided, however, that the sum guaranteed hereunder shall not be increased without our consent.

No action, event or condition which by any applicable law should operate to discharge us from liability hereunder shall have any effect and we hereby waive any right we may have to apply such law so that in all respects our liability hereunder shall be irrevocable and, except as stated herein, unconditional in all respects.

This Guarantee shall remain in effect until whichever is the earlier of or the date being months after the date of the Acceptance of the Contract Plant, whereupon we as Guarantor shall be released from our obligations and liabilities hereunder on that date, unless we shall have received a written demand from you within days after, such date.

Dated this day of Name of Bank Authorized Signatory Title, name Appendix 4 Form of Bonds Appendix 4-1 Advance Payment Bond L/C No.

Date To: (Name and address of the Buyer) Dear Sirs, We refer to the Contract ("the Contract") signed on between you and ("the Supplier") concerning a plant for at .

In consideration of your payment the sum of (say only) as the advance payment to the Supplier ("the Advance Payment") we, the undersigned, a Bank organized under the laws of and having its registered/ principal office at hereby guarantee jointly and severally with the Supplier to pay to you any amount up to the amount of the Advance Payment ("the Sum Guaranteed").

Upon each shipment of the Equipment, the Sum Guaranteed shall reduce, from time to time, in proportion to the portion of the invoice value of that shipment of the Equipment bears to the Contract Price attributable to the Equipment as specified in Article 12.1 of the Agreement, and a copy of each invoice and bill(s) of lading for shipments with respect to the Equipment shall be conclusive evidence of delivery of such Equipment.

We shall only undertake to make payment under this Letter of Guarantee upon receipt by us of a written demand signed by your duly authorized officer for a specified sum where such demand sets out the reasons for your claims under this Letter of Guarantee and which is accompanied by: 1. A copy of the written notice sent by you to the Supplier before making the claim under this Letter of Guarantee specifying the Supplier's breach of the Contract and requesting him to remedy it; 2. a letter signed by your duly authorized officer that the Supplier has failed to remedy the default within the period allowed for remedial action; and 3. A copy of your written notice to the Supplier stating your intent to claim under this Letter of Guarantee because of the Supplier's failure to remedy the default in accordance with the request referred to in paragraph 1 above.

Except for the documents herein specified, no other documents or other action shall be required, notwithstanding any applicable law or regulation.

Our liability under this Letter of Guarantee shall be to pay to you whichever is the lesser of the sum so demanded or the then remaining amount of the Sum Guaranteed, without being entitled to inquire whether or not this payment is lawfully demanded.

This Letter of Guarantee shall be valid upon receipt of the Advance Payment and shall automatically become null and void upon the date of the Last Major Shipment.

This Letter of Guarantee shall be returned to us immediately after its expiry and no claim may be made hereunder after such expiry or after the aggregate of all sums paid by us to you shall equal the Sum Guaranteed, whichever is the earlier.

All notices to be given hereunder shall be given by registered (airmail) post to the addressee at the address herein set out or as otherwise advised by and between the parties to the Agreement.

We hereby agree that any part of the Contract may be amended, renewed, extended, modified, compromised, released or discharged by mutual agreement between you and the Supplier, and this security may be exchanged or surrendered without in any way impairing or affecting our liabilities hereunder without notice to us and without the necessity for any additional endorsement, consent or guarantee by us, provided, however, that the Sum Guaranteed shall not be increased or decreased.

No action, event or condition which by any applicable law should operate to discharge us from liability hereunder shall have any effect and we hereby waive any right we may have to apply such law so that in all respects our liability hereunder shall be irrevocable and, except as stated herein, unconditional in all respect.

Capitalized words and phrased used herein shall have the same meanings as are ascribed to them in the Contract.

Yours truly, Name of Bank Authorized Signature Appendix 4-2 Performance Bond L/C No.

Date To: (Name and address of the Buyer) Dear Sirs, We refer to the Contract ("the Contract") signed on between you and ("the Supplier") concerning a plant for at .

By this letter we, the undersigned, a Bank organized under the laws of and having this registered/principal office at do hereby jointly and severally with the Supplier irrevocably guarantee payment to you up to the sum of equivalent to per cent of the Contract Price until the date of the Last Major Shipment and thereafter up to the sum of equivalent to per cent of the Contract Price until months after the date of the Last Major Shipment or months after the date of the Acceptance of the Contract Plant.

We shall only undertake to make payment under this Letter of Guarantee upon receipt by us of a written demand signed by your duly authorized officer for a specified sum where such demand sets out the reasons for your claim under this Letter of Guarantee and which is accompanied by: 1. A copy of the written notice sent by you to the Supplier before making the claim under this Guarantee specifying the Supplier's breach of the Contract and requesting him to remedy it; 2. A letter signed by your duly authorized officer certifying that the Supplier has failed to remedy the default within the period allowed for remedial action; and 3. A copy of your written notice to the Supplier stating your intent to claim under this Letter of Guarantee because of the Supplier's failure to remedy the default in accordance with the request referred to in paragraph 1 above.

Except for the documents herein specified, no other documents or other action shall be required, notwithstanding any applicable law or regulation.

Our liability under this Letter of Guarantee shall be to pay to you whichever is the lesser of the sum so requested or the amount then guaranteed hereunder in respect of any demand duly made hereunder prior to expiry of this Letter of Guarantee, without being entitled to inquire whether or not this payment is lawfully demanded.

This Letter of Guarantee shall be valid upon the date of issue 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.

This Letter of Guarantee shall be returned to us immediately after its expiry and no claim may be made hereunder after such expiry or after the aggregate of the sums paid by us to you shall equal the sum guaranteed hereunder, whichever is the earlier.

All notices to be given hereunder shall be given by registered (airmail) post to the addressee at the address herein set out or as otherwise advised by and between the parties to the Agreement.

We hereby agree that any part of the Contract may be amended, renewed, extended, modified, compromised released or discharged by mutual agreement between you and the Supplier, and this security may be exchanged or surrendered without in any way impairing or affecting our liabilities hereunder without notice to us and without the necessity for any additional endorsement, consent or guarantee by us, provided, however, that the sum guaranteed shall not be increased or decreased.

No action, event or condition which by any applicable law should operate to discharge us from liability hereunder shall have any effect and we hereby waive any right we may have to apply such law so that in all respects our liability hereunder shall be irrevocable and, except as stated herein, unconditional in all respects.

Capitalized words and phrases used herein shall have the same meanings as are ascribed to them in the Contract.

Yours truly, Name of Bank Authorized Signature Appendix 4-3 Retention Bond L/C No.

Date To: (Name and address of the Buyer) Dear Sirs, Letter of Guarantee Number (For Retention Bond) We refer to the Contract ("the Contract") signed on between you and ("the Supplier") concerning a plant for at . The Supplier has requested that you release or refrain from withholding retention money under the Contract.

In consideration of your releasing or refraining from withholding retention money in the sum of ("the Retention Money") under the Contract, we, the undersigned, a Bank organized under the laws of and having its registered/principal office at do hereby guarantee jointly and severally with the Supplier to pay you up to an aggregate amount of (say only) on account of the Retention Money subject to the terms and conditions hereinafter provided.

We shall only undertake to make payment under this Letter of Guarantee upon receipt by us of a written demand signed by your duly authorized officer for a specified sum where such demand sets out the reasons for your claim under this Guarantee and which is accompanied by: 1. A copy of the written notice sent by you to the Supplier before making the claim under this Guarantee specifying the Supplier's breach of the Contract and requesting him to remedy it; 2. A letter signed by your duly authorized officer certifying that the Supplier has failed to remedy the default within the period allowed for remedial action; and 3. A copy of your written notice to the Supplier stating your intent to claim under this Letter of Guarantee because of the Supplier's failure to remedy the default in accordance with the request referred to in paragraph 1 above.

Except for the documents herein specified, no other documents or other action shall be required, notwithstanding any applicable law or regulation.

Our liability under this Letter of Guarantee shall be to pay to you whichever is the lesser of the sum so demanded or the amount then guaranteed hereunder, without being entitled to inquire whether or not this payment is lawfully demanded.

Our liability under this Letter of Guarantee comes into force when the Supplier receives the Retention Money or when you cease to withhold such Retention Money.

This Letter of Guarantee shall automatically become null and void on whichever is the earlier of (date) or the date of the Acceptance of the Contract Plant except in respect of any demand duly made hereunder prior to such date.

You may not make a claim under this Letter of Guarantee after the above-mentioned expiry date or after the aggregate of the sums paid by us to you shall equal the sum guaranteed hereunder, whichever is the earlier.

This Letter of Guarantee shall be returned to us immediately after its expiry.

All notices to be given hereunder shall be given by registered (airmail) post to the addressee at the address herein set out or as otherwise advised by and between the parties to the Agreement.

We hereby agree that any part of the Contract may be amended, renewed, extended, modified, compromised, released or discharged or surrendered without in any way impairing or affecting our liabilities hereunder without notice to us and without the necessity for any additional endorsement, consent or guarantee by us, provided, however, that the sum guaranteed hereunder shall not be increased or decreased.

No action, event or condition which by any applicable law should operate to discharge us from liability hereunder shall have any effect and we hereby waive any right we may have to apply such law so that in all respects our liability hereunder shall be irrevocable and, except as stated herein, unconditional in all respects.

Capitalized words and phrases used herein shall have the same meanings as are ascribed them in the Contract.

Yours truly, Name of Bank Authorized Signatory Appendix 5 Process Performance Guarantees 1. General This Appendix sets out; (1) the preconditions to the validity of the Process Performance Guarantees referred to in Article 28 (Process Performance Guarantees) of the Agreement, (2) the guaranteed items and values/levels subject to the Process Performance Guarantees, (3) the procedure of the execution of the Performance Test (including any repeated run thereof), (4) the minimum levels of the Process Performance Guarantees, and (5) the formula for calculation of liquidated damages for failure to attain the Process Performance Guarantees.

2. Preconditions The Supplier gives the Process Performance Guarantees (specified herein) for the Unit and the Unit, subject to the following preconditions being fully satisfied in addition to full satisfaction of the conditions specified in Article 28.2 of the Agreement; (1) each such Unit is fed and operated with the requisite volumes of raw materials, lubricants, chemicals, catalysts, consumable materials and utilities having the characteristics specified in Appendix 7-2 (Technical Specifications) to the Agreement, (2) the Performance Test (including any repeated run thereof) is to be carried out by the Buyer under the Technical Services given by the Supplier's Engineer to demonstrate the Process Performance Guarantees and the results of the Performance Test (including any repeated run thereof) are measured and evaluated in the manner specified in paragraph 4 below, (3) the Buyer shall furnish a sufficient number of qualified operating and maintenance personnel as specified in Appendix 7-1 (Scope of Works and Supply) to the Agreement to permit a successful Performance Test to be completed, and (4) the Unit and Unit are operated at the full design capacity.

3. Guaranteed items and values/levels Subject to compliance with the foregoing preconditions the Supplier guarantees as follows: 3.1 Unit (a) Production capacity metric tons per 24 hours (b) Quality 3.2 Unit (a) Production capacity metric tons per 24 hours (b) Product quality 4. Performance Test Procedure 4.1 General After the initial operation of the Contract Plant, the Performance Test shall be carried out to demonstrate the Supplier' s Process Performance Guarantees specified in paragraph 3 above, subject to the conditions set forth below and in other parts of this Appendix 7 (Process Performance Guarantees): (1) Detailed Test Procedures Before the start of the Commissioning, the Supplier shall propose to the Buyer detailed Performance Test procedures which will specify, among others, (i) the operating data to be recorded for each unit and the manner in which the operating data shall be taken and used in evaluating the performance of the Contract Plant, (ii) the specific method of measuring individual liquid, gas and solid streams, (iii) the test sampling method and analytical procedures, and (iv) the evaluation method of all the data collected during the Performance Test including all correction of error and tolerance of measurements and analysis. The Buyer and the Supplier shall agree upon these detailed Performance Test procedures prior to conducting the Performance Test.

(2) Performance Test Schedule The Performance Test schedule shall be determined with due regard to the actual progress of the Works and condition of the Contract Plant.

4.2 Conditions for Commencement of Performance Test The Performance Test will be commenced when the following conditions are satisfied from the viewpoint of the process design requirements: (1) Contract Plant Operation The Contract Plant shall be operated at the normal operating conditions shown on the applicable flow diagrams and in the Operating Manual. Minor variations from the conditions indicated on the flow diagrams and in the Operating Manual can be made at the discretion of the Supplier to obtain optimum process performance.

(2) Instruments A check of the Contract Plant instruments and analytical apparatus shows that they function properly.

(3) Supply of Raw Materials and Utilities by Buyer The Contract Plant is supplied with adequate and uninterrupted supplies of raw materials and utilities by the Buyer as required, at the battery limit conditions specified in Appendix 7-2 (Technical Specifications) to the Agreement to permit a successful Performance Test to be completed.

(4) Supply of The Contract Plant is supplied by the Buyer with adequate and timely supplies of and/or other consumables pursuant to Appendix 7-2 (Technical Specifications) to the Agreement to permit a successful Performance Test to be completed.

(5) Design Basis The Buyer shall reconfirm the validity and accuracy of the Design Basis (specified in Appendix 7-2 (Technical Specifications) to the Agreement) on which the Supplier's Process Performance Guarantees are based.

(6) Minor Deviations In the event of minor deviations from the Design Basis, the Buyer shall adjust with the prior approval of the Supplier the operating conditions of the Contract Plant within a range of sound operating practice to take care of such deviations.

(7) Other Deviations If the deviation is of such nature that cannot be recovered by adjustment of the operating conditions, the Supplier is relieved of the Process Performance Guarantees specified herein to the extent that they are affected by such deviations. In the event of such deviation, the Supplier shall provide new guarantees. These new guarantees shall be consistent with the new specifications and conditions and satisfactory as a basis for demonstrating the performance of the Contract Plant.

(8) Other Conditions Any other conditions necessary for the commencement of the Performance Test as agreed between the Buyer and the Supplier have been satisfied.

4.3 Performance Test (1) Notice of Readiness to carry out Performance Test When the Supplier considers that the Contract Plant is ready for the Performance Test and that all of the conditions stated in paragraph 4.2 above have been fulfilled, then he shall give the Buyer a Notice of Readiness to carry out the Performance Test.

Within hours of the receipt of such notice, the Buyer shall; (a) acknowledge that the Contract Plant is ready for the Performance Test to be conducted, or (b) submit to the Supplier a written statement setting forth in which respects the Contract Plant is not ready for such Performance Test.

If the Buyer considers that Contract Plant is not ready, then he shall specify in writing the conditions preventing the start of the Performance Test. The party who is responsible for such conditions shall rectify the default.

The Performance Test shall be commenced as soon as the above conditions are corrected.

(2) Performance Test Run The Performance Test shall extend continuously over a ( ) hour period.

(3) Two or More Units Where the Contract Plant includes two or more individual process units for which separate Process Performance Guarantees are to be demonstrated, The Performance Test may be carried out individually on each of the units or simultaneously with any other unit or units.

(4) Buyer's Personnel The Performance Test shall be carried out by the Buyer's operating personnel according to the instructions set forth in the Supplier Operating Manual and under the Technical Services of the Supplier's Engineer.

(5) Interruption of Performance Test due to Supplier If the Performance Test run is interrupted because of failure of the Supplier, the Performance Test shall be repeated. The results obtained during such an interrupted operation shall not be used for evaluation of the Performance Test.

(6) Interruption of Performance Test due to Buyer If the Performance Test is interrupted because of failure of the Buyer to comply with any of the conditions set forth in this Appendix 5 (Process Performance Guarantees) and any other parts of the Agreement or because of improper maintenance or operation on the part of the Buyer, the Performance Test shall be repeated but if it had been running for more than hours then the duration of the Performance Test before the interruption may be credited to the Performance Test period and the resumed Performance Test will be continued for the remainder of the Performance Test period.

(7) Conditions for Resumption The conditions which have caused the interruption shall be corrected by the party who was responsible for the interruption. Upon restoration of the steady and satisfactory Performance Test operating conditions, the Performance Test shall be resumed.

(8) Operating Data Operating and analytical data recorded during the Performance Test shall be taken down by the Buyer and made available to the Supplier for evaluation.

(9) Sampling and Analysis During the Performance Test, samples necessary for evaluation of the performance of the Contract Plant shall be taken as often as the Supplier and the Buyer mutually agree.

The samples shall include all streams which may be necessary to check the data from which the degree of compliance with the Process Performance Guarantees can be determined.

The location and methods of sampling the streams shall be in accordance with those as agreed between the parties hereto under paragraph 4.1 (1) above.

(10) Testing Testing of all samples shall be carried out by the Buyer's laboratory or an independent industrial laboratory acceptable to the parties hereto according to the analytical procedure as agreed between the parties hereto under paragraph 4.1 (1) above. The Supplier's and the Buyer's personnel may have free access to the laboratory when the samples are tested and may check the test results.

4.4 Evaluation and Report of Performance Test.

(1) Evaluation of Performance Test Data Evaluation of the Performance Test data including the operating and laboratory data accumulated during, or as a part of, the Performance Test shall be done by the Supplier within days after the completion of the Performance Test.

(2) Abnormal Test Data Any abnormal test data which is not compatible with other significant data shall be ignored or the test data in question may be taken again if practical from the Contract Plant operating conditions.

(3) Tolerances The performance of the Contract Plant shall be evaluated on the basis of the average performance over the entire period of the Performance Test and after adjustment with due regard to tolerances in instrument readings.

(4) Report of Test Results The Supplier shall submit to the Buyer a report on the Performance Test in writing, indicating whether the Process Performance Guarantees have been met.

The report shall include; (a) test results, (b) analysis, (c) the Supplier's evaluation, and (d) reference information supporting the evaluation.

(5) Reasons for Failure If the Performance Test results shown that the Performance Test was unsuccessful, the Supplier shall state probable reasons for such failure.

(6) Buyer's Response to Report Within days after receipt of the Performance Test report, the Buyer shall signify in writing agreement or comments.

(7) Supplier's Action in the case of Performance Test Failure If the evaluation of Performance Test results shown that the failure of the Performance Test is the Supplier's fault, then the Supplier shall advise the Buyer of his intention as to whether he wishes to pay the Liquidated Damages or take corrective measures and repeat the Performance Test in accordance with Article 28.4 of the Agreement.

4.5 Additional Performance Test (1) If, due to the Supplier's default, any part of the Process Performance Guarantees is not met and the Supplier takes corrective actions to enable the Contract Plant to satisfy the Process Performance Guarantees concerned, an additional Performance Test shall be conducted pursuant to Article 28 (Process Performance Guarantees) of the Agreement.

(2) Modifications of Contract Plant Before repetition of any Performance Test the Supplier shall take the following actions; (a) to investigate the cause for non-fulfillment of the Process Performance Guarantees, and (b) to offer the Buyer to change the operating conditions of the Contract Plant, and/or (c) to make such changes, modifications or additions to the engineering or equipment of the Contract Plant as considered necessary to meet the Process Performance Guarantees.

(3) Buyer's Permission The Buyer shall allow the Supplier necessary time to carry out any actions deemed necessary by the Supplier and the Buyer shall make the Contract Plant available for that purpose and operate the Contract Plant in such conditions as requested by the Supplier.

(4) Additional Test After the remedial actions stated above are completed the Performance Test shall be repeated in the modified part of the Contract Plant and shall be carried out under the same conditions as provided for the first Performance Test.

The Performance Test shall be repeated as often as the Supplier deems necessary from the date when the Buyer and the Supplier shall confirm that the Contract Plant is ready for the Performance Test pursuant to Article 25.1.6 of the Agreement.

5. Failure in Guarantees and Liquidated Damages 5.1 Failure to attain guaranteed values/levels (1) For Unit If the actual production capacity of obtained in the Performance Test (or any repeated run thereof) is less than the guaranteed value of production capacity of specified in paragraph 3.1 (a) above, but is not less than the minimum level specified in paragraph 5.2 (a) below, and/or if the actual average quality of produced during the Performance Test fail to meet the guaranteed levels of quality of specified in paragraph 3.1 (b) above, but meet the minimum levels specified in paragraph 5.2 (b) below, and in each/either case the Supplier elects to pay liquidated damages to the Buyer in lieu of making changes, modifications and/or additions to the Unit pursuant to Article 28.4 of the Agreement, then the Supplier shall pay liquidated damages as follows: (a) Production Capacity: At the rate of for every complete one per cent (1%) of the deficiency in the production capacity of the Unit.

(b) Quality of : (sketch) (2) For Unit If the actual production capacity of obtained in the Performance Test (or any repeated run thereof) is less than the guaranteed value of production capacity of specified in paragraph 3.2 (a) above, but is not less than the minimum level specified in paragraph 5.2 (a) below, and/or if the actual average quality of produced during the Performance Test fail to meet the guaranteed levels of quality of specified in paragraph 3.2 (b) above, but meet the minimum levels specified in paragraph 5.2 (b) below, and in each/either case the Supplier elects to pay liquidated damages to the Buyer in lieu of making changes, modifications and/or additions to the Unit pursuant to Article 28.4 of the Agreement, then the Supplier shall pay liquidated damages as follows: (a) Production Capacity: At the rate of for every complete one per cent (1%) of the deficiency in the production capacity of the Unit.

(b) Quality of : (sketch) 5.2 Minimum Levels Notwithstanding the provisions of this paragraph, if as a result of the Performance Test (or any repeated run thereof) the following minimum levels of Process Performance Guarantees are not attained by the Supplier, the Supplier shall at its own cost make good any deficiencies until the Unit and/or the Unit reach any of such minimum performance levels, pursuant to Article 28.3 of the Agreement: (a) The minimum levels of the production capacity of the Unit and/or the Unit attained in the Performance Test: per cent of the guaranteed production capacity for each/either Unit.

(b) The minimum levels of the product quality of the and of the are as follows: (sketch) 5.3 Limitation of Liability Subject to paragraph 5.2 above, the Supplier's aggregate liability to pay liquidated damages for failure to attain the Process Performance Guarantees shall not exceed per cent of the Contract Price.

Appendix 6 Licence Conditions General: The process licence(s) granted by the Supplier pursuant to Article 16 (Licence/Use of Technical Information) of the Agreement are as follows: licence Conditions for Process A (for Process owned by third party) 1. Definitions "Process A" means a process developed by (inventor's name) for (the production of products) by (process).

"Process A Unit" means a unit employing Process A which is to be installed in (name of Contract Plant) at (factory) in (city), (state/county), (country), having the design capacity of (Capacity).

"Patent Rights" means patents [in any country for inventions relating to Process A]/[in country (ies)] for which the Supplier is entitled to grant licences, and applications for such patents if and to the extent that the patent application was filed before the Cut- Off Date.

"Process Information" means the design, drawings, specifications, manuals, instructions, data and other technical information provided by the Supplier to the Buyer in connection with the Process Design A Unit.

"Cut-Off Date" means the first day following the lapse of years from the signing date of the Agreement.

"Process Licensor" means who has authorized the Supplier to grant licences to the Buyer pursuant to Article 16 (Licence/Use of Technical Information) of the Agreement and this Appendix 6.

Other words and expressions shall have the meanings ascribed to them in Article 1 (Definitions) of the Agreement.

2. Licensing Conditions The Supplier shall, save as hereinafter provided, grant to the Buyer a non-exclusive, non-transferable right and licence, without the right to sub-license, under the Patent Rights and the Process Information: (1) to use Process A in the Process A Unit, and (2) to use and sell the products produced by the Process A Unit [in country (ies)]/[in any country of the world except the country or countries set out below:] 3. Paid Up Licence and Additional Licence Fees The paid up licence fees payable pursuant to Article 12 (Contract Price and Technical Service Fee) of the Agreement and the Appendices to the Agreement apply to the Process A Unit operating at its stated design capacity. If the design capacity is in any way increased or if the Process A Unit is in any way operated in excess of its design capacity then the Buyer shall pay to the Supplier additional licence fees calculated in accordance with the following formula: (Calculation Formula) 4. Improvements and Grant-back 4.1 Subject to paragraph 3 above, and where duly authorized by the Process Licensor, the Supplier shall: (1) from time to time, and to the extent that the Supplier is entitled to disclose the same, provide the Buyer with technical information relating to improvements in Process A, whether or not patentable, made available to the Supplier by the Process Licensor to the extent that such information is useful for the operation of the Process A Unit; and (2) grant to the Buyer a licence mentioned in (1) above in the same terms as contained in paragraph 2 above.

Such licence shall where permitted by the Process Licensor, be made available without additional payment, unless and to the extent that paragraph 3 above applies. The Supplier's obligation under this paragraph shall terminate on the Cut-Off Date.

4.2 The Buyer shall: (1) from time to time provide the Supplier with technical information relating to any inventions, improvements and/or developments made by the Buyer in connection with the design, operation or maintenance of the Process A Unit; (2) grant to the Supplier the royalty-free, non-exclusive (non- transferable) right and licence to use the technical information disclosed under paragraph 4.2 (1) in Process A, and to practice any patents granted in respect of any such information in Process A, and to use and sell the products produced by Process A. The said rights and licences shall be extended to the Process Licensor and the licensees of the Process Licensor and of the Supplier for use in Process A. The Buyer's obligations under this paragraph shall terminate on the Cut-Off Date.

5. Patent Indemnity Notwithstanding Article 29 (Patent Indemnity) and subject to Article 30 (Limitation of liability) of the Agreement the Supplier's liability for indemnification pursuant to Article 29 (Patent Indemnity) of the Agreement arising in connection with the licence hereby granted shall be limited to per cent of the Paid Up Licence Fee specified in the Appendix 1 (Breakdown of Contract Price) to the Agreement. The Supplier's liability for indemnification under this paragraph shall terminate on the Cut-Off Date.

The Buyer shall be responsible for and pay any damages, claims or demands (including legal and other professional fees and expenses) in excess of the limit specified above.

6. Special Conditions for Termination 6.1 If the Contract is terminated by either party, then unless the parties agree otherwise, the rights and obligations of the Buyer and the Supplier in respect of licences for Process A granted pursuant to this Appendix 6 shall be terminated, except those provided in paragraph 6.2 below.

6.2 Notwithstanding the provision of paragraph 6.1 above, in the event that the Contract is terminated by the Buyer due to the Supplier's default, the Buyer shall have the right to request the Supplier to continue to grant the licences hereunder and to supply the Process Information. In such event, the Supplier shall do or have the Process Licensor so grant licences and supply the Process Information either i) by an assignment or novation of the agreement(s) for licences and the Process Information between the Process Licensor and the Supplier, ii) by arranging an agreement for the licences and the Process Information to be concluded directly between the Process Licensor and the Buyer or iii) by an agreement to be concluded between the Buyer and the Supplier separately from the Contract.

6.3 On the occasion of the termination of the Contract, except in cases where the licences will be continued to be granted in accordance with paragraphs 6.1 and 6.2 above: (1) all rights and licences granted hereunder shall terminate; (2) all the Process Information provided by the Supplier to the Buyer and all copies thereof shall be returned to the Supplier forthwith; (3) the Basic Design Fee shall be payable on a pro rata for the Basic Design work performed up to the date of termination of the Contract, such calculation being based on a fee of for completion of the Basic Design work for the Process A Unit; (4) if the Basic Design for the Process A Unit (whether preliminary or final) has been submitted to the Buyer prior to the date of termination of the Contract, the Supplier shall be entitled to receive per cent of the Paid Up Licence Fee from the Buyer. The Buyer shall pay the unpaid balance, or, as the case may be, the Supplier shall refund the excess paid by the Buyer within 60 days of the date of termination of the Contract; (5) if no Basic Design for the Process A Unit has been submitted to the Buyer prior to the date of termination of the Contract, the Supplier shall refund to the Buyer any Paid Up Licence Fee paid by the Buyer to the Supplier as at the date of termination of the Contract, and (6) The Buyer's obligation under paragraph 8 below shall survive any termination of the Contract.

6.4 If, in the twelve months following the date of termination of the Contract, the Buyer concludes a licence agreement either with the Supplier or the Process Licensor in respect of any process (es) hereby licensed, any sum paid by the Buyer as Paid Up Licence Fee under paragraph 6.3 (4) above shall be credited to any licence fees due under such agreement.

7. Trade Mark Licence Conditions 8. Secrecy Obligation Conditions Appendix 7 Appendix 7-1 Scope of Works and Supply 1. Scope of Works and Supply (sketch) Item Contents Supplier's scope Buyer's scope Remarks 2. List of Equipment The Equipment to be provided by the Supplier in accordance with Article 8.1 (Scope of Works) of the Agreement shall be as follows: 3. List of Technical Documents The Technical Documents to be provided by the Supplier in accordance with Article 8.4 of the Agreement shall be as follows: 4. Training of Buyer's Engineers The training of the Buyer's engineers referred to in Article 8.6 of the Agreement shall be conducted in accordance with the following conditions: Training of Buyer's Engineers 1. The Supplier agrees to receive the Buyer's engineers, including interpreters, for technical training within a period of man days including round trip traveling days at the factories in (country) selected by the Supplier.

2. The Supplier shall appoint its skilled and qualified engineer (s) to instruct the Buyer's engineers and to explain all the technical problems relating to the Equipment.

3. The Supplier shall arrange for the Buyer's engineers to be trained at different sections in the above factories to enable them to understand the technology and operation of the Contract Plant, and inspection, repair and maintenance of the Equipment.

4. The Supplier shall provide for the Buyer's engineers, free of charge, test instruments, tools, technical documentation, drawings, reference data, working clothes, safety wear and other necessities as well as suitable offices during their training period provided that the Buyer shall return them to the Supplier when the training has finished.

5. The Supplier shall submit the preliminary training program to the Buyer three months before the beginning of the training to enable the Buyer to begin to study. One month before the start of the training, the Buyer shall notify the Supplier of the personal data of the Buyer's engineers including name, sex, date of birth, nationality, specialty, qualifications, working place and mastery of foreign language. The final training program shall be fixed by both parties through consultations as provided in the Contract and the actual requirements of the Buyer's engineers after their arrival in (country).

6. Before the training starts, the Supplier shall explain in detail to the Buyer's engineers the operating regulations and other precautions for work.

7. The Buyer's engineers shall observe the laws and regulations of the (country) and rules and stipulations at the factories during their stay in the (country).

8. The Supplier shall provide the Buyer's engineers with accommodation, meals and transport facilities at the Buyer's expense.

In case of illness or accident of the Buyer's engineers during their stay in (country), the Supplier shall take necessary measures to take care of the Buyer's personnel in the best possible way. The cost shall be borne by the Buyer.

9. The Supplier shall assist the Buyer's engineers with all the formalities necessary to obtain visas for entry and exit as well as during their stay in (country).

10. The Supplier shall not charge a training fee to the Buyer in addition to the Contract Price, provided that all cost and expenses with respect to the Buyer's engineers' traveling and stay in (country) shall be borne by the Buyer.

11. The Supplier shall take necessary measures for the security of the Buyer's engineers during their stay in (country).

Appendix 7-2 Technical Specifications Appendix 7-3 Technical Documents for Approval by the Buyer Appendix 7-4 Time Schedule Appendix 7-5 The Supplier's Engineer's Technical Services and Working Conditions 1. The Supplier's Engineer In order to ensure the smooth construction of the Contract Plant by the Buyer, the Supplier shall be responsible for sending skilled, healthy and competent engineers to the Contract Plant to carry out the Technical.

Services during field construction, the Precommissioning and the Commissioning period.

The number of the Supplier's Engineer, the duration of their stay in the Buyer's country and their specialist skills are as indicated in Table 1 attached to this Appendix.

The exact number of the Supplier's Engineer, the duration of their stay in the Buyer's country and the date of arrival and departure from the Contract Plant shall be decided by both parties through negotiation based on how the field construction is progressing.

If adjustment to the man/months stipulated in the attached Table needs to be made, both parties will resolve such matters amicably.

2. Technical Services by the Supplier's Engineer 2.1 The Supplier's Representative stated in Article 18.2 (Supplier's Representative) of the Agreement shall appoint one of the Supplier's Engineer to be its general representative at the Contract Plant in accordance with Article 24. 1. 3 of the Agreement. He shall perform general Technical Services as contemplated in the Contract and fully cooperate and consult with the Buyer's general representative on the Contract Plant to solve any technical problems relating to the Contract.

The general representatives of both parties shall not have any right to alter or amend the Contract unless duly authorized by both the Buyer and the Supplier.

2.2 The Supplier's Engineer shall provide advice and instructions to the Buyer in order that the Equipment can be properly erected and installed by the Buyer at the Contract Plant in accordance with the relevant Technical Documents.

He shall also provide: (1) advice and instructions relating to, erection, installation, mechanical testing, the Precommissioning and maintenance of the Equipment, as required, and (2) advice and instructions relating to the Commissioning and the Performance Tests of the Contract Plant, as required, and further may provide advice and instructions relating to erection, installation, mechanical testing, the Precommissioning and maintenance of the equipment of the Contract Plant other than the Equipment to the extent such advice and instructions are crucial to attain the performance guarantees of the Contract Plant.

2.3 The Supplier's Engineer shall explain in detail the Technical Documents, and equipment performance, method of analysis and relevant precautions taken with respect to the Equipment and shall answer and solve technical queries raised by the Buyer under the Contract.

2.4 The Supplier's Engineer shall give the Buyer demonstrations on the operation of the Equipment in order to ensure the performance of the obligations of the Supplier's Engineer under the Contract including, but not limited to, the obligations set out in paragraphs 2.2 and 2.3 hereof.

3. The Technical Service Fee of the Supplier's Engineer and the method of payment 3.1 The Buyer shall pay the Supplier's Engineer Technical Service Fee as follows: General representative (sketch) The daily Technical Service Fee shall be paid even if the Supplier's Engineer work, in aggregate, less hours than those specified in paragraph 4.3 hereof for the duration of his stay at the Contract Plant because of climatic or other adverse conditions or because his working hours has to be modified to conform with local conditions or regulations.

3.2 The daily Technical Service Fee of the Supplier's Engineers shall be calculated from the date of departure by the Supplier's Engineer from his native country up to and including the date of return to such country.

3.3 All Sundays and official holidays of the Buyer's country shall be paid holidays for the Supplier's Engineer at the Contract Plant.

3.4 If any of the Supplier's Engineer is absent from work without the consent of the general representatives of both parties or is absent for personal reasons with the consent of the general representatives of both parties, the Buyer shall not pay the Technical Service Fee of such engineer for the period of absence, unless the reason for such absence is sickness as evidenced by the medical doctor or as agreed by the general representatives of both parties. Where the Supplier's Engineer falls ill as evidenced by the medical doctor or as agreed by the general representatives of both parties for a continuous period of more than 15 days, the Buyer shall cease to pay the Technical Service Fee from the day exceeding such 15 day period until such engineer returns to work at the Contract Plant.

3.5 The Technical Service Fee of the Supplier's Engineer shall be paid each month by telegraphic transfer to the Supplier's account with its designated bank within 30 days after the Buyer has received 4 copies of the monthly invoices issued by the Supplier together with copies of the time sheets of the Supplier's Engineer signed and agreed by the general representatives of both parties. In the case of discrepancies in invoices submitted by the Supplier, the Buyer shall have the right to withhold the amount in dispute but shall pay the remaining amount due in time. The amount in dispute shall be discussed by the general representatives of both parties in order to reach a settlement.

4. Working conditions and working system 4.1 Two months before the Supplier's Engineer is due to leave for the Contract Plant, the Supplier shall notify the Buyer of the personal data of the Supplier's Engineer including name, sex, date of birth, nationality, specialty, qualifications, working place and mastery of foreign language, etc., to enable the Buyer to assist in arranging his entry visas and necessary transportation from the border of the Buyer's country to the Contract Plant. The Supplier shall notify the Buyer, by cable/telex/fax 7 days before his departure, of his names, exact date of departure, flight No., exact arrival date, amount and weight of luggage, etc.

4.2 A general working schedule and a monthly plan shall be decided upon by the mutual agreement of the general representatives of both parties after the arrival of the Supplier's Engineer at the Contract Plant. The Supplier's Engineer shall carry out his work in accordance with the agreed working schedule with the cooperation of the Buyer.

Any revision of the working schedule shall be made with the agreement of the general representatives of both parties, through consultation.

4.3 The Supplier's Engineer shall work hours per week (work days per week and hours per day).

The daily starting and closing time shall be in accordance with the regulations of the Contract Plant.

If overtime work is needed, the hours shall be agreed in advance between the general representatives of both parties unless such overtime work is mandatory as per paragraph 4.4 hereof or is agreed by the general representatives of both parties.

The extra hours worked by the Supplier's Engineer over hours on a normal working day and the hours worked on Sundays and on the official holidays shall be regarded as overtime.

4.4 The general representative of the Buyer may require the Supplier's Engineer to work in shifts for hours per week during the period of the Commissioning and the Performance Tests of the Contract Plant.

The work hours of the Supplier's Engineer on shifts within hours per week during the period of the Commissioning and the Performance Tests of the Contract Plant shall not be regarded as overtime, provided however that if the Supplier's Engineer works in excess of the above working hours per week, the extra hours shall be regarded as overtime.

4.5 Whenever the Supplier's Engineer's overtime work comes to hours, the supplier's Engineer shall be allowed to leave one day in lieu.

If the Supplier's Engineer does not take the permitted leave or if the overtime work is less than hours, 1 hour of overtime shall be recorded as 1.5 hours on the time sheets and the Buyer shall pay an overtime fee of for every hour recorded as overtime. The overtime fee shall be paid as per paragraph 3.5 hereof.

4.6 The actual working hours, holiday with salary and overtime hours of the Supplier's Engineer shall be recorded daily in the time sheets in duplicate and signed by the general representatives of both parties. The time sheet shall be the basis for the payment of the daily Technical Service Fee and overtime fee of the Supplier's Engineer.

4.7 The progress of the work, the main work done every day, any problems arising or any accidents together with solutions reached shall be recorded in 2 log books written in English and signed each day by the general representatives of both parties, 1 copy for each party.

5. Vacations for the Supplier's Engineer 5.1 The Supplier's Engineer who is scheduled to work continuously in the Buyer's country for more than 6 months is entitled to bring his wife and two children younger than 15 years old to the Buyer's country after 6 months worked at the Supplier's expense.

5.2 The Supplier's Engineer who is accompanied by his family and who is scheduled to work continuously in the Buyer's country for more than 12 months shall be entitled to have a paid vacation of 15 days every 6 months of work.

5.3 The Supplier's Engineer who is not accompanied by his family and is scheduled to work continuously in the Buyer's country for more than 6 months shall be entitled to have a paid vacation of 12 days every 4 months of work.

5.4 All costs incurred on vacations for the Supplier's Engineer pursuant to this paragraph 5 excluding the daily Technical Service Fee of the Supplier's Engineer under paragraph 3.1 hereof shall be borne by the Supplier.

The actual dates taken as vacation shall be decided by the general representatives of both parties through consultation provided that the work at the Contract Plant is not affected. The 15 days of vacation taken by the Supplier's Engineer shall start from the date when he leaves the Buyer's country and shall end on the date when he returns to the Buyer's country.

The Supplier agrees that all its obligations with regards to the Contract Plant shall not be affected in any way during the vacation period of the Supplier's Engineer.

6. Compliance with laws and regulations The Supplier's Engineer and his family shall observe the laws and regulations of the Buyer's country and the rules and stipulations of the Contract Plant during their stay in the Buyer's country.

7. The Buyer's responsibilities and obligations 7.1 The Buyer shall make available for the Supplier's Engineer interpreters at the Contract Plant necessary for the Technical Services.

The interpreters shall be English/Chinese and/ or /Chinese as the case may be and as agreed between both parties. All expenses shall be borne by the Buyer.

7.2 The Buyer shall assist the Supplier's Engineer and his family to arrange visits, to organize their arrival and departure and to sort out any formalities during their stay in the Buyer's country. All expenses shall be borne by the Supplier.

7.3 The Buyer shall take necessary measures to ensure the security of the Supplier's Engineer and his family during their stay in the Buyer's country.

7.4 The Buyer shall make available to the Supplier's Engineer, free of charge, necessary office facilities, including but not limited to, copy services, postage, local telephone, telex and facsimile service, safety wear and necessary tools and instruments for the Technical Services, as well as transport between the lodgement and Contract Plant. If such transportation is not available, the Buyer shall provide the Supplier's Engineer with cars or reimburse car rental costs and shall bear the expense of fuel costs incurred by the Supplier's Engineer in getting to and from the Contract Plant. If cars are used for such commuting which belong to the Supplier, the Supplier shall be entitled to reimbursement from the Buyer for the fuel costs actually incurred by the Supplier's Engineer in getting to and from the Contract Plant.

7.5 The Buyer shall provide for the Supplier's Engineer and his family, free of charge, medical care and hospital treatment in the Buyer's country.

7.6 The Buyer shall provide for each of the Supplier's Engineer, free of charge, western standard accommodation with air conditioning, heating, shower with hot water, temporary cooking facilities, necessary furniture and toilet, as acceptable to the Supplier, and where the Supplier's Engineer bring his family, such accommodation shall be adequately increased in size.

7.7 The Buyer shall arrange for Chinese and western style meals for the Supplier's Engineer and his family. But the costs shall be borne by the Supplier's Engineer himself, provided that the price of such meals shall be equivalent to the standard price in the Buyer's country.

7.8 The Buyer shall arrange laundry and taxi services for the Supplier's Engineer and his family. Such costs shall be borne by the Supplier's Engineer except where provided for in paragraph 7. 4 hereof.

7.9 The Buyer shall assist the Supplier's Engineer in arranging for the import and export of a specified amount of personal goods as well as technical documentation, tools and instruments in accordance with the customs regulations in the Buyer's country, but all costs incurred in so doing shall be borne by the Supplier. The Supplier shall inform the Buyer, in advance, of the denomination, specification, quantity, weight, air waybill number, value and date of import and export of the goods mentioned above.

Notwithstanding the above, if at the request of the Buyer, such technical documentation, tools and instruments are made available by the Supplier's Engineer for the work, the Buyer shall pay the Supplier for the respective charges and freight charges and any other administrative expenditure incurred by the Supplier's Engineer in this matter.

8. Safety of Life In the case of grave danger to the life of any of the Supplier's Engineer and his family in the Buyer's country as a consequence of the actual or imminent occurrence of hostilities or acts of a war-like nature, the Supplier shall have the right to evacuate any of its personnel as required to ensure the safety of their lives.

Notwithstanding any other provisions to the contrary in the Contract, the cessation of all or any part of the Technical Services and the evacuation of the Supplier's Engineer under this paragraph shall be treated in all respects as a suspension as set out in Article 38 (Suspension) of the Agreement and the Supplier shall be entitled to recover from the Buyer all direct costs resulting from such an occurrence.

The cost incurred by the Supplier for the subsequent resumption of the Technical Services, including costs for remobilization, shall be considered a part of such costs.

9. Miscellaneous 9.1 The Supplier can call back or replace the Supplier's Engineer at its own cost provided that the work at the Contract Plant is not affected and provided that the Supplier has the consent of the general representative of the Buyer. During any overlap of the Supplier's Engineer at the Contract Plant, the Buyer shall pay Technical Service Fee for one engineer only during such overlap.

9.2 If any of the Supplier's Engineer falls ill for a continuous period of more than 15 days, the Supplier shall replace such engineer at the Supplier's cost with another engineer with the same technical skill.

9.3 In the case when the general representative of the Buyer requests the general representative of the Supplier to remove any of the Supplier's Engineer from the Contract Plant in accordance with Article 18. 2. 4 of the Agreement, all the costs for such replacement shall be borne by the Supplier.

Table 1.

(a) Total number of the supplier's Engineer: (b) Duration: (c) Specialized skills: id by us to you shall equal the sum guaranteed hereunder, whichever is the earlier.

All notices to be given hereunder shall be given by registered (airmail) post to the addressee at the address herein set out or as otherwise advised by and between the parties to the Agreement.

We hereby agree that any part of the Contract may be amended, renewed, extended, modified, compromised released or discharged by mutual agreement between you and the Supplier, and this security may be exchanged or surrendered without in any way impairing or affecting our liabilities hereunder without notice to us and without the necessity for any additional endorsement, consent or guarantee by us, provided, however, that the sum guaranteed shall not be increased or decreased.

No action, event or condition which by any applicable law should operate to discharge us from liability hereunder shall have any effect and we hereby waive any right we may have to apply such law so that in all respects our liability hereunder shall be irrevocable and, except as stated herein, unconditional in all respects.

Capitalized words and phrases used herein shall have the same meanings as are ascribed to them in the Contract.

Yours truly, Name of Bank Authorized Signature Appendix 4-3 Retention Bond L/C No.

Date To: (Name and address of the Buyer) Dear Sirs, Letter of Guarantee Number (For Retention Bond) We refer to the Contract ("the Contract") signed on between you and ("the Supplier") concerning a plant for at . The Supplier has requested that you release or refrain from withholding retention money under the Contract.

In consideration of your releasing or refraining from withholding retention money in the sum of ("the Retention Money") under the Contract, we, the undersigned, a Bank organized under the laws of and having its registered/principal office at do hereby guarantee jointly and severally with the Supplier to pay you up to an aggregate amount of (say only) on account of the Retention Money subject to the terms and conditions hereinafter provided.

We shall only undertake to make payment under this Letter of Guarantee upon receipt by us of a written demand signed by your duly authorized officer for a specified sum where such demand sets out the reasons for your claim under this Guarantee and which is accompanied by: 1. A copy of the written notice sent by you to the Supplier before making the claim under this Guarantee specifying the Supplier's breach of the Contract and requesting him to remedy it; 2. A letter signed by your duly authorized officer certifying that the Supplier has failed to remedy the default within the period allowed for remedial action; and 3. A copy of your written notice to the Supplier stating your intent to claim under this Letter of Guarantee because of the Supplier's failure to remedy the default in accordance with the request referred to in paragraph 1 above.

Except for the documents herein specified, no other documents or other action shall be required, notwithstanding any applicable law or regulation.

Our liability under this Letter of Guarantee shall be to pay to you whichever is the lesser of the sum so demanded or the amount then guaranteed hereunder, without being entitled to inquire whether or not this payment is lawfully demanded.

Our liability under this Letter of Guarantee comes into force when the Supplier receives the Retention Money or when you cease to withhold such Retention Money.

This Letter of Guarantee shall automatically become null and void on whichever is the earlier of (date) or the date of the Acceptance of the Contract Plant except in respect of any demand duly made hereunder prior to such date.

You may not make a claim under this Letter of Guarantee after the above-mentioned expiry date or after the aggregate of the sums paid by us to you shall equal the sum guaranteed hereunder, whichever is the earlier.

This Letter of Guarantee shall be returned to us immediately after its expiry.

All notices to be given hereunder shall be given by registered (airmail) post to the addressee at the address herein set out or as otherwise advised by and between the parties to the Agreement.

We hereby agree that any part of the Contract may be amended, renewed, extended, modified, compromised, released or discharged or surrendered without in any way impairing or affecting our liabilities hereunder without notice to us and without the necessity for any additional endorsement, consent or guarantee by us, provided, however, that the sum guaranteed hereunder shall not be increased or decreased.

No action, event or condition which by any applicable law should operate to discharge us from liability hereunder shall have any effect and we hereby waive any right we may have to apply such law so that in all respects our liability hereunder shall be irrevocable and, except as stated herein, unconditional in all respects.

Capitalized words and phrases used herein shall have the same meanings as are ascribed them in the Contract.

Yours truly, Name of Bank Authorized Signatory Appendix 5 Process Performance Guarantees 1. General This Appendix sets out; (1) the preconditions to the validity of the Process Performance Guarantees referred to in Article 28 (Process Performance Guarantees) of the Agreement, (2) the guaranteed items and values/levels subject to the Process Performance Guarantees, (3) the procedure of the execution of the Performance Test (including any repeated run thereof), (4) the minimum levels of the Process Performance Guarantees, and (5) the formula for calculation of liquidated damages for failure to attain the Process Performance Guarantees.

2. Preconditions The Supplier gives the Process Performance Guarantees (specified herein) for the Unit and the Unit, subject to the following preconditions being fully satisfied in addition to full satisfaction of the conditions specified in Article 28.2 of the Agreement; (1) each such Unit is fed and operated with the requisite volumes of raw materials, lubricants, chemicals, catalysts, consumable materials and utilities having the characteristics specified in Appendix 7-2 (Technical Specifications) to the Agreement, (2) the Performance Test (including any repeated run thereof) is to be carried out by the Buyer under the Technical Services given by the Supplier's Engineer to demonstrate the Process Performance Guarantees and the results of the Performance Test (including any repeated run thereof) are measured and evaluated in the manner specified in paragraph 4 below, (3) the Buyer shall furnish a sufficient number of qualified operating and maintenance personnel as specified in Appendix 7-1 (Scope of Works and Supply) to the Agreement to permit a successful Performance Test to be completed, and (4) the Unit and Unit are operated at the full design capacity.

3. Guaranteed items and values/levels Subject to compliance with the foregoing preconditions the Supplier guarantees as follows: 3.1 Unit (a) Production capacity metric tons per 24 hours (b) Quality 3.2 Unit (a) Production capacity metric tons per 24 hours (b) Product quality 4. Performance Test Procedure 4.1 General After the initial operation of the Contract Plant, the Performance Test shall be carried out to demonstrate the Supplier' s Process Performance Guarantees specified in paragraph 3 above, subject to the conditions set forth below and in other parts of this Appendix 7 (Process Performance Guarantees): (1) Detailed Test Procedures Before the start of the Commissioning, the Supplier shall propose to the Buyer detailed Performance Test procedures which will specify, among others, (i) the operating data to be recorded for each unit and the manner in which the operating data shall be taken and used in evaluating the performance of the Contract Plant, (ii) the specific method of measuring individual liquid, gas and solid streams, (iii) the test sampling method and analytical procedures, and (iv) the evaluation method of all the data collected during the Performance Test including all correction of error and tolerance of measurements and analysis. The Buyer and the Supplier shall agree upon these detailed Performance Test procedures prior to conducting the Performance Test.

(2) Performance Test Schedule The Performance Test schedule shall be determined with due regard to the actual progress of the Works and condition of the Contract Plant.

4.2 Conditions for Commencement of Performance Test The Performance Test will be commenced when the following conditions are satisfied from the viewpoint of the process design requirements: (1) Contract Plant Operation The Contract Plant shall be operated at the normal operating conditions shown on the applicable flow diagrams and in the Operating Manual. Minor variations from the conditions indicated on the flow diagrams and in the Operating Manual can be made at the discretion of the Supplier to obtain optimum process performance.

(2) Instruments A check of the Contract Plant instruments and analytical apparatus shows that they function properly.

(3) Supply of Raw Materials and Utilities by Buyer The Contract Plant is supplied with adequate and uninterrupted supplies of raw materials and utilities by the Buyer as required, at the battery limit conditions specified in Appendix 7-2 (Technical Specifications) to the Agreement to permit a successful Performance Test to be completed.

(4) Supply of The Contract Plant is supplied by the Buyer with adequate and timely supplies of and/or other consumables pursuant to Appendix 7-2 (Technical Specifications) to the Agreement to permit a successful Performance Test to be completed.

(5) Design Basis The Buyer shall reconfirm the validity and accuracy of the Design Basis (specified in Appendix 7-2 (Technical Specifications) to the Agreement) on which the Supplier's Process Performance Guarantees are based.

(6) Minor Deviations In the event of minor deviations from the Design Basis, the Buyer shall adjust with the prior approval of the Supplier the operating conditions of the Contract Plant within a range of sound operating practice to take care of such deviations.

(7) Other Deviations If the deviation is of such nature that cannot be recovered by adjustment of the operating conditions, the Supplier is relieved of the Process Performance Guarantees specified herein to the extent that they are affected by such deviations. In the event of such deviation, the Supplier shall provide new guarantees. These new guarantees shall be consistent with the new specifications and conditions and satisfactory as a basis for demonstrating the performance of the Contract Plant.

(8) Other Conditions Any other conditions necessary for the commencement of the Performance Test as agreed between the Buyer and the Supplier have been satisfied.

4.3 Performance Test (1) Notice of Readiness to carry out Performance Test When the Supplier considers that the Contract Plant is ready for the Performance Test and that all of the conditions stated in paragraph 4.2 above have been fulfilled, then he shall give the Buyer a Notice of Readiness to carry out the Performance Test.

Within hours of the receipt of such notice, the Buyer shall; (a) acknowledge that the Contract Plant is ready for the Performance Test to be conducted, or (b) submit to the Supplier a written statement setting forth in which respects the Contract Plant is not ready for such Performance Test.

If the Buyer considers that Contract Plant is not ready, then he shall specify in writing the conditions preventing the start of the Performance Test. The party who is responsible for such conditions shall rectify the default.

The Performance Test shall be commenced as soon as the above conditions are corrected.

(2) Performance Test Run The Performance Test shall extend continuously over a ( ) hour period.

(3) Two or More Units Where the Contract Plant includes two or more individual process units for which separate Process Performance Guarantees are to be demonstrated, The Performance Test may be carried out individually on each of the units or simultaneously with any other unit or units.

(4) Buyer's Personnel The Performance Test shall be carried out by the Buyer's operating personnel according to the instructions set forth in the Supplier Operating Manual and under the Technical Services of the Supplier's Engineer.

(5) Interruption of Performance Test due to Supplier If the Performance Test run is interrupted because of failure of the Supplier, the Performance Test shall be repeated. The results obtained during such an interrupted operation shall not be used for evaluation of the Performance Test.

(6) Interruption of Performance Test due to Buyer If the Performance Test is interrupted because of failure of the Buyer to comply with any of the conditions set forth in this Appendix 5 (Process Performance Guarantees) and any other parts of the Agreement or because of improper maintenance or operation on the part of the Buyer, the Performance Test shall be repeated but if it had been running for more than hours then the duration of the Performance Test before the interruption may be credited to the Performance Test period and the resumed Performance Test will be continued for the remainder of the Performance Test period.

(7) Conditions for Resumption The conditions which have caused the interruption shall be corrected by the party who was responsible for the interruption. Upon restoration of the steady and satisfactory Performance Test operating conditions, the Performance Test shall be resumed.

(8) Operating Data Operating and analytical data recorded during the Performance Test shall be taken down by the Buyer and made available to the Supplier for evaluation.

(9) Sampling and Analysis During the Performance Test, samples necessary for evaluation of the performance of the Contract Plant shall be taken as often as the Supplier and the Buyer mutually agree.

The samples shall include all streams which may be necessary to check the data from which the degree of compliance with the Process Performance Guarantees can be determined.

The location and methods of sampling the streams shall be in accordance with those as agreed between the parties hereto under paragraph 4.1 (1) above.

(10) Testing Testing of all samples shall be carried out by the Buyer's laboratory or an independent industrial laboratory acceptable to the parties hereto according to the analytical procedure as agreed between the parties hereto under paragraph 4.1 (1) above. The Supplier's and the Buyer's personnel may have free access to the laboratory when the samples are tested and may check the test results.

4.4 Evaluation and Report of Performance Test.

(1) Evaluation of Performance Test Data Evaluation of the Performance Test data including the operating and laboratory data accumulated during, or as a part of, the Performance Test shall be done by the Supplier within days after the completion of the Performance Test.

(2) Abnormal Test Data Any abnormal test data which is not compatible with other significant data shall be ignored or the test data in question may be taken again if practical from the Contract Plant operating conditions.

(3) Tolerances The performance of the Contract Plant shall be evaluated on the basis of the average performance over the entire period of the Performance Test and after adjustment with due regard to tolerances in instrument readings.

(4) Report of Test Results The Supplier shall submit to the Buyer a report on the Performance Test in writing, indicating whether the Process Performance Guarantees have been met.

The report shall include; (a) test results, (b) analysis, (c) the Supplier's evaluation, and (d) reference information supporting the evaluation.

(5) Reasons for Failure If the Performance Test results shown that the Performance Test was unsuccessful, the Supplier shall state probable reasons for such failure.

(6) Buyer's Response to Report Within days after receipt of the Performance Test report, the Buyer shall signify in writing agreement or comments.

(7) Supplier's Action in the case of Performance Test Failure If the evaluation of Performance Test results shown that the failure of the Performance Test is the Supplier's fault, then the Supplier shall advise the Buyer of his intention as to whether he wishes to pay the Liquidated Damages or take corrective measures and repeat the Performance Test in accordance with Article 28.4 of the Agreement.

4.5 Additional Performance Test (1) If, due to the Supplier's default, any part of the Process Performance Guarantees is not met and the Supplier takes corrective actions to enable the Contract Plant to satisfy the Process Performance Guarantees concerned, an additional Performance Test shall be conducted pursuant to Article 28 (Process Performance Guarantees) of the Agreement.

(2) Modifications of Contract Plant Before repetition of any Performance Test the Supplier shall take the following actions; (a) to investigate the cause for non-fulfillment of the Process Performance Guarantees, and (b) to offer the Buyer to change the operating conditions of the Contract Plant, and/or (c) to make such changes, modifications or additions to the engineering or equipment of the Contract Plant as considered necessary to meet the Process Performance Guarantees.

(3) Buyer's Permission The Buyer shall allow the Supplier necessary time to carry out any actions deemed necessary by the Supplier and the Buyer shall make the Contract Plant available for that purpose and operate the Contract Plant in such conditions as requested by the Supplier.

(4) Additional Test After the remedial actions stated above are completed the Performance Test shall be repeated in the modified part of the Contract Plant and shall be carried out under the same conditions as provided for the first Performance Test.

The Performance Test shall be repeated as often as the Supplier deems necessary from the date when the Buyer and the Supplier shall confirm that the Contract Plant is ready for the Performance Test pursuant to Article 25.1.6 of the Agreement.

5. Failure in Guarantees and Liquidated Damages 5.1 Failure to attain guaranteed values/levels (1) For Unit If the actual production capacity of obtained in the Performance Test (or any repeated run thereof) is less than the guaranteed value of production capacity of specified in paragraph 3.1 (a) above, but is not less than the minimum level specified in paragraph 5.2 (a) below, and/or if the actual average quality of produced during the Performance Test fail to meet the guaranteed levels of quality of specified in paragraph 3.1 (b) above, but meet the minimum levels specified in paragraph 5.2 (b) below, and in each/either case the Supplier elects to pay liquidated damages to the Buyer in lieu of making changes, modifications and/or additions to the Unit pursuant to Article 28.4 of the Agreement, then the Supplier shall pay liquidated damages as follows: (a) Production Capacity: At the rate of for every complete one per cent (1%) of the deficiency in the production capacity of the Unit.

(b) Quality of : (sketch) (2) For Unit If the actual production capacity of obtained in the Performance Test (or any repeated run thereof) is less than the guaranteed value of production capacity of specified in paragraph 3.2 (a) above, but is not less than the minimum level specified in paragraph 5.2 (a) below, and/or if the actual average quality of produced during the Performance Test fail to meet the guaranteed levels of quality of specified in paragraph 3.2 (b) above, but meet the minimum levels specified in paragraph 5.2 (b) below, and in each/either case the Supplier elects to pay liquidated damages to the Buyer in lieu of making changes, modifications and/or additions to the Unit pursuant to Article 28.4 of the Agreement, then the Supplier shall pay liquidated damages as follows: (a) Production Capacity: At the rate of for every complete one per cent (1%) of the deficiency in the production capacity of the Unit.

(b) Quality of : (sketch) 5.2 Minimum Levels Notwithstanding the provisions of this paragraph, if as a result of the Performance Test (or any repeated run thereof) the following minimum levels of Process Performance Guarantees are not attained by the Supplier, the Supplier shall at its own cost make good any deficiencies until the Unit and/or the Unit reach any of such minimum performance levels, pursuant to Article 28.3 of the Agreement: (a) The minimum levels of the production capacity of the Unit and/or the Unit attained in the Performance Test: per cent of the guaranteed production capacity for each/either Unit.

(b) The minimum levels of the product quality of the and of the are as follows: (sketch) 5.3 Limitation of Liability Subject to paragraph 5.2 above, the Supplier's aggregate liability to pay liquidated damages for failure to attain the Process Performance Guarantees shall not exceed per cent of the Contract Price.

Appendix 6 Licence Conditions General: The process licence(s) granted by the Supplier pursuant to Article 16 (Licence/Use of Technical Information) of the Agreement are as follows: licence Conditions for Process A (for Process owned by third party) 1. Definitions "Process A" means a process developed by (inventor's name) for (the production of products) by (process).

"Process A Unit" means a unit employing Process A which is to be installed in (name of Contract Plant) at (factory) in (city), (state/county), (country), having the design capacity of (Capacity).

"Patent Rights" means patents [in any country for inventions relating to Process A]/[in country (ies)] for which the Supplier is entitled to grant licences, and applications for such patents if and to the extent that the patent application was filed before the Cut- Off Date.

"Process Information" means the design, drawings, specifications, manuals, instructions, data and other technical information provided by the Supplier to the Buyer in connection with the Process Design A Unit.

"Cut-Off Date" means the first day following the lapse of years from the signing date of the Agreement.

"Process Licensor" means who has authorized the Supplier to grant licences to the Buyer pursuant to Article 16 (Licence/Use of Technical Information) of the Agreement and this Appendix 6.

Other words and expressions shall have the meanings ascribed to them in Article 1 (Definitions) of the Agreement.

2. Licensing Conditions The Supplier shall, save as hereinafter provided, grant to the Buyer a non-exclusive, non-transferable right and licence, without the right to sub-license, under the Patent Rights and the Process Information: (1) to use Process A in the Process A Unit, and (2) to use and sell the products produced by the Process A Unit [in country (ies)]/[in any country of the world except the country or countries set out below:] 3. Paid Up Licence and Additional Licence Fees The paid up licence fees payable pursuant to Article 12 (Contract Price and Technical Service Fee) of the Agreement and the Appendices to the Agreement apply to the Process A Unit operating at its stated design capacity. If the design capacity is in any way increased or if the Process A Unit is in any way operated in excess of its design capacity then the Buyer shall pay to the Supplier additional licence fees calculated in accordance with the following formula: (Calculation Formula) 4. Improvements and Grant-back 4.1 Subject to paragraph 3 above, and where duly authorized by the Process Licensor, the Supplier shall: (1) from time to time, and to the extent that the Supplier is entitled to disclose the same, provide the Buyer with technical information relating to improvements in Process A, whether or not patentable, made available to the Supplier by the Process Licensor to the extent that such information is useful for the operation of the Process A Unit; and (2) grant to the Buyer a licence mentioned in (1) above in the same terms as contained in paragraph 2 above.

Such licence shall where permitted by the Process Licensor, be made available without additional payment, unless and to the extent that paragraph 3 above applies. The Supplier's obligation under this paragraph shall terminate on the Cut-Off Date.

4.2 The Buyer shall: (1) from time to time provide the Supplier with technical information relating to any inventions, improvements and/or developments made by the Buyer in connection with the design, operation or maintenance of the Process A Unit; (2) grant to the Supplier the royalty-free, non-exclusive (non- transferable) right and licence to use the technical information disclosed under paragraph 4.2 (1) in Process A, and to practice any patents granted in respect of any such information in Process A, and to use and sell the products produced by Process A. The said rights and licences shall be extended to the Process Licensor and the licensees of the Process Licensor and of the Supplier for use in Process A. The Buyer's obligations under this paragraph shall terminate on the Cut-Off Date.

5. Patent Indemnity Notwithstanding Article 29 (Patent Indemnity) and subject to Article 30 (Limitation of liability) of the Agreement the Supplier's liability for indemnification pursuant to Article 29 (Patent Indemnity) of the Agreement arising in connection with the licence hereby granted shall be limited to per cent of the Paid Up Licence Fee specified in the Appendix 1 (Breakdown of Contract Price) to the Agreement. The Supplier's liability for indemnification under this paragraph shall terminate on the Cut-Off Date.

The Buyer shall be responsible for and pay any damages, claims or demands (including legal and other professional fees and expenses) in excess of the limit specified above.

6. Special Conditions for Termination 6.1 If the Contract is terminated by either party, then unless the parties agree otherwise, the rights and obligations of the Buyer and the Supplier in respect of licences for Process A granted pursuant to this Appendix 6 shall be terminated, except those provided in paragraph 6.2 below.

6.2 Notwithstanding the provision of paragraph 6.1 above, in the event that the Contract is terminated by the Buyer due to the Supplier's default, the Buyer shall have the right to request the Supplier to continue to grant the licences hereunder and to supply the Process Information. In such event, the Supplier shall do or have the Process Licensor so grant licences and supply the Process Information either i) by an assignment or novation of the agreement(s) for licences and the Process Information between the Process Licensor and the Supplier, ii) by arranging an agreement for the licences and the Process Information to be concluded directly between the Process Licensor and the Buyer or iii) by an agreement to be concluded between the Buyer and the Supplier separately from the Contract.

6.3 On the occasion of the termination of the Contract, except in cases where the licences will be continued to be granted in accordance with paragraphs 6.1 and 6.2 above: (1) all rights and licences granted hereunder shall terminate; (2) all the Process Information provided by the Supplier to the Buyer and all copies thereof shall be returned to the Supplier forthwith; (3) the Basic Design Fee shall be payable on a pro rata for the Basic Design work performed up to the date of termination of the Contract, such calculation being based on a fee of for completion of the Basic Design work for the Process A Unit; (4) if the Basic Design for the Process A Unit (whether preliminary or final) has been submitted to the Buyer prior to the date of termination of the Contract, the Supplier shall be entitled to receive per cent of the Paid Up Licence Fee from the Buyer. The Buyer shall pay the unpaid balance, or, as the case may be, the Supplier shall refund the excess paid by the Buyer within 60 days of the date of termination of the Contract; (5) if no Basic Design for the Process A Unit has been submitted to the Buyer prior to the date of termination of the Contract, the Supplier shall refund to the Buyer any Paid Up Licence Fee paid by the Buyer to the Supplier as at the date of termination of the Contract, and (6) The Buyer's obligation under paragraph 8 below shall survive any termination of the Contract.

6.4 If, in the twelve months following the date of termination of the Contract, the Buyer concludes a licence agreement either with the Supplier or the Process Licensor in respect of any process (es) hereby licensed, any sum paid by the Buyer as Paid Up Licence Fee under paragraph 6.3 (4) above shall be credited to any licence fees due under such agreement.

7. Trade Mark Licence Conditions 8. Secrecy Obligation Conditions Appendix 7 Appendix 7-1 Scope of Works and Supply 1. Scope of Works and Supply (sketch) Item Contents Supplier's scope Buyer's scope Remarks 2. List of Equipment The Equipment to be provided by the Supplier in accordance with Article 8.1 (Scope of Works) of the Agreement shall be as follows: 3. List of Technical Documents The Technical Documents to be provided by the Supplier in accordance with Article 8.4 of the Agreement shall be as follows: 4. Training of Buyer's Engineers The training of the Buyer's engineers referred to in Article 8.6 of the Agreement shall be conducted in accordance with the following conditions: Training of Buyer's Engineers 1. The Supplier agrees to receive the Buyer's engineers, including interpreters, for technical training within a period of man days including round trip traveling days at the factories in (country) selected by the Supplier.

2. The Supplier shall appoint its skilled and qualified engineer (s) to instruct the Buyer's engineers and to explain all the technical problems relating to the Equipment.

3. The Supplier shall arrange for the Buyer's engineers to be trained at different sections in the above factories to enable them to understand the technology and operation of the Contract Plant, and inspection, repair and maintenance of the Equipment.

4. The Supplier shall provide for the Buyer's engineers, free of charge, test instruments, tools, technical documentation, drawings, reference data, working clothes, safety wear and other necessities as well as suitable offices during their training period provided that the Buyer shall return them to the Supplier when the training has finished.

5. The Supplier shall submit the preliminary training program to the Buyer three months before the beginning of the training to enable the Buyer to begin to study. One month before the start of the training, the Buyer shall notify the Supplier of the personal data of the Buyer's engineers including name, sex, date of birth, nationality, specialty, qualifications, working place and mastery of foreign language. The final training program shall be fixed by both parties through consultations as provided in the Contract and the actual requirements of the Buyer's engineers after their arrival in (country).

6. Before the training starts, the Supplier shall explain in detail to the Buyer's engineers the operating regulations and other precautions for work.

7. The Buyer's engineers shall observe the laws and regulations of the (country) and rules and stipulations at the factories during their stay in the (country).

8. The Supplier shall provide the Buyer's engineers with accommodation, meals and transport facilities at the Buyer's expense.

In case of illness or accident of the Buyer's engineers during their stay in (country), the Supplier shall take necessary measures to take care of the Buyer's personnel in the best possible way. The cost shall be borne by the Buyer.

9. The Supplier shall assist the Buyer's engineers with all the formalities necessary to obtain visas for entry and exit as well as during their stay in (country).

10. The Supplier shall not charge a training fee to the Buyer in addition to the Contract Price, provided that all cost and expenses with respect to the Buyer's engineers' traveling and stay in (country) shall be borne by the Buyer.

11. The Supplier shall take necessary measures for the security of the Buyer's engineers during their stay in (country).

Appendix 7-2 Technical Specifications Appendix 7-3 Technical Documents for Approval by the Buyer Appendix 7-4 Time Schedule Appendix 7-5 The Supplier's Engineer's Technical Services and Working Conditions 1. The Supplier's Engineer In order to ensure the smooth construction of the Contract Plant by the Buyer, the Supplier shall be responsible for sending skilled, healthy and competent engineers to the Contract Plant to carry out the Technical.

Services during field construction, the Precommissioning and the Commissioning period.

The number of the Supplier's Engineer, the duration of their stay in the Buyer's country and their specialist skills are as indicated in Table 1 attached to this Appendix.

The exact number of the Supplier's Engineer, the duration of their stay in the Buyer's country and the date of arrival and departure from the Contract Plant shall be decided by both parties through negotiation based on how the field construction is progressing.

If adjustment to the man/months stipulated in the attached Table needs to be made, both parties will resolve such matters amicably.

2. Technical Services by the Supplier's Engineer 2.1 The Supplier's Representative stated in Article 18.2 (Supplier's Representative) of the Agreement shall appoint one of the Supplier's Engineer to be its general representative at the Contract Plant in accordance with Article 24. 1. 3 of the Agreement. He shall perform general Technical Services as contemplated in the Contract and fully cooperate and consult with the Buyer's general representative on the Contract Plant to solve any technical problems relating to the Contract.

The general representatives of both parties shall not have any right to alter or amend the Contract unless duly authorized by both the Buyer and the Supplier.

2.2 The Supplier's Engineer shall provide advice and instructions to the Buyer in order that the Equipment can be properly erected and installed by the Buyer at the Contract Plant in accordance with the relevant Technical Documents.

He shall also provide: (1) advice and instructions relating to, erection, installation, mechanical testing, the Precommissioning and maintenance of the Equipment, as required, and (2) advice and instructions relating to the Commissioning and the Performance Tests of the Contract Plant, as required, and further may provide advice and instructions relating to erection, installation, mechanical testing, the Precommissioning and maintenance of the equipment of the Contract Plant other than the Equipment to the extent such advice and instructions are crucial to attain the performance guarantees of the Contract Plant.

2.3 The Supplier's Engineer shall explain in detail the Technical Documents, and equipment performance, method of analysis and relevant precautions taken with respect to the Equipment and shall answer and solve technical queries raised by the Buyer under the Contract.

2.4 The Supplier's Engineer shall give the Buyer demonstrations on the operation of the Equipment in order to ensure the performance of the obligations of the Supplier's Engineer under the Contract including, but not limited to, the obligations set out in paragraphs 2.2 and 2.3 hereof.

3. The Technical Service Fee of the Supplier's Engineer and the method of payment 3.1 The Buyer shall pay the Supplier's Engineer Technical Service Fee as follows: General representative (sketch) The daily Technical Service Fee shall be paid even if the Supplier's Engineer work, in aggregate, less hours than those specified in paragraph 4.3 hereof for the duration of his stay at the Contract Plant because of climatic or other adverse conditions or because his working hours has to be modified to conform with local conditions or regulations.

3.2 The daily Technical Service Fee of the Supplier's Engineers shall be calculated from the date of departure by the Supplier's Engineer from his native country up to and including the date of return to such country.

3.3 All Sundays and official holidays of the Buyer's country shall be paid holidays for the Supplier's Engineer at the Contract Plant.

3.4 If any of the Supplier's Engineer is absent from work without the consent of the general representatives of both parties or is absent for personal reasons with the consent of the general representatives of both parties, the Buyer shall not pay the Technical Service Fee of such engineer for the period of absence, unless the reason for such absence is sickness as evidenced by the medical doctor or as agreed by the general representatives of both parties. Where the Supplier's Engineer falls ill as evidenced by the medical doctor or as agreed by the general representatives of both parties for a continuous period of more than 15 days, the Buyer shall cease to pay the Technical Service Fee from the day exceeding such 15 day period until such engineer returns to work at the Contract Plant.

3.5 The Technical Service Fee of the Supplier's Engineer shall be paid each month by telegraphic transfer to the Supplier's account with its designated bank within 30 days after the Buyer has received 4 copies of the monthly invoices issued by the Supplier together with copies of the time sheets of the Supplier's Engineer signed and agreed by the general representatives of both parties. In the case of discrepancies in invoices submitted by the Supplier, the Buyer shall have the right to withhold the amount in dispute but shall pay the remaining amount due in time. The amount in dispute shall be discussed by the general representatives of both parties in order to reach a settlement.

4. Working conditions and working system 4.1 Two months before the Supplier's Engineer is due to leave for the Contract Plant, the Supplier shall notify the Buyer of the personal data of the Supplier's Engineer including name, sex, date of birth, nationality, specialty, qualifications, working place and mastery of foreign language, etc., to enable the Buyer to assist in arranging his entry visas and necessary transportation from the border of the Buyer's country to the Contract Plant. The Supplier shall notify the Buyer, by cable/telex/fax 7 days before his departure, of his names, exact date of departure, flight No., exact arrival date, amount and weight of luggage, etc.

4.2 A general working schedule and a monthly plan shall be decided upon by the mutual agreement of the general representatives of both parties after the arrival of the Supplier's Engineer at the Contract Plant. The Supplier's Engineer shall carry out his work in accordance with the agreed working schedule with the cooperation of the Buyer.

Any revision of the working schedule shall be made with the agreement of the general representatives of both parties, through consultation.

4.3 The Supplier's Engineer shall work hours per week (work days per week and hours per day).

The daily starting and closing time shall be in accordance with the regulations of the Contract Plant.

If overtime work is needed, the hours shall be agreed in advance between the general representatives of both parties unless such overtime work is mandatory as per paragraph 4.4 hereof or is agreed by the general representatives of both parties.

The extra hours worked by the Supplier's Engineer over hours on a normal working day and the hours worked on Sundays and on the official holidays shall be regarded as overtime.

4.4 The general representative of the Buyer may require the Supplier's Engineer to work in shifts for hours per week during the period of the Commissioning and the Performance Tests of the Contract Plant.

The work hours of the Supplier's Engineer on shifts within hours per week during the period of the Commissioning and the Performance Tests of the Contract Plant shall not be regarded as overtime, provided however that if the Supplier's Engineer works in excess of the above working hours per week, the extra hours shall be regarded as overtime.

4.5 Whenever the Supplier's Engineer's overtime work comes to hours, the supplier's Engineer shall be allowed to leave one day in lieu.

If the Supplier's Engineer does not take the permitted leave or if the overtime work is less than hours, 1 hour of overtime shall be recorded as 1.5 hours on the time sheets and the Buyer shall pay an overtime fee of for every hour recorded as overtime. The overtime fee shall be paid as per paragraph 3.5 hereof.

4.6 The actual working hours, holiday with salary and overtime hours of the Supplier's Engineer shall be recorded daily in the time sheets in duplicate and signed by the general representatives of both parties. The time sheet shall be the basis for the payment of the daily Technical Service Fee and overtime fee of the Supplier's Engineer.

4.7 The progress of the work, the main work done every day, any problems arising or any accidents together with solutions reached shall be recorded in 2 log books written in English and signed each day by the general representatives of both parties, 1 copy for each party.

5. Vacations for the Supplier's Engineer 5.1 The Supplier's Engineer who is scheduled to work continuously in the Buyer's country for more than 6 months is entitled to bring his wife and two children younger than 15 years old to the Buyer's country after 6 months worked at the Supplier's expense.

5.2 The Supplier's Engineer who is accompanied by his family and who is scheduled to work continuously in the Buyer's country for more than 12 months shall be entitled to have a paid vacation of 15 days every 6 months of work.

5.3 The Supplier's Engineer who is not accompanied by his family and is scheduled to work continuously in the Buyer's country for more than 6 months shall be entitled to have a paid vacation of 12 days every 4 months of work.

5.4 All costs incurred on vacations for the Supplier's Engineer pursuant to this paragraph 5 excluding the daily Technical Service Fee of the Supplier's Engineer under paragraph 3.1 hereof shall be borne by the Supplier.

The actual dates taken as vacation shall be decided by the general representatives of both parties through consultation provided that the work at the Contract Plant is not affected. The 15 days of vacation taken by the Supplier's Engineer shall start from the date when he leaves the Buyer's country and shall end on the date when he returns to the Buyer's country.

The Supplier agrees that all its obligations with regards to the Contract Plant shall not be affected in any way during the vacation period of the Supplier's Engineer.

6. Compliance with laws and regulations The Supplier's Engineer and his family shall observe the laws and regulations of the Buyer's country and the rules and stipulations of the Contract Plant during their stay in the Buyer's country.

7. The Buyer's responsibilities and obligations 7.1 The Buyer shall make available for the Supplier's Engineer interpreters at the Contract Plant necessary for the Technical Services.

The interpreters shall be English/Chinese and/ or /Chinese as the case may be and as agreed between both parties. All expenses shall be borne by the Buyer.

7.2 The Buyer shall assist the Supplier's Engineer and his family to arrange visits, to organize their arrival and departure and to sort out any formalities during their stay in the Buyer's country. All expenses shall be borne by the Supplier.

7.3 The Buyer shall take necessary measures to ensure the security of the Supplier's Engineer and his family during their stay in the Buyer's country.

7.4 The Buyer shall make available to the Supplier's Engineer, free of charge, necessary office facilities, including but not limited to, copy services, postage, local telephone, telex and facsimile service, safety wear and necessary tools and instruments for the Technical Services, as well as transport between the lodgement and Contract Plant. If such transportation is not available, the Buyer shall provide the Supplier's Engineer with cars or reimburse car rental costs and shall bear the expense of fuel costs incurred by the Supplier's Engineer in getting to and from the Contract Plant. If cars are used for such commuting which belong to the Supplier, the Supplier shall be entitled to reimbursement from the Buyer for the fuel costs actually incurred by the Supplier's Engineer in getting to and from the Contract Plant.

7.5 The Buyer shall provide for the Supplier's Engineer and his family, free of charge, medical care and hospital treatment in the Buyer's country.

7.6 The Buyer shall provide for each of the Supplier's Engineer, free of charge, western standard accommodation with air conditioning, heating, shower with hot water, temporary cooking facilities, necessary furniture and toilet, as acceptable to the Supplier, and where the Supplier's Engineer bring his family, such accommodation shall be adequately increased in size.

7.7 The Buyer shall arrange for Chinese and western style meals for the Supplier's Engineer and his family. But the costs shall be borne by the Supplier's Engineer himself, provided that the price of such meals shall be equivalent to the standard price in the Buyer's country.

7.8 The Buyer shall arrange laundry and taxi services for the Supplier's Engineer and his family. Such costs shall be borne by the Supplier's Engineer except where provided for in paragraph 7. 4 hereof.

7.9 The Buyer shall assist the Supplier's Engineer in arranging for the import and export of a specified amount of personal goods as well as technical documentation, tools and instruments in accordance with the customs regulations in the Buyer's country, but all costs incurred in so doing shall be borne by the Supplier. The Supplier shall inform the Buyer, in advance, of the denomination, specification, quantity, weight, air waybill number, value and date of import and export of the goods mentioned above.

Notwithstanding the above, if at the request of the Buyer, such technical documentation, tools and instruments are made available by the Supplier's Engineer for the work, the Buyer shall pay the Supplier for the respective charges and freight charges and any other administrative expenditure incurred by the Supplier's Engineer in this matter.

8. Safety of Life In the case of grave danger to the life of any of the Supplier's Engineer and his family in the Buyer's country as a consequence of the actual or imminent occurrence of hostilities or acts of a war-like nature, the Supplier shall have the right to evacuate any of its personnel as required to ensure the safety of their lives.

Notwithstanding any other provisions to the contrary in the Contract, the cessation of all or any part of the Technical Services and the evacuation of the Supplier's Engineer under this paragraph shall be treated in all respects as a suspension as set out in Article 38 (Suspension) of the Agreement and the Supplier shall be entitled to recover from the Buyer all direct costs resulting from such an occurrence.

The cost incurred by the Supplier for the subsequent resumption of the Technical Services, including costs for remobilization, shall be considered a part of such costs.

9. Miscellaneous 9.1 The Supplier can call back or replace the Supplier's Engineer at its own cost provided that the work at the Contract Plant is not affected and provided that the Supplier has the consent of the general representative of the Buyer. During any overlap of the Supplier's Engineer at the Contract Plant, the Buyer shall pay Technical Service Fee for one engineer only during such overlap.

9.2 If any of the Supplier's Engineer falls ill for a continuous period of more than 15 days, the Supplier shall replace such engineer at the Supplier's cost with another engineer with the same technical skill.

9.3 In the case when the general representative of the Buyer requests the general representative of the Supplier to remove any of the Supplier's Engineer from the Contract Plant in accordance with Article 18. 2. 4 of the Agreement, all the costs for such replacement shall be borne by the Supplier.

Table 1.

(a) Total number of the supplier's Engineer: (b) Duration: (c) Specialized skills:

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