CONTRACT OF IMPORT SALE OF BOILER EQUIPMENT 买方： Buyer 地址address 法定代表人Legal representative 卖方：Seller 地址address 法定代表人Legal representative 本合同由买卖双方缔结，用中、英文字写成，两种文体具有同等效力，按照下述条款，卖方同意CONTRACT OF IMPORT SALE OF BOILER EQUIPMENT
This Contract，made out，in Chinese and English，both version being equally authentic，by and between the Seller and the Buyer whereby the Seller agrees to sell and the Buyer agrees to buy the undermentioned goods subject to terms and conditions set forth hereinafter as follows
1 Base Price & Scope of supply 基价和供货范围
The following prices and supplies are based on the Technical specification No. TS-NY-11-0016 Rev.1 prepared by Mitsubishi Heavy Industries, Ltd.
如下价格和供货是以三菱准备的No. TS-NY-11-0016 Rev.1技术资料为基础。
No. (序号) Description of supplies（货物描述） Quantity （数量）
DDP TOTAL AMOUNT（按完税后交货条件，总金额）
i). 3ry RH Tube of Boiler (for 2units) 锅炉特种钢管 2 SET（套） 人民币14,080,000.-
ⅱ). 3ry RH Outlet Header and Tee Piece with Stub Tubes (for 2units) 2 SET
出口头和T形接头短管2套 （套） 人民币30,955,200.-
ⅲ) Tee Piece weld seams(for 1units)
T形接头焊缝设备 1 SET（套） 人民币12,826,400.-
iv) T/A Fee 技术指导费 人民币 2,038,400.-
TOTAL PRICE 总价 人民币 59,900,000.-
2. quote price 价格计算
i) All the equipments are provided by Mitsubishi Heavy Industries, Ltd.
ⅱ) The price mentioned above are quoted under condition that all of the items and quantity offered shall be ordered in one lot at the same time within the validity period. In case of partial order, prices shall be re-quoted.
ⅲ) This price is subject to exchange rate variation. Variation in the exchange rate between time of quotation and the payment shall be dealt with as follows:
(a) The exchange rate at time of signature of this contract is .4/RMB. Thus, the total price amount in JPY is JPY742,760,000.-.(Base Price)
(b) The actual payment in RMB shall be adjusted by dividing the due amount of Base Price by the exchange rate of J/RMB at TTB published by Central Bank of China one day before the payment if the exchange rate is less than .4/RMB.
(c) If the exchange rate at the time of payment is more than .4/RMB, the Seller can select the payment in RMB as shown in the quoted amount.
ⅳ) T/A fee is preliminary calculated based on the unit rate as per T/A’s general terms and conditions in Attachment-2 and the estimated man/days shown in the technical specification. If the actual man/day is changed from the assumption, this T/A fee shall be adjusted. The detail calculation’s is attached as annex-3.
3 Terms of Delivery:交货条件
DDP Power Station in accordance with the terms defined in INCOTERMS 2000.
4 Delivery Period:交货期
The delivery periods for the each units are the following periods to be counted after contract signed by both parties subject to availability of cargo space of vessel or flight and approval of Japanese government for export, if necessary.
For items of No.1 Unit: On or Before December,15th,2011 at DDP power station.
For items of No.2 Unit: On or Before May ,1st,2012 at DDP power station Subject to Seller’s receipt of Letter of Intent
5 The Seller shall supply/provide the followings under this Contract:
5.1. Seller’s scope of work under this quotation is for supply of goods described in Attachment-1
5.2. Any works other than stipulated in Article 4.1 above, including, without limitation, those which are listed below, are out of the scope of Seller.
(A) Any bank guarantee.任何银行保证
(B) Installation and Inspection at site.现场安装和检查
6) Payment conditions:付款规定
50% of the contractual amount shall be paid by TTR within 30 days after signing the Contract.
Remaining amount shall be paid by TTR within 30 days after arrival of the goods at Power Station.
7) Warranty Conditions:保证条款
Seller warrants to Buyer that the Parts shall be free from any defect in material and/or workmanship for a period of twelve (12) months after installation or eighteen (18) months from the date of FOB date which ever comes earlier. (“Warranty Period”)
In case that the defect mentioned in the above is found during the Warranty Period, Seller shall at its option, promptly repair at no extra cost to Buyer or deliver to the site of the Project replacement Parts. In such case, the Warranty Period for said item or part shall be extended for a period of 12 months from the date of shipment. In no case shall Seller have any liabilities for defects whether discovered or not, including latent defects, beyond the expiration of 12 months from the date of delivery of the original Parts.
Seller’s obligations to repair or replace defective Parts applies to those Parts which are in themselves defective and does not apply to any other item which might be damaged as a consequence of the failure of the defective Parts.
The duties, liabilities and obligations of Seller under this Article do not extend to any repairs, adjustments, alterations, replacements or maintenance of the Parts which are required as a result of normal corrosion, erosion or wear and tear of the Parts or any act or omission of a third party other than as caused by the negligence of Seller.
AS REFERRED IN THIS CLAUSE, REPAIR, REFURBISH OR REPLACEMENT OF PARTS SHALL BE THE BUYER’S SOLE AND EXCLUSIVE REMEDY IN RELATION TO ANY CLAIMS IT MAY HAVE AT LAW OR IN EQUITY ARISING OUT OF OR IN RESPECT OF ANY DEFECTS AND/OR NON CONFORMITY IN THE PARTS, INCLUDING, WITHOUT LIMITATION, ANY DEFECTS CAUSED BY CONTRACT OR BREACHING ANY WARRANTY GIVEN UNDER THIS ARTICLE, WHETHER SUCH CLAIMS ARE BASED IN EQUITY, CONTRACT, INDEMNITY, WARRANTY, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY) OR OTHERWISE.
THE WARRANTIES SET FORTH IN THIS ARTICLE SHALL BE LIMITED TO THE EXPRESS TERMS SET FORTH HEREIN. TO THE EXTENT PERMITTED BY LAW, NO IMPLIED STATUTORY OR COMMON LAW WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE SHALL APPLY TO ANY PARTS REPAIR PROVIDED UNDER THIS CONTRACT.
8) Confidential Information:保密信息
8.1. Definition 定义
For the purposes of this article, “Information” means the contract itself, all technical information and data relating to the nature and/or specification of the Repairing Parts and/or services provided and/or repaired parts, or to be provided, to Buyer by Seller under this Contract and all intellectual property rights therein. All Information shall be and remain the property of Seller.
8.2. Covenant 约定
Buyer undertakes to Seller that (a) it shall not use any Information for any purpose other than the proper performance by it of its obligations hereunder, and (b) it shall not, without the express written consent of Seller, disclose any Information to any person other than to such of its directors, employees and advisers who are necessarily required in the course of their duties to receive and act on the same for the purpose of the proper performance by it of the obligations to which it is subject pursuant to this Contract.
8.3. Limitations 限制范围
The obligations of confidentiality provided for in Clause 7.2 shall not apply to Information which (a) is in the public domain as at the date of this Contract or comes into the public domain hereafter otherwise than by reason of the disclosure of such Information in breach of the terms of this Contract, (b) was already demonstrably known to Buyer at the date of disclosure and had not been received in confidence from Seller, or (c) is required to be disclosed as a matter of law in which case Buyer shall notify Seller of such requirement for disclosure prior to such disclosure.
8.4.This Agreement 本协议
Neither Party shall disclose the making of this Contract nor its terms without the prior written consent of the other.
9） FORCE MAJEURE;不可抗力
In the event the performance by Seller of its obligations hereunder is prevented, restricted or delayed by any event of force majeure, including, but not limited to, act of God, flood, typhoon, earthquake, tidal wave, landslide, tsunami, fire, plague, epidemic, quarantine restriction, perils of the sea; acts of war (declared or not) or serious threat of the same, terrorism, disturbance of transportation, civil commotion, blockade, arrest or restraint of government, rules or people, requisition of vessel or aircraft; strike, lockout, sabotage, other labor dispute, explosion, accident or breakdown in whole or in part of machinery, plant transportation or loading facility, governmental request, guidance, order or regulation; unavailability of transportation or loading facility; curtailment, shortage or failure in the supply of fuel, water, electric current, other public utility, or raw material including, without limitation, crude oil, petroleum or petroleum products; bankruptcy or insolvency of the manufacturer or supplier of the goods provided under this Contract, boycotting of Japanese goods, substantial change of the present international monetary system; or any other causes or circumstances whatsoever beyond the reasonable control of Seller, then, Seller shall not be liable for loss or damage, or failure or delay in performing its obligations under this Contract and may, at its option, extend the time of shipment or delivery of the goods and/or services provided under this Contract or cancel unconditionally without liability of the unfulfilled portion of this Contract to the extent so affected.
10) Limitation of Liability:赔偿责任限制
The aggregate liability of the Seller, on all claims of any kind, whether in contract,warranty, liquidated damages, indemnity, tort (including negligence), strict liability, errors or omission or otherwise, arising out of the performance or breach of this Contract, the use of any Parts shall not exceed 50% of the total value of the Contract. The Buyer shall present satisfactory evidence that the damage lies in the work of this Contract. For the avoidance of doubt, all liability shall terminate upon the expiration of the warranty period under this Contract.
In no event, whether as a result of breach of contract, warranty, indemnity, tort (including negligence), strict liability, or otherwise, shall the Seller’s Parties be liable for loss of profit or revenues, loss of business, loss of use of the plant including, but not limited to, GTLS and/or any associated equipment, cost of capital, cost of substitute equipment, facilities, services or replacement power, downtime costs, claims of Buyer’s customers for such damages, or for any special, consequential, collateral, downstream, incidental, indirect, punitive or exemplary damages.
11) Liquidated Damages违约偿金
If the Seller fail to delivery any Part in accordance to the delivery schedule in the Contract, the Seller shall pay liquidated damages to the Buyer for the failure to deliver the Parts at the rate of 0.2% of the delayed Part price per month, which one is higher up to a maximum of 2% of the Contract value.
The foregoing liquidated damages shall be in lieu of all actual damages and the payment of liquidated damages shall be sole and exclusive remedy of Buyer in respect of any failure by the Seller to deliver the Parts in accordance with this Contract.
12) Other Terms and Conditions其他规定
Unless otherwise specifically mentioned in herein, other terms and conditions shall be subject to Attachment1&2.
(2) If there is any contradiction between this contract and attached General condition, this contract shall take precedence over the General condition.
13）Attachment of the Contract价格附件
Attachment1: Terms and Conditions附件1 条款规定
Attachment2: Contract for Dispatching Technical Advisor附件2 技术顾问派谴合同
Attachment3: Technical specification. 附件3 技术提案