ICC MODEL CONTRACT FOR THE TURNKEY SUPPLY OF AN INDUSTRIAL PLANT 国际商会工厂交钥匙供货标准合同 Chapter 1 General clauses 第一章 一般条款 Article 1 Definitions 第一条 定义 Between _______________ hereafter the Supplier (此后称为卖方) 和 andICC MODEL CONTRACT FOR THE TURNKEY SUPPLY
OF AN INDUSTRIAL PLANT
Chapter 1 General clauses 第一章 一般条款
Article 1 Definitions 第一条 定义
_______________ hereafter “the Supplier” (此后称为“卖方”)
_______________ hereafter “the Purchaser” (此后称为“买方”)
The Purchaser desires to acquire on a turnkey basis a plant whose technical characteristics and guaranteed performances are set out in Annex !; the supplier has the necessary skill, know-how and resources for the design, supply installation testing, start up and operation of plants of the type set out in Annex 1. It is agreed as follows:
Chapter 1 General clauses 第一章 一般条款
Article 1 Definitions 第一条 定义
The terms defined in this Article shall have the meanings indicated hereunder:
Battery Limit MEANS THE BORDERLINE INDICATED AS SUCH ON THE Layout drawings.
Commencement Date means the date on which the obligations to perform the work commence, according to Article 3.2.
Confidential Information means confidential information as defined in Article 34.1.
Contract means this document., together with the attachments and subsequent alterations and additions agreed in writing, as defined more precisely in Article 35.
Contract Price means the price set out in Article 25.1 for the provision of the Plant (including the supply of all the goods and services which are indicated in Article 4.2 of this Contract).subject to such additions or deductions as may be made under the provisions of the Contract.
Country means the country where the Plant is to be installed.
Defect means any non-conformity of the Plant as defined in Article 31.
Equipment means any or all of the items of equipment (machinery, materials, components, spare parts, etd.) which the Supplier undertakes to supply under this contract as more particulary set out in Annex 2.
Erection means all mechanical erection, electrical and instrumentation installation, insulation, etc. which is necessary for putting the Plant in a condition to perform Erection Testing.
Erection Certificate means the certificate referred to in Article 20.1.
Erection Equipment means any machinery, tools and other equipment, lifting and transport equipment, power, water, raw materials, facilities and aids and any other matter reasonably necessary for the Erection, Start Up and performance Testing and any other operations which are to be performed before Taking Over.
Erection Te3sting means the running of every machine and/or group of machines of the Plant with or without raw materials(as appropriate) in order to check their correct erection and functioning.
Guaranteed Performance means the production parameters of the plant specified in Annex1-B.
Incoterms means the trade terms issued by the International Chamber of Commerce as in force at the date on which this Contract is signed.
Layout means the layout of the equipment constituting the Plant indicating the Battery Limits, as established by the Supplier according to Article 8.
Minimum Performance Levels means the minimum performance parameters specified in Annex1-C below which Taking Over shall not take place.
Party means either the Supplier or the Purchaser, and together the Parties.
Performance Test Procedures means the procedures and prescriptions to be observed during Performance Testing, as specified in Annex 9.
Performance Testing means the operation of the Plant intended to demonstrate that the Plant, when used in production, reaches the performance and other characteristics as guaranteed in this Contract., according to Article 22.
Plant means the production unit which is the subject-matter of this Contract.
Products means the products to be manufactured with the Plant.
Project Representative means the representative of either Party nominated in accordance with 6.4.
Site means the premises where the Plant is to be installed in accordance with this Contract, as defined in Contract Schedule A.
Site Representative means the person who represents either Party on the Site, the authority and functions of whom are described in Article 6.4.
Start Up means the stage during which the Plant is gradually put into production for the purpose of testing its correct operation, which stage ends with the completion of the Performance Testing.
Taking Over means the moment when the Plant is deemed to be fully accepted by the Purchaser according to Article 23.1.
Taking Over Certificate means the certificate referred to in Article 23.2.
Technical Documentation means the documentation regarding the Equipment, Erection, operation and maintenance of the Plant, to be provided by the Supplier, which is listed in Annex 4.
Time Schedule means the Time Schedule defined in Article 7.1, as may be altered according to Article 7.2.
第二条 诚信和公平交易 Article 2 Good faith and fair dealing
Good faith in performing the Contract. In carrying out their obligations under this Contract the Parties will act in accordance with the principles of good faith and fair dealing.
Good faith in interpreting the Contract. The provisions of this Contract, as well as any statements made by the Parties in connection with it, shall be interpreted in good faith.
第三条 合同约束力 Article 3 Entry into force of the4 Contract
Entry into force. This Contract shall enter into force on the date of signature by both Parties.
The Parties will undertake all necessary steps for facilitating the occurrence of the events indicated in Article 3.2.
Commencement Date. The Commencement Date shall be the date on which the latest of the events listed in Contract Schedule B has occurred. If no event has been listed in Contract Schedule B, the Commencement Date shall be the date of signature of this Contract.
Non-occurrence of the Commencement Date. If the Commencement Date has not occurred, according to Article 3.2, within six(6) months from the date of signature (or within such other term as may be agreed between the Parties: see Contract Schedule C), either Party may terminate the Contract by written communication to the other Party.
第四条 标的与合同范围 Article 4 Subject matter and scope of the Contract
Scope. The purpose and subject matter of this Contract is the supply, on a turnkey basis, of an industrial plant as described in Annex 1.
Supplier’s obligations. The turnkey supply of the Pllant comprises the foolwing:
（a）工厂设计；the design and engineering of the Plant;
The preparation of the Layout of the Plantr, according to Article;
（c）按附录2-A供应设备；the supply of the Technical Documentation specified in Anex 4;
Thte supply of the Technical Documentation specified in Annex 4;
The supply of spare parts and consumables as specified in Annex 2-B and 2-C;
Thte supervision of Erection, Erection Testing, Start Up and Performance Testing of the Plnt, as specified in Articles 18 to 22;
The training of Purchaser’s personnel in accordance with Article 24;
The supply of product know-how, according to the license contained in Annex 12, if the Parties have filled in such Annex.
4.3 买方工作范围。卖方应提供：Scope of Purchaser’s work. The Purchaser shall provide:
All civil works, including but not limited to buildings, roads, foundation;
The supply and setting up of general services such as main branches up to the Battery Limits for electricity, water, erc;
The Erection Equipment and personnel necessary for Erection, Erection Testing, Start Up, and Performance Testing, ad defined in Annex 8.
Guaranteed Performance. The Supplier guarantees that the Plant, once erected and started up in conformity with this Contract, will have the performance characteristics specified in Annex 1. It is agreed that the successful completion of the performance Test in conformity with the requirements specified in this Contract, means that the Supplier has fulfilled its obligation to guarantee the performance, as indicated in this paragraph.
Purchaser’s general obligation to obligation to observe Supplier’s instructions. The Guaranteed Performance and, more generally, all guarantees given by the Supplier with respect to performance and operation of the Plant are conditional upon the observance by the Purchaser of the following obligations:
The Purchaser must follow the instructions and procedures specified by the Supplier;
The materials used for production and/or maintenance must fulfill the requirements stipulated by the Supplier. In case of disputed, the Purchaser must supply samples and allow testing;
The management, operation and maintenance of the Plant must be in accordance with the written instructions and procedures given by the Supplier and the information provided during the training.
Complete Plant. The Supplier guarantees that the Plant has been designed with due care and that it includes everything which is patently necessary for the Plant to provide the operating characteristics as defined in the Contract and for obtaining the Guaranteed Performance. The Plant does not include items which are outside the Battery Limit.
Laws, regulations. The Plant shall be designed and manufactured in accordance with the legislative requirements in force in the Country at the date of signature of this Contract and in accordance with the standards specified, if any, in Annex1. In case of a change of such legislative requirements after the date of signature of this Contract, and before Taking Over, the Supplier shall be obligated to conform to this change and the Purchaser shall be obliged to pay the additional costs related therewith and shall accept any consequent time extension.
Purchaser’s duty to cooperate. The Purchaser shall take all reasonable steps in order to assist the Supplier in performing its obligations under this Contract.
The Purchaser shall obtain import permits and/or licenses required for any part of the Equipment in accordance with the applicable Incoterm and, to the extent applicable, building permits and operating permits. The Purchaser shall, at the Supplier’s request, assist the Supplier in obtaining (temporary ) import permits and/ or licenses for Supplier’s Erection Equipment, visa and/or work permit required in the Country for Supplier’s personnel and any further authorizations, consents and/or approvals necessary for the performance of this Contract in the Country. The Purchaser shall obtain such permits and licenses, or render such assistance within the time limits stated in the Time Schedule or, if not so stated, within reasonable time having regard to the time for delivery of the Equipment and the time for Erection and Start Up.
第五条 改变和增加工作 Article 5 Alterations and additional work
Non-substantial alterations. The Supplier is entitled until taking Over to make any non-substantial alterations and additions to the Plant. Non-substantial alteration means any modification or addition which does not affect the characteristics of the Plant, its Guaranteed Performance and the time for completion of the Supplier’s obligations in accordance with the Time Schedule and which does not entail charges or costs for the Purchaser.
The Supplier must notify the Purchaser in writing of the proposed modifications and shall be entitled to carry them out if the Purchaser does not object within fifteen days from the date of receipt of such notification.
The Purchaser shall not unreasonably withhold its consent.
Alterations requested by the Purchaser. The Purchaser may at any moment before Taking Over request such alterations or additions to the Plant which he considers appropriate and which had not been considered when negotiating the Contract. In such case the Supplier shall submit an estimate of the cost variations and the possible implications with respect to the Time Schedules and the Guaranteed performance, and the Purchaser will decide if it wants to accept such conditions. If the Purchaser does not accept the Supplier’s proposals, the Purchaser shall reimburse the Supplier the reasonable costs for preparing the estimate at its request.
ARTICLE 6 ASSIGNMENT SUBCONTRACTORS- PARTIES’ S REPRESENTATIVES
Prohibition of assignment. Neither Party is entitled to assign this Contract without the previous written agreement of the other Party.
Sub-contractors and sub-suppliers. The Supplier has the right to sub0contract any part but not all of this Contract to sub-contractors and to purchase any Equipment from third parties. Sub-contractors or sub-suppliers mentioned in Annex 3 cannot be changed without the Purchaser’ s approval and such approval shall not be unreasonably withheld or delayed.
Liability for sub-contractors or sub-suppliers. The Supplier is liable to the purchaser for goods, work and other undertakings as supplied by a sub-contractor or sub-supplier.
Project Representative and Site Representative. Each Party will nominate within thirty (30) days from the date of signature of this Contract a Project Representative and a Site Representative. Nominations of each Party must be notified to the other Party in writing.
The Project Representative shall be authorized during the period up to Taking Over to take decisions on behalf of the respective Party with regard to the performance of the Contract.
The Site Representative shall have the authority to take, on behalf of the respective party, all decisions of a technical nature regarding the activities to be performed on the Sited.
The Project representative and the Site Representative must be fluent in English and/or other languages, as may be agreed upon between the Parties.
第七条 进度计划和配合 ARTICLE 7 TIME SCHEDULES AND CO-OPERATION
Time Schedule. The Time Schedule, which is attached hereto as Annex 5, specifies the dates for the performance by the Parties of the main obligations under this Contract.
Alterations to the time Schedules. Save for extensions of time due to force majeure under Article 33. it is agreed that, if either Party
Does not comply with the dates specified in the Time Schedule for its obligations;
Does not perform in a timely manner any obligation upon which the performance of the other party’s obligations is conditional; or
Otherwise causes situations which delay the timely performance (e.g. by requiring alterations or modifications to the Layout),
The deadlines for performance by the other Party shall be automatically extended, to the extent they have been influenced by the above-mentioned circumstances. In such case, the Parties will agree as soon as possible upon the corrections to be made to the Time Schedule.
Chapter 2 Supply of technical documentation, equipment and spare parts
第八条 图纸 Layout
Layout. The Purchaser will transmit as soon as possible (and in any case not later than within thirty (30) day after the Commencement Date) the information as set out in Contract Schedule D, which is necessary for the preparation of the Layout. Within thirty (30) days, or such other period as agreed by the Parties, from receipt of such information the Supplier will provide the Purchaser with the Layout. If the Purchaser does not object in writing within fifteen (15) days from receipt of the :Layout, such Layout shall be final.
Corrections to the Layout. If the Purchaser ascertains that the Layout of the Plant does not conform to the indications given to the Supplier or is incomplete, it will return the respective documentation together with its observation to the Supplier within 30 days from receipt of the Layout. The Supplier shall make the necessary corrections within 15 days and will send the corrected Layout to the Purchaser at its own expense.
If the Purchaser objects in writing within 15 days from receipt of the corrected Layout to the Supplier, then the Parties’ representatives shall convene within 15 days to agree on the final Layout.
第九条 技术文件 Article 9 Technical Documentaton
Technical Documentation to be provided by the Supplier. The Supplier will provide the Purchaser with the Technical Documentation, which is listed in Annex 4 in accordance with the timing set out in such Annex and in the Time Schedule.
Corrections to the Technical Documentation. If an error or omission in the Technical Documentation is discovered before Taking Over, any additional cost for work or material resulting from the error or omission shall be for the account of the Supplier. However, if errors are caused by inaccurate or incomplete information from the Purchaser, the Purchaser shall reimburse the Supplier for all costs incurred in this respect.
Use of Technical Documentation. The Technical Documentation can be used only for the purpose of operating and maintaining the Plant.
第十条 设备发运 Article 10 Supply of the Equipment
Deadlines for shipping. The Supplier agrees to ship the Equipment, in accordance with Article 11 hereundr, within the deadlines set out in the Time Schedule.
Storage. If the shipment cannot be effected at the date defined in the Time Schedule due to reasons for which the Purchaser is responsible, the Supplier shall be entitled to store the Equipment at the Purchaser’s risk and expense in suitable premises.
第十一条 发运-包装-标记 Article 11 Shipmen- Packing-Marking
Reference to Incoterms. Any reference to trade terms in this Contract is deemed to be a reference to the Incoterms.
Shipment. Unless otherwise agreed (particularly in Contract Schedule E), the Supplier will deliver the Equipment according to the Incoterm “Carriage and Insurance Paid to “(CIP). In case the Parties have not specified otherwise in Contract Schedule E, the Site will be the named place of destination.
Packing. The Supplier will provide, at its expense, such packing as is usual for the respective Equipment and is suitable for the agreed means of transportation and for the foreseeable conditions of storage at the destination.
Marking –Packing list and other documents. Details regarding marking, packing list and other documents are contained in Contract Schedule E.
Transfer of risk. The risk of loss or damage to the Equipment will be transferred to the Purchaser in accordance with the applicable Incoterm.
第十二条 设备提货 Article 12 Taking delivery of the Equipment
Taking delivery of the Equipment. The Purchaser shall take delivery of the Equipment at the agreed place of destination. If the place of destination is other than the Site (e.g. a port in the Country), the Purchaser shall be responsible for the transportation from such place of destination to the Site.
Examination of the Equipment. The Purchaser shall examine the Equipment at the place where he has to take delivery as soon as possible and in any case not later than ten (10) days after the Equipment arrives at the place of destination.
The Purchaser shall, in particular, check that the packing is not damaged and that all the Equipment indicated in the respective shipping lists has been received and has not been damaged.
Notification. The Purchaser shall notify the results of the above examination of the Equipment, by registered letter with return receipt or by fax followed by registered letter with return receipt or by courier, within ten (10) days of the examination.
Joint examination of the Equipment at arrival. The Supplier is entitled to take part, through a representative, in the examination indicated in Article 12.2. If the Supplier informs the Purchaser that it desires to take part in such examination, the Purchaser shall give timely notice of the arrival of the Equipment and the date fixed for the examination. In case of joint examination the Partied will make a protocol indicating the results of such examination, which protocol will be signed by both parties. Such protocol replaces the notification indicated under Article 12.3.
Missing or damaged Equipment. If it appears that certain Equipment is missing or damaged:
The Purchaser shall attempt to limit the damage by taking suitable measures;
The Purchaser shall not return, or attempt to repair the Equipment without the Supplier’s prior written consent;
The Parties shall consult each other in order to agree upon the repair or replacement of missing or damaged Equipment and to evaluate the impact of such occurrence upon the Time Schedule. If it is not clear from the circumstances that the loss or damage is the Supplier’s responsibility (or that it occurred before the risk passed to the Purchaser), the Purchaser shall bear the cost and risk relating to the above repair or replacement, provided that ifit should subsequently be determined that the Supplier was responsible, the Supplier shall reimburse the above costs;
The Purchaser shall immediately notify the event of loss or damage both to the insurance company as indicated in the transportation insurance policy, if any, and to the carrier; and give notice thereof without any delay to the Supplier.
第十三条 备件、原料和部件 Article 13 Spare parts, raw materials and components
Spare parts. The spare parts indicated in Annex2-B are included in the Contract price.
Cost of spare parts. Any further spare parts may be supplied, on request of the Purchaser, at the price in force at the time of receipt of the request, for a period of 10 years from Taking Over.
第三章 安装、调试、接收和培训 Chapter 3 Erection, testing, taking over and training
第十四条 双方义务 Article 14 Obligations of the Parties
Scope of Supplier’s obligations. The Supplier undertakes to supervise the Erection, Erection Testingk, Start Up and Performance Testing, as set out in detail hereafter.
Purchaser’s personnel. The Purchaser shall provide the Supplier, for all the time that it is necessary, sufficient qualified personnel for the performance of the activities indicated in Article 14.1 hereabove. The number and the qualifications of such personnel are specified in Annex 8-C are not sufficient, the Purchaser will provide such further personnel as appears to be necessary.
Preparatory work. The Purchaser shall complete, within the deadline fixed in the Time Schedule for starting the Erection, all works, foundation, utility connections for which it is responsible, as provided in the Layout, and will provided any supplies that are not at the Supplier’s charge as well as whatever may be necessary for the Erection.
Storage of the Equipment. The Purchaser will store all received Equipment at the Site (or at another place of its choice) at its risk and expense in premises that are adequate for preserving the Equipment from any loss, damage or deterioration.
Erection Equipment. The Parties will provided in a timely manner the Erection Equipment and services in accordance with Annex 8-A and 8-B.
Telephone and fax connections. The Purchaser shall provided shall provide international telephone and fax connections to areas outside the Country.
第十五条 现场管理 Article 15 Management of the Site
Responsibilities of the Parties with respect to operations at the Site. The Purchaser shall be responsible for the working conditions and for maintaining order on the Site, and for the care, custody and safekeeping of the Equipment and all other goods which are at the Site.
The Supplier shall be responsible for the supervision during the stages from the start of Erection until Taking Over. The Supplier’s Site Representative shall be responsible for all questions regarding the timing and operation during Erection, Start Up and Performance Testing.
The Purchaser shall ensure that its personnel and its contractors act in accordance with the reasonable instructions of the Supplier’s Site Representative. Any possible disagreement between the Parties shall be noted in the work diary indicated in Article 15.2 hereunder.
Work diary. The Site Representatives will, during the period from the commencement of Erection until Taking Over, keep a work diary on which they will jointly record, in chronological order all the activities which have been performed, any substantial facts which may influence the progress of the operations, and the hours spent by each member of Supplier’s personnel. The work diary will be signed every day by the Site Representatives of the Parties (or by their authorised representatives).
Interpreter. During the stay of Supplier’s personnel in the Country, the Purchaser shall make available, on the request of the Supplier, an interpreter fluent in English and the dominant language of the Country.
第十六条 卖方人员 Article 16 Supplier’s personnel
Number of persons and duration. The Supplier will provide its technical personnel for the performance of the activities indicated in Article 14.1. The number of persons and periods of stay are indicated in Annex 7-A. The Supplier warrants that the manpower indicated above is sufficient, under normal conditions, for providing the services that are indicated in Article 14.1.
Additional manpower. Should it appear necessary to provide Supplier’s technical personnel at the Site for period of time which exceed those indicated in Annex 7-A, the Supplier shall make available such personnel, at the Purchaser’s request, as soon as available. To the extent the need of such additional manpower is due to reasons for which the Supplier is not responsible, the Purchaser shall pay for each additional man / day of such personnel the daily fees indicated in Annex 7-B. Such daily fees will be invoiced monthly to the Purchaser and will be paid by the latter before the end of the month following the month of the respective invoice.
Article 17 Travel and lodging expenses of Supplier’s personnel
Travel expenses. Travel expenses of Supplier’s personnel from the Supplier’s business place to the Site will be for the Supplier’s account. Local travel expenses between the place where the personnel is lodged and the Site will be borne by the Purchaser.
Living expenses. The Purchaser will directly pay all living expenses (board and lodging. etc.) incurred by Supplier’s personnel in the Country.
第十八条 安装 Erection
Notice of availability and confirmation by Purchaser. Not later than thirty (30) day before the deadline indicate in the Time Schedule for the commencement of Erection, the Supplier shall notify the Purchaser of the date on which the Erection shall start. The Purchaser shall confirm without delay, and in any case with an advance of at least fifteen (15) days the date of commencement of Erection, that it is ready to start Erection and that the Erection Equipment, services and personnel specified in Annex 8 will be available before such date.
Personnel present at the Site. The Supplier shall ensure that its Site Representative and such other personnel as may be necessary for the preparation of the Erection are present at the Site in due time The remaining personnel shall be present as required.
Preparation of the Erection. Before starting Erection the Site Representatives will jointly check that:
The Equipment to be erected is at the Site and is ready for installation;
All preparatory works, connections, etc., have been completed according to the Layout and possible updating of the same; and
All skilled personnel, as necessary for the Erection are available.
Commencement of the Erection. The Erection shall be deemed to have started when the Parties sign a protocol stating that all the conditions for commencing the Erection are net. The Parties may however decide to commence Erection also in case some of the above conditions are not met, provided such fact is mentioned in the protocol, together with an indication of the measures tobe taken in order to remedy the unmet conditions.
Carrying out of the Erection. The Erection will be carried out by the Purchaser’s personnel under the supervision and guidance of the technical personnel of the Supplier.
The Supplier is entitled to inspect and check at any time the performance of the Erection and to give reasonable instructions to the Purchaser’s personnel.
第十九条 安装调试 Erection Testing
Commencement of Erection Testing. As soon as the Erection has been completed, the Supplier will notify the Purchaser, at least fifteen (15) days in advance of the date of commencement of the Erection Testing.
Performance of Erection Testing. The Erection Testing shall be carried out by the Purchaser’s personnel under the supervision of the Supplier.
The Purchaser shall put at the Supplier’s disposal for the whole period of Erection testing, whatever is necessary for its performance, such as skilled personnel, tools, spare parts, energy, raw materials, etc.
Completion so Erection Testing. When Erection Testing has been completed to the Supplier’s satisfaction, the Supplier shall so notify the Purchaser in writing.
第二十条 安装证书 Article 20 Erection Certificaste
Drawing up of the Erection certificate. Immediately after the notification under Article 10.3, the Parties will inspect the Plant and will jointly draw up an Erection Cerfiticate stating the completion of the Erection. The Erection Certificate shall in particular indicate:
That the Supplier has provided all Equipment to be delivered in accordance with the Contract, and
That the Plant has been correctly erected and that all the Equipment operates correctly from the mechanical and electrical point of view.
Defaults or deficiencies. Should the above inspection reveal any defaults or deficiencies which do not allow the Start Up, the Party responsible for such deficiencies shall remedy them within the shortest possible time, and a new inspection shall be carried out before drawing up of the Erection Certificate. Minor defaults or deficiencies that do not hinder the Start Up shall not delay the drawing up of the Erection Certificate, but they shall be mentioned in the Erection Certificate, together with the indication of the deadlines and actions that the defaulting party will take to remedy them.
20.3 Completion of Erection Testing in absence of the Purchaser. if the inspection and /or Erection Testing are not carried out, and the Erection Certificate is not issued within thirty (30) days after the date of completion of the Erection Testing indicated in Article 19.3. due to the absence of the Purchaser’s Representatives or for any other reason for which the Purchaser is responsible, the Erection shall be deemed to be completed when such 30 day term expires, and the Supplier will be entitled to draw up the Erection Certificate without the Purchaser’s participation.
第二十一条 工厂开车 Article 21 Start Up of the Plant
Commencement of Start Up. When the Erection Testing has been completed the Supplier shall commence the Start Up.
Operation of the Plant during Start Up. During the Start Up the Supplier shall be responsible for the technical operation of the Plant, and will operate the technical process with its supervisory personnel together with the Purchaser’s operators. The Purchaser shall instruct its personnel diligently to observe all the directions given by the Supplier’s supervisory personnel.
Purchaser’s obligations during ‘Start Up. During the Start Up period the Purchaser shall make available its operating personnel, tools, energy, raw materials indicated by the Supplier, spare parts and whatever else may be necessary for the correct operation of the Plant.
第二十二条 性能调试 Article 22 performance Testing
22.1 调试开始。当卖方认为工厂具备性能调试条件，其应书面通知买方其开始性能调试的意向并写明可以开始调试的日期。 收到上述通知10天内，买方应任命代表出席性能调试。如买方未能完成上述义务，性能测试可以在买方未到场的情况下，于通知里写明的日期开始。
Commencement of the tests. When the Supplier considers that the Plant is ready for Performance Testing, it shall notify the Purchaser in writing of its intention to start the Performance Testing and will indicate the date on which such testing can be commenced. Within ten (10) days from receipt of the above notice, the Purchaser shall name its representatives to witness the Performance Testing may start at the notified commencement date without the witnessing of Purchaser’s Representatives.
Performance of the tests and protocol. Performance Testing will be carried out in accordance with the Performance Test Procedures set out in Annex 9 and with respect to matters not indicated in such document, in accordance with the standards and principles normally applied in test runs for plants of a similar kind.
The Supplier shall draw up a protocol that will report all the results of the tests and which will be signed by both parties. If there is disagreement between the Parties about the successful completion of the Performance Testing, the Site Representatives will state their respective point of view in the protocol.
Repeated Performance Testing. If testing reveals that the Plant does not meet the Guaranteed Performance, the Supplier shall without delay take all necessary steps to correct such deviation. If the deviation is not insignificant, new testing will be carried out within a reasonable time at the request of either party, with respect to the portion of the Plant that did not meet the Guaranteed Performance.
Time-limit for Performance Testing. In any case the Performance ?Testing must be completed within sixty(60) days, or such other period as may be agreed in writing by the Parties, from the date on which Start Up has commenced If it has not been possible to carry out the performance Testing, or the repeated Performance Testing, within the above time limit, for reasons for which the Purchaser is responsible , such time limit shall be extended for a further sixty (60)days If after such further time limit no Performance Testing has been carried out, and provide this is due to reasons for which the Purchaser is responsible, the Performance Testing shall be considered as having been successfully carried out at that date.
Modifications, additions and repairs. The Supplier shall, during the time from completion of the Erection to Taking Over perform, at its expense, all repairs, modifications, replacements and additions to the Equipment that are necessary for the purpose of attaining the Guaranteed Performance and respecting the Supplier’s obligations under this Contract.
第二十三条 接收 Taking Over
Taking over. The Plant shall be deemed to have been taken over by the Purchaser, and Taking Over is deemed therefore to occur at the time whe:
The performance Testing has shown that the Plant can attain the Guaranteed Performance; or
The repeated Performance Testing has shown that the Plant has attained the Minimum Performance Levels; or
The Performance Testing has not been carried out within the time limit of Article 22.4 for reasons for which the Purchaser is responsible.
Taking Over Certificate. Within five (5) days from the date on which Taking Over has occurred, the Purchaser shall issue the Taking Over Certificate conforming to the form in Annex 11 to confirm Taking Over in accordance with Article 23.1 In the event that the Purchaser has not so issued the Taking Over Certificate notwithstanding that Taking Over has occurred in accordance with Article 23.1, the Supplier shall issue the Taking Over Certificate and submit it to the Purchaser.
Minor adjustments, etc. Deviations from the agreed operating characteristics, together with other deficiencies or shortcomings in the Plant, including but not limited to those specified in the protocol mentioned in Article 20.2, that can be rectified by means of minor adjustments or additions and do not hinder the Plant from being operated in accordance with the Contract, shall not constitute any due reasons for not Taking Over the Plant. Such deviations shall be considered a defect under Article 31.
No right to dispose of the Plant. Until the Plant has been taken over in accordance with Article 23.1, the Purchaser shall have no right to dispose of the :plant and the Equipment without written agreement between the Parties’, not shall the Purchaser be entitled to take the Plant or portions thereof into operation other than for Performance Testing Purposes.
Taking into operation without the Supplier’s permission. If the Plant, or a portion thereof if taken into operation without the Supplier’s permission, and before Taking Over in accordance with Article 23.1, the Plant or that portion of it which has been taken into operation shall be deemed to have been taken over. The Supplier shall notify the Purchaser in writing of the date and time when the Plant or portion thereof is deemed to have been taken over under the provisions of this paragraph.
Responsibility for care, custody and control. Upon Taking Over the Purchaser assumed full responsibility for the Plant and its operation.