The Contract is signed on:合同订立时间：
The Contract is signed on:合同订立时间：
Both Parties, in compliance with the principles of equality, voluntariness, equity and good faith and in accordance with the Contract Law of the People’s Republic of China, the Construction Law of the People’s Republic of China and the relevant laws and administrative regulations, negotiate to an agreement for this Project and enter into this Contract.
Part one General information, document and effective condition
1. General information of the Project工程概况
Project Name: 工程名称：
Fund Resource: From资金来源：
2. Project scope工程承包范围
Please refer to the Additional Letter to the Construction Contract for the new Plant
3. Project Period合同工期
Project Period: days合同工期： 天
Subject to the written notice of the Employer以发包人书面通知为准
4.Quality standards adopted质量标准
The quality of this Project shall not only reach the standards for qualified project and pass the inspection for completion by the construction administrative department, but also reach the concrete quality standards described in the Drawings, tendering documents and other attachments of this contract.
5.Contract Price 合同价款
Contract Price (fixed price, including but not limited to any and all costs, expenses, profits, taxes and administrative department charges etc, ): million RMB Yuan
In capital: million RMB Yuan大写： 万元
If the Contractor does not receive the written notice from the Employer for move-in to the Site within 2 months after the Agreement is signed, either Party can terminate the Contract without giving any compensation.
6. Components of the Contract:组成合同的文件
The following documents shall be deemed to form and be read and construed as a part of the Project Construction Contract: (collectively referred to as the“Contract”
or the “Contract Documents”)
(2) Letter for Acceptance of Tender中标函
(3) Particular Terms of the Contract合同专用条款
(4)General Terms of the Contract合同通用条款
(5)Additional Letter to the Construction Contract for the extension project. (Attachment 1)
(6)Additional Agreement for the technical equipment in the construction contract and the tax (Attachment 2)
(7)Additional Agreements for the construction contract for the Extension of existing production plant. (Attachment 3)
(8)Quality Warranty Letter (Attachment 4) 质量保修书（附件四）
(9) Project Process Schedule (Attachment 5) 进度表（附件五）
(10) Drawing set 图纸
(11) Building Specifications 规范
(12) Tendering documents (including Description) 投标文件(包括工作描述)
(13) Supplementary Agreement concluded by the Parties during the performance of the Contract
7. The relevant words in this agreement shall have the same meanings as those respectively defined in the general terms of the contract as part II of this contract.
8. The contractor promises to the employer that he shall carry out and complete all of the construction works in accordance with the contractual provisions hereunder, and will undertake the responsibility of quality warranty for the project within the quality warranty period.
9. The employer promises to the contractor that he shall pay to the contractor the contract price and any other payable amounts in accordance with the payment terms and methods as agreed in the contract.
10. Come into effectiveness: 合同生效
The precondition for the effectiveness of this contract is the following: 合同生效的前提条件：
The employer has obtained an irrevocable and unconditional performance guarantee issued by a major Chinese Bank, under which the guaranteed value is RMB
The effective date should be the date on which the above-said precondition has been satisfied entirely.
第二部分 合同一般性条款 Part Two General Term
Definitions of Special Words & Contract Documents词语定义及合同文件
11.The definitions of special words:词语定义
The following words shall have the definition as defined in this article unless otherwise stipulated in this contract.
11.1 The Employer: The party as specified in the agreement which is qualified to be the project employer and is able to pay the contract price, and the legal successor to the title of the party.
11.2 The Contractor: The party as specified in the agreement that is qualified for contracting construction project and is accepted by the Employer, and the legal successor to the title of the party.
11.3 The Project Manager: The representative as appointed by the contractor to be responsible for the construction management and performance of the contract.
11.4 The Designer : The company entrusted by the Employer to be responsible for the design of this Project, who has obtained the relevant qualification certificate for project design.
11.5 The Supervisor : The company entrusted by the Employer to be responsible for the supervision of this Project, who has obtained the relevant qualification certificate for project supervision.
11.6 The Engineers: The general supervision engineer appointed by the Supervisor and the on-site representative (which is the designated consultant of the Employer).Their identity and authority will be specified by the Employer and the Contractor in the Particular Terms of the Contract. For the convenience of distinction, the general supervision engineer and his authorized representatives will individually be named as the Supervision Engineer in this Contract, while the on-site representative and his authorized representative will individually be named as the TKS Engineer in the Contract, collectively as the Engineers.
11.7 The Employer’s Representative: The person as designated by the Employer in the Agreement to carry out work on behalf of the Employer according to the Contract.
11.8 The Employer’s Personnel: The Employer’s Representative, any other staff, worker and other employee of the Employer, excluding the personnel of the Supervisor.
11.9The Project Price Administrative Authority: The relevant department of the State Council, the construction administrative departments of the local Administrative Authority at or above the county level or the project price Administrative Authority institute as authorized by the above mentioned departments .
11.10 The Project: The project within the contracting scope agreed in this agreement by the Employer and the Contractor.
11.11 The Contract Price: The amount specified in this Agreement by both Parties that the Employer shall pay to the Contractor provided that the Contractor has completed all the works within the contract scope and undertaken the responsibility of quality warranty in strict and full compliance with the contractual provisions.
11.12 The Additional Contract Price: In case the Contract Price needs to be increased during the performance of the Contract, the increasing part calculated according to the method agreed by both Parties after the confirmation and approval of the Employer.
11.13 Expenses: The economic expenditure excluded in the Contract Price and to be born by either the Employer or by the Contractor.
11.14 Project Period: The contracting days that are specified in the Agreement by both Parties and are calculated as per calendar days (incl. all weekends and statutory holidays).
11.15 The Commencement Date: The date on which the Contractor commences the construction hereunder as specified in the agreement.
11.16 The Completion Date: The absolute or relative date on which the Contractor completes the works under the contract scope as specified in the agreement.
11.17 The Drawings: Any and all the drawings satisfactory to the construction requirements of the Contractor (including accessorial instructions and related materials), which are presented by the Employer.
The Contractor’s Drawings: Any and all the drawings satisfactory to the construction requirements of the Contractor (including accessorial instructions and related materials), which are provided by the Contractor according to the requirements of the Employer and approved by the Employer.
11.18 The Site: The site provided by the Employer for the purpose of executing the Project and any other place specified by the Employer in the Drawings for the purpose of executing the Project.
11.19 In writing or written: The form where the contents it carries can be tangibly represented, such agreements, letters and digital documents (including telegrams, telexes, facsimiles, electronic data interchange and e-mails), etc.
11.20 Liability for breach: The liability to be taken by either Party who fails to fulfill the contractual obligations or fails to perform its contractual obligations in compliance with the agreements hereunder.
11.21 Claim: The claim against the other Party for economic compensation and/or extending the Project Period for the actual losses that are caused not due to his fault, but due to a reason attributable to the other Party during the performance of this Contract.
11.22 Force Majeure: Any objective situation that is unforeseeable, unavoidable or unconquerable as defined in details in Article 37.1 of this General Terms of the Contract.
11.23 Hour or day: In the Contract, where a period is specified to be calculated by hour, the period shall be calculated from the effective commencement of the event (the break time not to be deducted); where a period is specified to be calculated by day, the day of commencement shall not be included, and the calculation shall start from the following day. Where the final day of a time limit falls on a public holiday or other statutory holidays, the day after the holiday shall be deemed to be the final day of the time limit, but this shall not apply to the case of Completion Date. Closing time for the final day of a time limit shall be midnight 24:00.
12. Contract Documents and Interpretation Priority 合同文件及解释顺序
12.1 The documents of the Contract shall be taken as mutually explanatory and interpretable of one another. Their priority for interpretation shall be as follows:
(1) The Agreement 协议书
(2) the Letter for Acceptance of Tender中标函
(3) Particular Terms of the Contract 合同特别条款
(4) General Terms of the Contract合同通用条款
(5) the Additional Letter to the Construction Contract for the Extension of existing production plant. (Attachment 1)
(6)Additional Agreement for the technical equipment in the construction contract and the tax (Attachment 2)
(7)Additional Agreements for the construction contract for the Extension of existing production plant. (Attachment 3)
(8)Quality Warranty Letter (Attachment 4)质量保修书（附件四）
(9)Project Process Schedule (Attachment 5)进度表（附件五）
(12)Tendering documents (including Description)投标文件（包括工作描述）
(13)Supplementary Agreement entered between the Parties during the performance of the Contract
12.2 If there is any ambiguity or inconsistency in the Contract Documents, it shall be interpreted by the Engineers, and such interpretation shall be the final opinion when confirmed by the Employer.
13. Language and Applicable Laws, Standards and Specifications.
13.1 Language 语言文字
The Contract Documents shall be written, explained and interpreted in Chinese and English.
In case of discrepancy between two versions, the English version shall prevail.
13.2 Applicable Laws and Regulations 适用法律和法规
The Contract Documents shall be Administrative Authority by the Chinese laws and administrative regulations at the level of state.
13.3 Applicable Standards and Specifications 适用标准、规范
The Employer and the Contractor shall specify the names of the applicable national standards and specifications in the Contract; if there are no national standards and specifications but industry standards and specifications, the Parties shall specify the names of the applicable industry standards and specifications; if there are no national or industry standards and specifications, the Parties shall specify the name of the local standards and specifications to be applied where the Project is located. The Contractor shall provide the Employer with two sets of agreed standards and specifications (as required by the Employer). In case there exists applicable standards agreed by both Parties, such agreed standards shall apply in the first place.
All the Expenses for purchasing and translating the standards and specifications or making out the construction process shall be borne by the Contractor.
14. Drawings 图纸
14.1 The Employer should provide the Contractor with 7 sets of the specified Drawings. If the Contractor needs additional copy of the Drawings, the Employer shall duplicate it for the Contractor at the Contractor’s costs. The Contractor shall not use the Drawings for purposes irrelevant to the Project.
14.2 The Contractor must not provide the Drawings to any third party without the Employer’s approval. When the quality warranty period of the Project expires, the Contractor shall return all of the Drawings to the Employer except for those for the Contractor’s filing.
14.3 The Contractor shall keep a full set of the Drawings at the construction Site for the use of Project inspection by the Engineers and the Employer’s Personnel.
General Rights and Obligations of Both Parties双方一般权利和义务
15. Engineers and Employer’s Representative 工程师和发包人代表
15.1 The Engineers shall exercise them rights within the scope as agreed under the Particular Terms of the Contract; The Contractor confirms: if the Employer requires, according to the agreements of the Contract or during the performance of the Contract, that the Employer’s written approval shall be obtained before the Engineers exercise certain rights, the Engineers shall obtain the Employer’s approval and those acts without the approval of the Employer shall not be binding on the Employer.
15.2 The Employer and the Contractor further confirm that 1) any acts performed by the Engineers according to the rights under the Particular Terms of the Contract shall neither increase the Employer’s obligations nor relieve or ease the Contractor’s obligations under the Contract, otherwise such acts shall have no binding effects on the Employer; 2) any acts of the Engineers beyond the scope as authorized by the Employer will not be recognized by the Employer, and the Employer will not bear any liabilities arising out thereof; 3) the Engineers will in no events obtain any authorization with regard to matters such as the extension of the Project Period and the increase of the Contract Price, nor will they have rights to certify and confirm such matters, but this shall not apply to the approvals made by the TKS Engineer within the authorization scope agreed under the Particular Terms of the Contract.
15.3 The Employer’s Representative is entitled to carry out the overall quality, progress, expenses and contract management with regard to the Project on behalf of the Employer.
15.4 During the performance of this Contract, in case any event affecting the rights or obligations of the Employer and the Contractor occurs, the Supervision Engineer in charge of supervision shall handle objectively and fairly such event in accordance with his rights as specified in this Contract. If either Party disputes the decision of the Supervision Engineer, it shall be solved in accordance with Article 35 of the Contract in respect of dispute settlement.
15.5 The Engineers shall have no rights to terminate any of the Contractor’s rights or obligations as agreed in the Contract, unless otherwise stipulated clearly in this Contract or approved by the Employer.
16. Appointment of the Engineers and Instruction of the Engineers and Employer’s Representative
16.1 The Contractor confirms: the Supervision Engineer and/or the TKS Engineer shall have the right to give instructions within the scope as agreed in the Contract, while for matters beyond such scope the instruction shall be given by the Employer’s Representative and the Engineers jointly. The instruction or notice from the Engineers shall be signed by the Engineers and sent to the Project Manager in writing, and shall be valid at the time when the Project Manager signs his personal signature and writes the receiving time on it. When necessary, the Engineers can make an oral instruction, which shall be confirmed in writing within 2 working days thereafter, and the Contractor shall implement the instruction. If the Engineers cannot provide his writing confirmation in a timely manner, the Contractor shall require the confirmation in writing within 7 days after the Engineers give the oral instruction. The oral instruction will be deemed as confirmed if the Engineers fail to reply within 2 working days after the Contractor submits a request for confirmation.
If the Contractor considers that the Engineers’ instruction is unreasonable, he must submit a proposal in writing to the Engineers for modifying the instruction within 24 hours after receiving the instruction, and the Engineers shall determine to modify the instruction or continue implementing the original instruction and notify the Contractor in writing thereof within 24 hours after receiving the Contractor’s proposal. In case of emergency, the Contractor shall implement the Engineers’ instruction which the Engineers require to be implemented immediately or which the Engineers determine to continue implementing in spite of the Contractor’s disagreement on it.
16.2 The instruction of the Employer’s Representative will be given in written or oral form of written instruction or oral instruction, and the Contractor shall implement the relevant instructions after receiving:
1）Written Instruction: shall be delivered to the Project Manager or his authorized representative in written form after signed by the Employer’s Representative;
2）Oral Instruction: the Employer’s Representative and his authorized representative may send out oral instructions and give written confirmation within 2 working days after sending out such instructions. If the Contractor fails to receive the written confirmation from the Employer’s Representative within the specified time limit, the Contractor shall raise the request for written confirmation within 7 days after the Employer’s Representative or his authorized representative gives the oral instruction; If the Employer’s Representative fails to reply within 2 working days after the Contractor raises the request for confirmation, the oral instruction shall be deemed as confirmed.
If the Contractor deems the instructions given by the Employer’s Representative as unreasonable, he shall submit a written report to the Employer’s Representative within 24 hours after receiving the instruction. The Employer’s Representative shall determine to modify the instruction or continue to implement the original instruction and notify the Contractor in writing thereof within 2 working days after receiving the Contractor’s report. In case of emergency, the Contractor shall still implement the instructions which is required by the Employer’s Representative to be implemented immediately by the Contractor or which the Employer’s Representative determines to continue implementing in spite of the Contractor’s dissent.
16.3 The Supervisor, or the Employer shall notify the Contractor in writing at least 7 days in advance if the Engineers or the Employer’s Representative will be replaced. The successor must exercise and perform the predecessor’s rights and obligations as set out in the Contract Documents.
17. Project Manager 项目经理
17.1 The Project Manager selected for this Project is Mr ,His telephone number is:
17.2 A notice, request or demand issued by the Contractor according to this Contract shall be made in writing, signed by the Project Manager and delivered to the Engineers and the Employer’s Representative, and such notice, request and demand will only be valid after the Engineers and the Employer’s Representative sign their respective names and the receiving time on the return of the notice.
17.3 The Project Manager shall organize the construction work in accordance with the construction organization design (the construction plan) confirmed by the Employer and the instructions given by the Engineers and/or the Employer’s Representative according to this Contract. In case of emergency and when the Engineers and the Employer’s Representative are not available, the Project Manager shall take emergency measures to ensure the safety of the workers, the properties and the Project, and submit a report to the Engineers and the Employer’s Representative within 24 hours after such measures are taken. If the Employer or a third party is responsible for the occurrence of the emergency, the loss suffered by the Contractor shall be borne by the Employer, and the Project Period will be postponed accordingly. If the Contractor is responsible for the emergency, he shall bear the Expenses and the Project Period will not be postponed.
17.4 The Project Manager confirmed by the Employer shall principally not be replaced; if the Contractor needs to replace the Project Manager with sufficient reason, the Contractor must notify in writing to the Employer at least 7 days in advance about the replacement and such replacement shall be approved by the Employer. The successor shall continue to exercise and perform the predecessor’s rights and obligations as set out in the Contract.
17.5 The Employer has the right to require the Contractor to replace the Project Manager deemed as incompetent by the Employer. The Contractor shall provide a new competent Project Manager within 2 days after receiving the writing notice from the Employer.
18. Works to be done by the Employer 发包人工作
18.1 The Employer should complete the following works.
(1) Complete the work for land confiscation, compensation for demolition of housing and for relocation of residents and leveling off the construction Site etc in order to make the Site meet the construction conditions; and the Employer shall continue to be responsible for solving any remaining problems arising out of the above issues after the commencement of the construction.
(2) Connect the lines for supply of water, electricity and telecommunication necessary to the construction work from the outside of the Site into the Site and ensure such supplies during the course of construction.
(3) Make available the roadways from the Site to the public roads so as to satisfy the transportation needs for the Project and ensure smooth transportation during the execution of Project
(4) Provide to the Contractor with the geologic and underground pipeline information of the Site, and be responsible for the truthfulness and accuracy of these information.
(5) Complete the application and approval formalities for the Construction Permit, other approvals and permits necessary to the execution works, temporary land use, interruption of water supply, electricity supply, road traffic etc (except for the certificates to prove the Contractor’s qualification).
(6) Confirm the benchmark and Cartesian point of control, submit them to the Contractor in writing for an on-the-spot delivery and examination.
(7) Organize for the Contractor and the Designer to jointly examine the Drawings and deliver the design.
(8) Coordinate the work with respect to the protection of the underground pipelines near the Site, the adjacent buildings and structures (including preserved cultural relics) and ancient or precious trees, and bear the relevant Expenses.
18.2 Upon the request of the Employer, the Contractor must deal with part of or all the work stated in Article 8.1 for the Employer, and the related Expenses will be borne by the Employer, but the labor costs of the Contractor shall be borne by the Contractor.
19. Works to be done by the Contractor 承包人工作
19.1 The Contractor shall complete the following works within 14 days.
承包人应在 14 天内完成以下工作：
(1) According to the Employer’s entrustment, complete the design of the accessories to the Project and assist the Employer in handling the necessary examination and approval procedures.
(2) Be responsible for cleaning the Site after the construction Site is handed over to it by the Employer.
(3) Present the Engineers the weekly and monthly progress schedule and relevant progress statistics.
(4) Supply and maintain the lighting or other facilities used in daytime, and be responsible for safety guard.
(5) Provide the temporary office venue to the Engineers and the Employer in accordance with the requirements of the Supvervisor.
(6) Comply with rules regarding transportation, noise, environmental protection and safety of construction on the Site, promulgated by the relevant 行政ernment authorities in charge and complete relevant formalities and notify the Employer of the formalities in writing. All the Expenses arising out thereof and penalty caused by the Contractor will be borne by the Contractor.
(7) With respect to the completed Project, the Contractor shall be responsible for protecting the completed part before delivery to the Employer. The Contractor shall repair any damages during the protection period at his own costs. In the Particular Terms, both Parties shall specify the parts of the Project requiring the Contractor’s special protection measures and the Additional Contract Price entailed therefrom.
(8) Complete the work with respect to the protection of the underground pipelines beneath the Site, the adjacent buildings and structures (including preserved cultural relics) and ancient or precious trees.
(9) Ensure that the cleanness of the Site is in conformity with the relevant regulations in respect of environmental sanitation administration; before delivering the Project, clean the Site to meet the relevant requirements of Jiangsu Province Municipality concerning construction project; and undertake any loss and penalty caused by the Contractor’s violation of relevant regulations.
19.2 If the Contractor fails to perform the obligations as stated in Article 9.1, which causes loss to the Employer, the Contractor shall compensate the relevant losses of the Employer.
Construction Organization Design and Project Period 施工组织设计和工期
20. Progress Schedule进度计划
10.1 The Contractor must present a detailed construction organization design and the progress schedule to the Employer’s Representative and the Engineers within 5 working days after receiving the move-in notice from the Employer. And the TKS Engineer and the Employer’s Representative shall make confirmation or propose modification opinions within【 】days after receiving the afore mentioned documents, failure of which shall be deemed as the consents thereto.
20.2 The Contractor shall organize the construction works in accordance with the process schedule confirmed by the TKS Engineer and the Employer’s Representative and shall accept the inspection and supervision by the Engineers and the Employer’s Representative in respect of the Project’s schedule. The Contractor must submit improvement measurements within three days as required by the Engineers and/or the Employer’s Representative if the actual work progress is not in accordance with the confirmed schedule, and shall execute the improvement measurements after approved by the TKS Engineer and the Employer’s Representative. The Contractor has no right to claim Additional Contract Price for the improvement measures if the inconsistency between actual schedule and planned schedule is attributable to the Contractor.
The approval of or consent to the above execution organization design and the construction schedule by the Employer or the Employer’s Representative shall not be deemed as the amendment, variation and adjustment to the Contract and shall not relieve the Contractor of any liability for the Project Period, quality, Contract Price and Expenses, etc under the Contract.
21. Commencement a Deferral nd Handing-over of the Site 延期开工和施工现场交接
21.1 The Contractor shall commence construction on the Commencement Date as agreed in the Agreement. If the Contractor cannot commence on time, the Contractor shall submit to the Engineers and the Employer’s Representative requirement in writing for deferring the commencement with the necessary reasons not later than 4 days before the Commencement Date as set out in the Agreement. The Project Period can be extended accordingly only after the written explicit approval is obtained from the Engineers and the Employer’s Representative. If the Engineers and the Employer’s Representative disagree on the requirement on deferring the commencement or the Contractor fails to submit the requirement within the prescribed time limit, the Project Period cannot be extended.
21.2 Under special circumstances, the Employer may notify the Contractor in writing to defer the Commencement Date and the Project Period shall be extended accordingly. However, the Contractor will not make any requirements for Expenses against the Employer.
21.3 The Employer shall issue a written move-in notice to the Contractor 7 days before the Commencement Date. The Contractor shall take over the Site 3 days before the Commencement Date as stipulated in the Contract.
If the Site cannot be delivered on time due to reasons attributable to the Employer, the Commencement Date shall be calculated from the date when the Contractor takes the occupation of the Site actually. The Completion Date will be extended accordingly. However, the Contractor shall not ask the Employer to assume any Expense because of such delay of the Site delivery.
The Employer, the Employer’s Representative and the Employer’s Personnel as well as any other person authorized by the Employer shall be entitled to enter the Site at any time.
22. Suspension of Execution 暂停施工
If the Employer’s Representative deems necessary, the Employer’s Representative may require the Contractor for project suspension in writing, and shall within 3 days thereafter, provide a written statement of opinion. The Contractor shall suspend the construction and properly protect the completed constructions according to the requirement of the Employer’s Representative. The Contractor can submit in writing an application for resuming the construction after he has implemented the instruction of the Employer’s Representative, and the Employer’s Representative shall reply to such application within 48 hours. The Contractor can resume the construction work, if the Employer’s Representative fails to provide the written statement of opinion within the above-mentioned time limit, or fails to reply within 48 hours after receiving the resuming application from the Contractor. If the suspension is due to reasons attributable to the Employer, the Employer shall assume the Additional Contract Price arising out thereof and the Project Period shall be extended accordingly; If the suspension is due to reasons attributable to the Contractor, the Expenses arising out there of shall be assumed by the Contractor and the Project Period shall not be extended.
23. Delay in Project Period 工期延误
13.1 The Project Period can be postponed after jointly confirmed by the TKS Engineer and the Employer’s Representative if one or several of the following matters causes the delay:
(1) The Employer fails to provide the Drawings as agreed in the Contract.
(2) The Employer fails to punctually make payment of the Contract Price for more than thirty (30) days without any justifiable reasons, which renders that the Project cannot be continued normally.
(4)Other situations under which the Project Period shall be extended as agreed in the Contract.
13.2Within 7 days after the occurrence of the above situations in Article 13.1, the Contractor shall submit to the Employer’s Representative and the TKS Engineer a special deferral report regarding the content of the delay and the economic expenditure incurred thereby and provide relevant information to the Employer’s Representative and the TKS Engineer. After receiving the report, the Employer’s Representative and the TKS Engineer shall appraise the influence such situation may have on the Project Period according to the approved construction organization design and the progress schedule and give confirmation or reply in writing within 14 days. If the Employer’s Representative and the TKS Engineer consider that the Contractor shall provide further corresponding plan or material, the Contractor shall provide the same unconditionally. If the above situations the Contractor may cite are durative events, the Contractor shall report the event and state the reason to the Employer’s Representative and the TKS Engineer in time within 7 days after such event occurs and shall submit a summary report to the Employer’s Representative and the TKS Engineer at the end of each month, and provide relevant materials according to the requirement of the Employer’s Representative and the TKS Engineer from time to time.
If the Contractor’s fails to complete the Project within the Project Period is not due to any of the above situations or due to the above situation but without completing the above procedures, the Contractor shall assume the corresponding liabilities for breach in accordance with Article 33 of this General Terms of the Contract.
23.3 If the Project Period is delayed due to reasons attributable to the Contractor and the Contractor further fails to fulfill the measures for improvement in accordance with the Employer’s requirement, the Employer is entitled to entrust other construction enterprise to perform the whole or part of the Project and the Contractor shall still take the above liability for breach and shall indemnify the Employer from and against any Expenses arising out thereof.
24. Completion of the Project工程竣工
24.1 The Contractor shall complete the Project on the Completion Date as set out in the Agreement or the postponed date as agreed by the Employer’s Representative and Engineer.
24.2 The Contractor shall undertake the liability for breach in accordance with this General Terms of the Contract if he cannot complete the Project on the Completion Date as set out in the Agreement or the postponed date as agreed by the Engineers due to reasons attributable to himself.
24.3 During the construction, if the Employer requests to complete the Project ahead of the schedule, the Employer and the Contractor shall sign an early completion contract after negotiation, which will be as part of this Contract. The early completion contract shall include the Contractor’s measures to ensure quality and safety of the Project and the conditions offered by the Employer for the early completion and Additional Contract Price required for the early completion.
Quality and Inspection 质量与检验
25. Quality of the Project工程质量
25.1 The quality of the Project shall meet the quality standards as set out in this Agreement. If, due to reasons attributable to the Contractor, the Project fails to meet the quality standards as agreed upon, the Contractor shall undertake the liability for breach..
The Contractor further warrants that the Project can satisfy the following requirements:
1) The design, materials, equipment and execution quality shall be in conformity with the provisions under the Contract and meet
(1) the relevant state standards for design, execution and inspection of the PRC and complete any work not shown in any Contract Documents but necessary for complying with such state standards of the PRC.
(2) the relevant standards and regulation as mentioned in the tendering documents, and complete any work not shown in any Contract Documents but necessary for complying with such German standards and regulations.
Safety and high construction efficiency.安全和施工效率高。
Meeting the design requirements and interpretations in the Drawings.
Meeting the standard for a professional contractor and rules of good engineering practice.
Other reasonable requirements put forward by the Employer in order to ensure the Project’s achieving the standards stipulated in the Contract.
In case the Project finally fails to meet the project quality standard of excellent and the above requirements due to reasons attributable to the Contractor, the Contractor shall pay liquidated damages to the Employer as provided in Article 33 of this General Terms of the Contract and take other corresponding liability for breach.
25.2 If the requirements of the quality under the Contract are lower than the state standards of the PRC, the Contractor shall notify the Employer immediately for the Employer’s Representative to give proper instruction.
During the execution of the Project, the Contractor shall arrange personnel of quality examination at all levels in accordance with the provisions of relevant 行政ernment authorities of the People’s Republic of China and make quality examination in strict accordance with the current provisions of the People’s Republic of China and the requirements under the Contract.
As the general contractor of the Project, the Contractor shall be responsible for the overall quality of the Project and ensure that the Project quality will eventually meet the standards and requirement stipulated in the Contract. If the Contractor thinks the instructions of the Employer or the Employer’s Representative may have an inevitable adverse influence on the quality of the Project, the Contractor shall give a written report to the Employer and put forward opinion for improvement. If the Employer insists on the original scheme and such insistence adversely influences the quality of the Project, the Contractor shall not take any liability.
25.5 If there is dispute on the quality of the Project between both Parties, the Project will be examined by the project quality examination institute approved by the Employer. The relevant Expenses and the loss entailed therefrom will be borne by the liable Party, and if both Parties are liable, will be shared respectively according to either Party’s degree of liability. During the quality examination, the Contractor shall unconditionally continue to perform all of his obligations under this Contract.双方对工程质量有争议，由发包方同意的工程质量检测机构鉴定，所需费用及因此造成的损失，由责任方承担。双方均有责任，由双方根据其责任分别承担。质量鉴定期间，承包人应无条件继续履行其在本合同下的所有义务
26. Examination and Rework检查和返工
26.1 The Contractor shall execute the construction in strict accordance with the standards and specifications, requirements of the Drawings and instructions made by the Engineers under this Contract, accept the Engineers’ inspection and examination at any time and provide convenience for the Engineers’ inspection and examination.
26.2 Once the Employer’s Representative discovers the part of Project which fails to meet the requirements under the Contract and the agreed standard, he may require the Contractor to rework, and the Contractor shall rework according to the time as required by the Employer until the requirements are met. The Contractor shall bear on his own the rework Expenses originating from failure to meet the requirements as agreed under the Contract and the Project Period shall not be extended. If the requirements still fail to be met after rework, the Contractor shall bear the liability for breach of contract pursuant to Article 33 of this General Terms of the Contract.
27. Concealed Work and Intermediate Inspection隐蔽工程和中间验收
27.1When the Project is ready to be concealed, or has reached the point for intermediate inspection stipulated in the Contract, the Contractor shall conduct the self-examination, and then notify the Engineers in writing to inspect 48 hours before the concealing and the intermediate inspection. The Contractor’s notice shall include the content, time and venue of the concealing and the intermediate inspection. The Contractor shall prepare the inspection record. Only after the inspection is passed and the Engineers signs on the record, can the Contractor proceed with the concealing and construction. If the inspection fails to be passed, the Contractor shall modify the Project within the time limit set forth by the Engineers and then put it into re-inspection.
27.2 Either Engineer shall send a notice for postponement to the Contractor in writing 24 hours before the inspection if he cannot carry out inspection on time, and the postponement cannot exceed 48 hours.
28. Re-inspection 重新检验
No matter whether the Engineers have conducted an inspection, whenever they request a re-inspection of the concealed part, the Contractor shall separate such part or dig holes as required, and re-conceal or repair such part after the re-inspection, If the inspection shows the construction satisfactory and the Contractor has performed the obligation of notification in accordance with the Contract, the Employer shall bear all the Additional Contract Price entailed therefrom and extend the Project Period accordingly. If the inspection shows the construction unsatisfactory or the Contract fails to perform the obligation of notification in accordance with Article 17 of the General Terms of the Contract, the Contractor shall bear all Expenses entailed therefrom, and the Project Period shall not be extended.
29. Trial Run 工程试车
19.1 If it is agreed to execute the trial run for special items like the cranes or the air conditioning, the scope of the trial run must be in strict compliance with the requirements under the technical attachment of the Contract.
29.2 If the Employer deems a trial run of the production equipment necessary, it shall conduct the same in accordance with the provisions of this Article.
When in the course of production equipment installation, a single machine is ready for trial run without any load, the Contractor shall organize a trial run, and shall notify the Employer’s Representative in writing of such trial run 48 hours in advance. The notice shall include the content, time and place of the trial run. The Contractor shall prepare the record of the trial run, and the Employer shall provide the necessary conditions for the trial run according to the Contractor’s requirements. If the trial run meets the standards, the Employer’s Representative shall sign on the record of the trial run.
When in the course of production equipment any installation, the whole set of machines is ready for a trial run without load, the Employer shall organize a trial run and shall notify the Contractor in writing of such trial run 48 hours in advance. The notice shall include the content, time and place of the trial run, and the requirements to the Contractor. The Contractor shall make the preparations according to the requirements. If the trial run meets the standards, the two Parties shall sign on the record of the trial run.
29.4 Liabilities of Either Party 双方责任
(1) If the trial run fails to meet the inspection requirements due to reason of the design, the Employer shall request the Designer to modify the design, and the Contractor shall re-install according to the modified design. The additional Expenses for design modification, demolition and re-installation shall be borne by the Employer, and the Project Period shall be postponed accordingly. However, if the design for the corresponding part is completed by the Contractor, the Contractor shall modify the design and re-install according to the modified design, and shall bear all the Expenses for the design modification, demolition and re-installation, where the Project Period shall not be extended.
(2) If the quality of the machine causes the failure of trial run, the Party that purchased the machine shall be responsible to re-purchase or repair it, and the Contractor shall be responsible for the demolition and re-installation. If the machine is purchased by the Contractor, the Contractor shall bear the cost of repair or repurchase, demolition and re-installation, and the Project Period shall not be extended. If the machines is purchased by the Employer, the Employer shall bear the above-mentioned costs as Additional Contract Price and the Project Period will be postponed accordingly.
(3) If the failure of trial run is due to the Contractor’s construction, the Contractor shall re-install and conduct the trial run as request by the Employer’s Representative and bear all of the relevant Expenses for the reinstallation and the trial run, and the Project Period shall not be postponed..
29.5 Only after the trial run without load turns eligible can the Contractor continue the execution of the Project or conduct the inspection for the completion of the Project.
29.6 If the Employer needs the cooperation of the personnel to be assigned by the Contractor in conducting the trial run with load, the Contractor shall assign the relevant professional personnel to participate according to the instruction of the Employer. The Expenses of the trial run with load shall be borne by the Employer, and the labour costs of the Contractor may be reasonably compensated by the Employer.
发包人如在负荷试车时需要承包人派员配合, 承包人需根据其指令派有关专业人员参加, 负荷试车的费用由发包人承担，承包人的劳务费用可以由发包人适当补偿。
30. Safety and Safety Inspection安全施工与检查
30.1 The Contractor shall comply with the relevant regulations with regard to safety of construction and conduct the construction work in strict accordance with safety standards, accept the supervision and inspection conducted by industry safety inspection personnel according to laws at any time, and take necessary safety precautions to remove potential safety hazards. The Contractor shall assume liability for any accidents which occur due to lack of adequate safety precautions and the Expenses entailed therefrom.
30.2 The Contractor shall conform to the regulations concerning the construction safety management of the People’s Republic of China and the local 行政ernment of the place where the Project is located as well as to the reasonable requirements concerning the construction safety management from the Employer. The Contractor shall designate special personnel to take charge of the construction safety and well fulfill a safe construction.
30.3 The Contractor shall be responsible for the personal injury and property loss of the Contractor’s personnel and third parties which occurs on the Site during the course of construction works.
31. Security 安全防护
21.1 Before the Contractor carries out construction work in the vicinity of power equipment, electricity circuits, underground pipelines, air-tight concussion-proof workshop, inflammable and explosive areas and busy streets, the Contractor shall submit safety protection measures to the Engineers, and carry out such measures after receiving the approval from the Engineers.
31.2 Before the Constructor carries out blast operations, or conducts construction activities (including storage, transportation and use) in a radioactive or hazardous environment, or uses hazardous or erosive substances in construction work, it shall notify the Engineers in writing 14 days prior to such activities, propose corresponding safety measures, and implement such measures upon approval by the Engineers.
Before conducting any work likely to result in danger, the Contractor shall establish measures concerning safety and protection for the Employer’ s examination. The Contractor shall assume all the liabilities and losses arising out of any accident due to the Contractor’s insufficient measures. The Project Period shall not be extended under such situation.
During the execution of the Project, the Contractor shall take charge of the following work on the Site: fireproofing, waterproofing, safeguarding, storage of goods, cleaning of the Site and environment protection, etc.
During the execution of the Project, the Contractor shall undertake to indemnify and hold harmless the public from any injury and death, and the public property and facilities from any infringement and losses. In case any damage of public facilities or casualty of the public results from the execution of the Project, the Contractor shall take whole liability and bear all Expenses arising out thereof.
The Contractor shall execute unconditionally any requirement put forward by the Employer for ensuring the Project’s safety.
All measures, formalities and expenditures necessary for completing the above work by the Contractor shall have been included in the Contract Price.
32. Accidents handling 事故处理
22.1 Liability for any safety accidents which occurs during the construction shall be born by the Contractor, no matter the accident is caused to the Contractor’s personnel, the Employer’s Personnel or to any third party. So the Contractor shall do the safety work earnestly or buy insurance for the Project. In case the Employer is required by law to compensate any third party, the Employer has the right of deducting the compensation amount directly from the Contract Price. The Contractor promises to hold the Employer harmless from any loss which may result from the safety accidents arising out of the construction; if loss is caused to the Employer for the safety accidents arising therefrom, the Employer is entitled to claim compensation against the Contractor.
32.2 In the event of any accident with grave casualty, the Contractor shall immediately report to the relevant 行政erning authorities according to the relevant provisions, notify the Employer within 4 hours after becoming aware of such accident, and properly deal with such accident according to the requirements of the relevant 行政erning authorities simultaneously. The entailed Expenses shall be borne by the party liable for the accident.
32.3 The Employer and the Employer’s Representative shall not violate the proceedings for safe operation or force the Contractor to execute the Project at risk, otherwise the Contractor has right to reject such instruction for the need of safe production. However, no contractual obligations of the Contractor will be so relieved. Liability for safe production shall be borne by the Contractor.
Contract Price and Payment合同价款与支付
33. Contract Price and Adjustment合同价款及调整
33.1 The Contract Price shall be stipulated in this Agreement by the Employer and the Contractor, as stated in the tendering documents and its attachments hereto.
33.2 The Contract is a fixed price contract. The Contractor acknowledges that it has taken into full consideration of all the risks within the contracting scope of the Project in its tender quotation and it will assume the relevant Expenses on its own account.
The Contract Price covers all accessory work necessary for executing and completing the Project under the Contract, the expenses thereof and the relevant profit and tax, no matter whether they have been stated in the Contract or whether they can be foreseen at the time of signing the Contract.
33.3 In case of any changing of the quantity of the Project arising out of changes proposed due to reasons attributable to the Employer and the Contract Price needs to be therefore adjusted, the adjustment shall be made according to the following conditions:
If prices applicable to the changing of the Project have been provided in the Contract, the Contract Price shall be adjusted in accordance with such existing prices;
If there are only prices applicable to the situation similar to the changing of the Project in the Contract, the Contract Price may be adjusted with reference to such similar prices;
If no prices applicable to the changing of the Project or to the situation similar to the changing of the Project has been provided in the Contract, the Contractor shall propose proper adjustment for the Contract Price according to the reasonable market price at that time according to the Contract, and such adjustment shall be executed after the Employer’s confirmation.
33.4 If the Contractor confirms in writing the adjustment it makes, the Engineers shall reply within 14 days after receiving the Contractor’s written confirmation.