PartAInstruction      指南
PartBSchedules of Commercial Quotation     商务书格式
PartCStatement of Work 工作说明
PartDTechnical Specifications       技术规范
PartETerms and Conditions of the Contract   合同条款
1.(the Owner) wishes to receive inquiry document for Drawing Audit as detailed in this document.
2.Should your company be interested in submitting a inquiry document for these works, please complete the enclosed Inquiry Letter and Inquiry Schedules and return in a sealed envelope to (Before 11:00am December 19th 2006):
如果贵公司有意提交上述工作之报价,敬请完成随后所附之报价信和报价明细并将其装入一个密封的信封在2006年12月19日 星期二上午11:00之前返回至:
3. Qualification requirements:资质要求:
Organization with Class I qualification for review of housing construction drawing design documents certified by Shanghai Construction and Traffic Committee.
4.Your responding document should also include (you are requested to respond specifically to all the points below, even if you have no comment for a specific point, you should clearly state “no”):
Commercial Quotation (bind separately):商务报价(单独装订):
Introduction of the quotation document include any information you considered helpfully for explaining about your advantages.
Quotation letter报价信
Full details of your offer贵方报价之详情
Copy of Business License and bank credit certification营业执照及资质证书复印件
Technical particulars of the working team you will organize for the performance of the works under the contract (including the CV of drawing review personnel for various disciplines)
Past Performance in performing similar contracts and experience with international clients. As a minimum include three references including company name, contract number, magnitude of contract, contact name and phone number so that JKPM/BSAS can contact to verify your past performance.
Technical Specification (bind separately):技术说明(单独装订):
Copies of offerer’s quality control.质量保证措施。
Work Schedule 进度安排
Description of drawing review process审图过程如何进行的描述
A list of any deviations from this Inquiry Document与本询价文件内容不同之处的清单
Any alternatives that you would like the Owner to consider
Note:Allthecopiesneedcompany chops.备注:所有复印件需加盖公章。
5.Related Expense报价费用
Whatever the result of the inquiry is, offerers shall bear all the related expenses.
6.Alteration of Inquiry Documents询价文件修改
The Owner has the right to amend this Tender Document in 3 days before the deadline of submission of inquiry documents. Any written amendment will be part of this Inquiry Document.
7.You must visit the site before submitting inquiry documents to ascertain the existing site condition. No adjustment to your tendered price will be considered for unknown or unexpected site conditions.
8.Language 报价语言
The languages of inquiry related documents shall be both in Chinese and English.
The English Language shall be prevailing between Chinese and English in all documents of this Inquiry.
9.Seal and Mark of Inquiry Document报价文件的密封、标记
10.All offerers shall provide a set of original quotation documents and three sets of duplicate quotation documents, and marked with “Original” or “Duplicate” on their cover.
The original and duplicate quotation documents shall be signed by authorized representatives and sealed with the company chop.
The original and duplicate quotation documents shall be sealed separately, and marked:
(1)Quotation submission address as instructed in this Inquiry Document
(2)Quotation Document No.报价编号;
(3)Offerer’s name and address报价企业名称和地址;
(4)Clear indication of no opening until the scheduled time of Document-opening
Quotation in manner of telephone or Fax is unacceptable.
Disk copy of quotation document must be submitted at the same time.
10.Correlate principles 相关规定
In case that the quotation document is not so sealed up or contains the information and indications as required above, the Owner shall not be liable to such occurrences as to misplace or open in advance the same, while any quotation documents being so opened in advance will be rejected and returned to the offerers.
Offerers may, after the delivery of the quotation documents, notify the Owner in writing to amend or withdraw the quotation documents before the prescribed deadline for the submission of quotation documents. Offerers may not, after the deadline for the submission of quotation documents, make any change to the quotation documents. Notice given by offerers for amendment or withdrawal shall be prepared, sealed up, indicated and delivered according to the requirements in this Article 9 (with indication of “amendment” or “withdrawal” marked on the inner cover).
The Owner can reject the quotation document in case that:
(1)The offerer fails to submit quotation document according the Inquiry Document.
(2)The original and duplicate quotation documents are not signed by authorized representatives or sealed with the company chop.
(3)No substantial responding to the Inquiry Document.
(4)The quotation document that doesn’t meet the requirement of the Inquiry Document.
11.Quotation Effective Period 报价有效期
The effective period for quotation documents shall be one hundred and twenty (120) calendar days from the deadline for submission of quotation documents.
12.Question and Answer 答疑
You are requested to examine this Inquiry Document carefully and seek answers on any aspects or issues which are not clear, accurate or complete in the written form.
Any clarification or questions regarding to this Inquiry Document should be made in writing by 14th December, 2006 to:
Based on questions received, the Owner may elect to suspend, delay or extend the inquiry process.  Questions received after the 12th of December may not be answered.
13.The Owner reserves the right to accept or reject any or all Quotation Documents without explanation. The Owner also reserves the right to inquire again or ask the offerers to quote again according specific requirements.
Date/  日期: ______
To:.(The Owner)致:(询价人)
Inquiry Document No.询价文件编号
Dear Sir,敬启者,
1. We are pleased to submit herewith our quotation for the above named works.
2.This inquiry remains open for acceptance by the Owner within the effective period provided in the Inquiry Document.
3.In preparing our quotation, we have examined the Inquiry Document carefully and have sought clarification on all aspects or issues which were not clear.
4.As to this Drawing Audit document, our quoted price is RMB:(¥). We promise that, once the contract is awarded, the unit rate or total amount will not be regulated anymore because the price is quoted in lump-sum.
5.We agree that the Terms and Conditions of Contract contained in this Inquiry Document shall apply to any subsequent Contract for provision of the works if our offer is accepted, and we will sign this contract with the Owner on an unconditional basis.
6.We understand that award will be made on a Best Value basis and you may not accept the offerer that gives the lowest price quotation; or may not accept any of the offferers you have received; and are not required to explain the reason or cause for the selection or rejection of any quotation. Unless expressly provided by the law, we will respect whatever decision you have made in respect of the tendering of this project, and we will not challenge any acts you have taken for the inquiry, nor will we demand any compensation against you for any loss we may incur due to the quotation we have proposed.
7.We undertake to strictly abide by the confidentiality obligations and other requirements as set out in the Inquiry Document.
Yours Sincerely, 此致
Company Name:公司名称:
Signature: 签字: 
Date & Chop:日期和公章:
B.1.1 The prices listed below include all taxes and fees imposed by government and non-government authorities in relation to the performance of the works hereunder.
B.1.2 The prices listed below are in Chinese RMB.下列价格的货币为人民币。
B.1.3 Basis of Pricing 报价依据:
(1)Inquiry Document;询价文件;
(2)National and local construction cost documents;
B.1.4 Requirements based on which Schedule of Price is prepared报价编制要求:
(1)Unless otherwise specified in the inquiry document, the awarded contract price for this project will be based on the total amount quoted by the Offerer. The Offerer is requested to offer their quotation either for unit rate (RMB/m2) or for total amount in the same pricing mode.  
(2) The Offerer shall analyze all expenses that may be arisen out of drawing review based on the scale and nature of this project (include, but not limited to: a. All labors and materials necessary for the completion of proposed works and required services; b. all taxes needed to pay; c. all costs related to communication, traffic, mailing, papers, copy, bookbinding, instrument and equipment and tooling necessary for this project; d. administrative management fee and approval process fee that should be paid to the relevant government authority or appointed department. ). The offerer shall assume that the total amount offered in the Schedule of Price have included all aforesaid expenses.
(3)The Offerer is requested to offer their quotation in a lump-sum mode. Unless otherwise specified, the total price of the contract awarded to the Offerer can not be regulated for any reason during the performance of contract. Therefore the Offerer should make quotation after serious consideration. The Owner will take such contract price as the final payment to the winning Offerer and will not pay any additional cost what-so-ever.
Company Name:公司名称:
Date & Chop: 日期和公章:      
B.2.110% after the winning offerer complete the audit of the piling foundation drawings and the Owner get the construction licence for the piling;
B.2.2 90% after the winning offerer issue the formal drawing review report, complete all the review and audit works, and the Owner receives the construction license.
Payment procedure will be in accordance with paragraph E.7 of the Terms and Conditions
Company Name:公司名称:
Date & Chop:日期和公章: 
Technical requirements for review of construction drawing design documents and Geotechnical Report :
施工图设计文件及勘察报告审核技术要求 :
1 Scope of Review: 施工图设计文件审查范围:
The proposed review for BSAS hangar project (Phase I) covers review for all disciplines in the construction drawing design documents, such as master plan, architecture, structure, water supply and drainage, electric, utility, HAVC, telecom, environmental protection, fire protection, hygiene,  safety and sanitation and geo-technical report, etc..     
2 Specific Requirements:具体审图要求:
2.1 Contents of review:审查主要内容: Whether the building is stable and safe, including the safety and reliability of ground foundation and main building structure.
建筑物的稳定性、安全性,包括地基基础和主体结构体系是否安全、可靠。 Whether the construction drawing design documents are in compliance with the relevant national, local and General Administration of Civil Aviation of Shanghai’s compulsory standards and specifications on fire protection, energy saving, environmental protection, seismic resistance and hygiene.
是否符合国家、上海和中国民用航空总局消防、节能、环保、抗震、卫生,有关强制性标准、规范。 Whether construction drawings meet design depth specified by the national relevant code and design contract.
施工图是否达到国家相关规范及设计合同规定的深度要求。 Whether the aviation safety and the requirement for hangar normal operation can be met.
是否满足飞行安全与机库正常的运行要求. Whether the requirement under the approved preliminary design is met.
是否符合批准的初步设计文件要求. Whether geo-technical survey & design company, registered engineers and relevant personnel have sealed related chops and sign on the construction drawing as required.
勘察设计企业和注册执业人员以及相关人员是否按规定在施工图上加盖相应的图章和签字. Whether it is injurious to the public interest.
是否损害公众利益。  Whether Geotechnical Report meet design depth specified by the national relevant code .
2.2.2. Procedure of review:审查过程: Drawing Review Company must perform review works strictly in accordance with the schedule prepared by the Owner and project management company.
审图公司必须在整个审图阶段严格按照业主及管理公司制定的时间要求完成审图工作. Prior to review, professional engineers who are expected to conduct the drawing review must acquaint themselves with relevant specification for hangar project.
审图前要求审图的专业人员必须对机库的相关规范做到充分熟悉. For the purpose of being familiar with the project ASAP and making preparation for the final review, drawing review personnel is requested to get involved in the preliminary design (detail time to start will be based on the Owner’s direction) and know well the PD documents provided by the designer and communicate with designer timely In case of any major issues being found. Assist the Owner to review the preliminary design documents and submit the written review comments to the Owner. Participate in the technical seminar and design documents review meeting organized by the Owner and propose some corrective and constructive proposals.  
为帮助审图人员及早熟悉项目并为施工图设计文件的审查工作做好准备. 要求审图人员在初步设计阶段(根据业主要求的进入时间)即开始进入,熟悉由设计院提供的扩初设计文件, 对其中发现的重大问题及时与设计院进行沟通解决. 协助业主对初步设计文本进行审核,审核意见以书面形式提交业主。参加由业主组织的项目技术问题研讨会和设计文件审批等会议,并积极提出优化意见。 Assist the Owner in approval process. After the completion of drawing review, propose review comments in writing manner, submit technical review report to the construction administrative department, in case of receive the Registration approval for construction drawing design documents on construction project. Then assist the Owner to deal with the related construction drawing approval. If the application is rejected, the drawing review company shall propose written corrective comments and supervise the original design company to make corresponding revision, and then conduct the review work again for the revised design documents until the sound technical review report is submitted to the administrative department.  
配合业主进行项目审批的工作. 在审图结束后需提出书面审核意见,并向有关建设行政主管部门提交技术性审核报告,在取得《施工图设计文件审查备案证书》后协助业主凭审图公司所提交的审核报告向建设行政管理部门办理有关施工图审核批准书。未通过审核时,审图公司应提出书面修改意见并监督原设计单位修改后重新审核,直到能向建设行政主管部门提交成熟的技术性审核报告。 The drawing review company must fulfill its obligation during the drawing review and insure such review being compliance with the related national, provincial or local codes and specifications.
2.2.3 Important Notes: 注意事项: Because this project covers many disciplines, drawing review personnel should give much importance to the overlapping of review work among different disciplines.
由于本工程涉及专业较多,审图人员须高度重视各专业图纸的交叉会审工作. The drawing review personnel needs to give advices on the most economically feasible solution for the large-span steel structure, on the condition that safety and function of this project is ensured.
针对本工程为大跨度钢结构工程,要求审图人员根据本工程的特殊性,在保证其安全性、功能性并满足规范的前提下,为业主提供最经济可行的方案建议. Based on the special requirements of this project in the aspects of environmental protection, fire protection and safety, provide the most economically feasible solution to the Owner on the premise of making all relevant standards and specifications are met.
针对本工程对环保、消防、安全方面的特殊要求,在确保满足相关标准规范的前提下,为业主提供最经济可行的方案建议。 Drawing Review Company should provide review reports in line with the project master schedule and the project approval progress.
审图公司要依照项目总进度表和项目审批过程及时提供配套的审图文件. If there are additional construction design documents issued based on additional requirements after the issue of formal Drawing Review Report, the Drawing Review Company should provide supplementary official review reports without additional charges.
2.3 Schedule Requirements for the Review Process: 审图过程的具体时间要求:
At construction drawing design stage, Drawing Review Company is requested to provide preliminary review comments for all disciplines within 5 days after receipt of construction drawing design documents. Then according to the arrangement made by the Owner and project management company, they shall conduct technical exchange on the review comments with the designer in a timely manner item by item and provide supplementary review comments within1- 3 days after receipt of comments from designer so as to ensure all the issues related to the comments being solved. Within 1 day after all the issues being solved, they shall make official review report available.  
施工图阶段要求审图公司在收到施工图设计文件后的 5天内给出各个专业的初步审图意见,并按照业主与管理公司的组织安排, 与设计院及时沟通各条审查意见, 在收到设计院的补充材料后1-3天内给出补充审核意见, 确保各个问题得到最终解决. 在各条审图意见落实后1天后给出正式审图报告.
2.4 Documents provided by inquirer (written in Chinese and English):
2.4.1 Project approval documents and review comments from various government departments in charge ( written in Chinese ).
2.4.2 Approval comments for preliminary design.
2.4.3 Preliminary design documents and construction drawing design documents prepared by designer and provided by inquirer.
2.4.4 Geo-technical report and project test report.
2.5 Deliverables after the Drawing Review (written in Chinese and English):
2.5.1 Preliminary review comments of construction drawing design documents.
2.5.2 Review and approval report of construction drawing design documents.
2.5.3 Four sets of construction drawing design documents seal with related chops for construction drawing review.
2.5.4 Approval certificate for construction drawing design documents on construction project.
2.5.5 Additional Approval certificates for additional construction drawing design documents based on the additional requirements.
1 Relevant national, local and General Administration of Civil Aviation of Shanghai’s laws, rules and regulations on construction project::
2 Regulations on the Quality Management of Construction
Projects, by order of state council of PRC (No.279).
3 Management regulations on geotechnical investigation and design for construction project, by order of State Council (No.293).
4 Management measures for review of construction drawing design documents on house building and municipal infrastructure project, by order of Ministry of Construction P.R China (No.134).
5 National, local and General Administration of Civil Aviation of Shanghai’s compulsory article,compulsory standard and other relevant provisions on engineering construction.
6 Supervision provisions on implementing compulsory standard for engineering construction, be order of Ministry of Construction PR.China (No.81).
This proposed contract is Buyer's offer to purchase the goods and services (Services) described in this offer. Acceptance is strictly limited to the terms and conditions included in this offer. Unless specifically agreed to in writing by Buyer's Authorized Procurement Representative, Buyer objects to, and is not bound by, any term or condition that differs from or adds to this offer.
Vendor agrees and undertakes to supply the goods and services (“Services”) under this Contract in accordance with the standards, specifications and requirements expressed in this Contract and to the satisfaction of Buyer, and Buyer shall pay Vendor the Contract Price as specified hereunder. Unless otherwise stated in this Contract, Vendor shall supply all time, labor, materials, tools and equipment necessary to complete the Services under this Contract.
During the term of this Contract, Vendor shall furnish the Services set forth in this Contract, more specifically in Statement of Work attached hereof.
Vendor is an independent contractor for all purposes. Vendor shall have complete control over the performance of, and the details for accomplishing, the Services. In no event shall Vendor or its agents, representatives or employees be deemed to be agents, representatives or employees of Buyer. Vendor’s employees shall be paid exclusively by Vendor for all services performed. Vendor shall comply with all requirements and obligations relating to such employees under central government, province and local law and regulations (or foreign law, if applicable).
Vendor shall assign personnel satisfactory to Buyer. At any time and for any reason, Buyer may require Vendor to withdraw the services of any person and require that Vendor promptly provide replacements for such persons satisfactory to Buyer. Vendor shall immediately follow Buyer’s such instruction. In addition to the other indemnification provisions within this Contract, Vendor specifically agrees to indemnify and hold harmless Buyer from and against any liabilities, claims, charges or suits for alleged losses, costs, damages or expenses arising from Buyer’s exercise of its rights hereunder.
Vendor warrants that all Services performed hereunder shall be performed by employees or agents of Vendor who are experienced and skilled in their profession and in accordance with good industry standards. Vendor further warrants that all Services performed under this Contract, at the time of acceptance, shall be free from defects in workmanship and conform to the requirements of this Contract. Buyer shall give written notice of any defect or nonconformance to Vendor within one year from the date of acceptance by Buyer. Buyer may, at its option, either (a) require correction or reperformance of any defective or nonconforming services, or (b) make an equitable adjustment in the Contract Price of this Contract. If Vendor is required to correct or reperform the Services, such correction or reperformance shall be executed by Vendor in a timely manner solely at its own expense. Any Services corrected or reperformed shall be subject to this article to the same extent as Services initially performed. If Vendor fails or refuses to correct or reperform, Buyer may correct or replace with similar services and charge Vendor for any cost to Buyer or make an equitable adjustment in the Contract Price of this Contract, for which Buyer shall have the right to make deduction from any amount payable by Buyer to Vendor under this Contract.
Unless this Contract specifies otherwise, the price of this Contract includes, and Vendor is liable for and shall pay, all taxes, impositions, charges and exactions imposed on or measured by this Contract.
a.As compensation for Services to be performed by Vendor, Buyer shall pay Vendor as set forth in this Contract (“Contract Price”). Buyer shall have no liability for any other expenses or costs incurred by Vendor. Payment due date, including discount periods, shall be computed from the date of the later of the scheduled delivery date, the actual delivery date or the date of receipt of a correct invoice. Payment shall be deemed to have been made on the date Buyer’s check is mailed or payment is otherwise tendered. Vendor shall promptly repay to Buyer any amounts paid in excess of amounts due Vendor.
b.Monthly Payments will be made within thirty-five (35) days from receipt and approval of Vendor’s request for payment upon the above condition precedent for payment having been satisfied.
c.The Contract Price shall be made on a fixed lump sum basis and shall not be adjusted in case of changes, variation or fluctuation in the cost of labor, materials, the exchange rate or other matters.
d.Ten percent (10%) of the final contract price due to Vendor under this Contract will be retained as retention until Vendor has fully completed its warranty obligations within the Warranty Period hereunder.
a.Buyer's Authorized Procurement Representative may, without notice to sureties and in writing, direct changes within the general scope of this Contract, including without limitation any of the following: (i) technical requirements and descriptions, specifications, statement of work, drawings or designs; (ii) shipment or packing methods; (iii) place of delivery, inspection or acceptance; (iv) reasonable adjustments in quantities or delivery schedules or both; (v) amount of Buyer-furnished property; and, if this Contract includes services, (vi) description of services to be performed; (vii) the time of performance (e.g., hours of the day, days of the week, etc.); and (viii) place of performance.  Vendor shall comply immediately with such direction.
b.If such change increases or decreases the cost or time required to perform this Contract, Buyer and Vendor shall negotiate an equitable adjustment in the Contract Price or schedule, or both, to reflect the increase or decrease. Buyer shall modify this Contract in writing accordingly in the form of a supplementary agreement. Unless otherwise agreed in writing, Vendor must assert any claim for adjustment to Buyer's Authorized Procurement Representative in writing within 15 days upon the occurrence of any matter which Vendor deems to constitute a change described hereunder, and deliver a fully supported proposal to Buyer's Authorized Procurement Representative within 30 days after Vendor's receipt of such direction. Buyer may, at its sole discretion, consider any claim regardless of when asserted. If Vendor's proposal includes the cost of property made obsolete or excess by the change, Buyer may direct the disposition of the property. Buyer may examine Vendor's pertinent books and records to verify the amount of Vendor's claim. Failure of the parties to agree upon any adjustment shall not excuse Vendor from performing in accordance with Buyer's direction.
c.If Vendor considers that Buyer's conduct constitutes a change, Vendor shall notify Buyer's Authorized Procurement Representative immediately in writing as to the nature of such conduct and its effect upon Vendor's performance. Pending direction from Buyer's Authorized Procurement Representative, Vendor shall take no action to implement any such change.
d.The Contract Price and/or schedule hereunder shall not be modified in any case unless the above procedures has been strictly followed and gone through.
9.DISPUTES. 争议    
Any dispute that arises under or is related to this Contract that cannot be settled by mutual agreement of the parties may be submitted to the China International Economic and Trade Arbitration Commission (CIETAC), Shanghai Branch for arbitration. The arbitral proceedings shall be conducted in the English language, and the arbitral award shall be final and binding upon both parties.
Pending final resolution of any dispute, Vendor shall proceed with performance of this Contract according to Buyer's instructions so long as Buyer continues to pay amounts not in dispute.
10.FORCE MAJEURE. 不可抗力      
Vendor shall not be liable for the excess reprocurement costs pursuant to the “Cancellation for Default” article of this Contract incurred by Buyer because of any failure to perform this Contract under its terms if the failure arises from causes unforeseeable and beyond the control and without the fault or negligence of Vendor. Examples of these causes are (a) acts of God or of the public enemy, (b) fires, (c) floods, (d) quarantine restrictions, (e) strikes and (f) freight embargoes. In each instance, the failure to perform must be unforeseeable, beyond the control and without the fault or negligence of Vendor. If the delay is caused by a delay of a subcontractor of Vendor and if such delay arises out of causes unforeseeable and beyond the reasonable control of both, and without the fault or negligence of either, Vendor shall not be liable for excess costs unless the goods or services to be furnished by the subcontractor were obtainable from other sources in sufficient time to permit Vendor to meet the required delivery schedules. Vendor shall notify Buyer in writing immediately after the beginning of any such cause together with detailed explanations in writing on such force majeure event and its impact on the performance of this Contract.
Buyer reserves the right to terminate this Contract, or any part hereof, for its sole convenience. In the event of such termination, Vendor shall immediately cease all work hereunder and shall immediately cause any and all of its suppliers and subcontractors to cease work. In case of termination for convenience by Buyer of all or any part of this Contract, Vendor may submit a claim to Buyer within 30 days after the effective date of termination, and Buyer shall have the sole discretion to determine such claim asserted by Vendor. In no event shall Buyer be obligated to pay Vendor any amount in excess of the Contract Price. The provisions of this article shall not limit or affect the right of Buyer to cancel this Contract for default.
a.Buyer may, by written notice to Vendor, cancel all or part of this Contract (i) if Vendor fails to deliver the Services within the time specified by this Contract or any written extension; (ii) if Vendor fails to perform any other provision of this Contract or fails to make progress, so as to endanger performance of this Contract, and, in either of these two circumstances, does not cure the failure within 10 days after receipt of notice from Buyer specifying the failure; or (iii) in the event of Vendor's bankruptcy, suspension of business, insolvency, appointment of a receiver for Vendor's property or business, or any assignment, reorganization or arrangement by Vendor for the benefit of its creditors.
b.Vendor shall continue work not canceled. 供应方应继续履行未被撤销的工作。
Vendor shall not assign any of its rights or interest in this Contract or subcontract all or any of its performance of this Contract without Buyer's prior written consent. Vendor shall not delegate any of its duties or obligations under this Contract. Vendor may assign its right to monies due or to become due. No assignment, delegation or subcontracting by Vendor, with or without Buyer's consent, shall relieve Vendor of any of its obligations under this Contract or prejudice any of Buyer's rights against Vendor whether arising before or after the date of any assignment or subcontracting. This article does not limit Vendor's ability to purchase standard commercial supplies or raw materials.
a.Indemnification Negligence of Vendor or Subcontractor. Vendor shall indemnify and hold harmless Buyer and its directors, officers, employees and agents from and against all actions, causes of action, liabilities, claims, suits, judgments, liens, awards and damages of any kind and nature whatsoever for property damage, personal injury or death (including without limitation injury to or death of employees of Vendor or any subcontractor thereof) and expenses, costs of litigation and counsel fees related thereto or incident to establishing the right to indemnification, arising out of or in any way related to this Contract, the performance thereof by Vendor or any subcontractor thereof or other third parties, including, without limitation, the provision of services, personnel, facilities, equipment, support, supervision or review. The foregoing indemnity shall apply only to the extent of the negligence of Vendor, any subcontractor thereof or their respective employees. In no event shall Vendor’s obligations hereunder be limited to the extent of any insurance available to or provided by Vendor or any subcontractor thereof. Vendor expressly waives any immunity under industrial insurance, whether arising out of statute or source, to the extent of the indemnity set forth in this paragraph (a).
b.Commercial General Liability. If Vendor or any subcontractor thereof will be performing work on Buyer's premises, Vendor shall carry and maintain, and ensure that all subcontractors thereof carry and maintain, throughout the period when work is performed and until final acceptance by Buyer, Commercial General Liability insurance with available limits of not less than {       } per occurrence for bodily injury and property damage combined. Such insurance shall contain coverage for all premises and operations, broad form property damage, contractual liability (including, without limitation, that specifically assumed under paragraph (a) herein) and goods and completed-operations insurance with limits of not less than {    } per occurrence for a minimum of 24 months after final acceptance of the work by Buyer. Such insurance shall not be maintained on a per-project basis unless the respective Vendor or subcontractor thereof does not have blanket coverage
商业一般性责任险如果供应方或其任何分包商将会在购买方的场所履行工作职责的,供应方应在工作履行期间及直至购买方最终接受工作为止,投保及持保商业一般性责任险,并确保其所有的分包商也在所述期间投保及持保所述保险,对于每次人身伤害和财产损害事故的合并理赔限额应不低于[  ]。该等保险的承保范围应包括所有场所和施工、广泛补偿财产损失、合约性责任(包括但不限于本条(a)款项下明确承担的责任)和货物及竣工工程,在购买方最终接受了相关工作后的至少二十四(24)个月内仍持续有效,每次事故的理赔限额不低于[  ]。除非相关的供应方或其分包商未投保总括保险,否则上述保险不得以单项形式投保。
c.Automobile Liability. If licensed vehicles will be used in connection with the performance of the work, Vendor shall carry and maintain, and ensure that any subcontractor thereof who uses a licensed vehicle in connection with the performance of the work carries and maintains, throughout the period when work is performed and until final acceptance by Buyer, Business Automobile Liability insurance covering all vehicles, whether owned, hired, rented, borrowed or otherwise, with available limits of not less {     } per occurrence combined single limit for bodily injury and property damage.
汽车责任险如果在工作履行中需使用带牌照车辆的,供应方应在工作履行期间及直至购买方最终接受工作为止,投保及持保商业汽车责任险,并确保其任何在工作履行中需使用带牌照车辆的分包商也在所述期间投保及持保所述保险,对于所有自有、租用、租借、借用或其他情况的车辆进行保险,每次事故的人身伤害和财产损害的合并单一理赔限额不低于[  ]。
d.Workers’Compensation. Throughout the period when work is performed and until final acceptance by Buyer, Vendor shall, and ensure that any subcontractor thereof shall, cover or maintain insurance in accordance with the applicable laws relating to Workers’ Compensation with respect to all of their respective employees working on or about Buyer's premises. If Buyer is required by any applicable law to pay any Workers’ Compensation premiums with respect to an employee of Vendor or any subcontractor, Vendor shall reimburse Buyer for such payment.
e.Certificates of Insurance. Vendor shall procure at its own cost the above insurance policies in the joint names of Buyer and Vendor. Prior to commencement of the work, Vendor shall provide for Buyer’s review and approval certificates of insurance reflecting full compliance with the requirements set forth in paragraphs (b) Commercial General Liability, (c) Automobile Liability and (d) Workers’ Compensation. Such certificates shall be kept current and in compliance throughout the period when work is being performed and until final acceptance by Buyer, and shall provide for 30 days advance written notice to Buyer in the event of cancellation. Failure of Vendor or any subcontractor thereof to furnish certificates of insurance, or to procure and maintain the insurance required herein or failure of Buyer to request such certificates, endorsements or other proof of coverage shall not constitute a waiver of Vendor’s or subcontractor’s obligations hereunder. 
f.Self-Assumption. Any self-insured retention, deductibles and exclusions in coverage in the policies required under this article shall be assumed by, for the account of and at the sole risk of Vendor or the subcontractor which provides the insurance and to the extent applicable shall be paid by such Vendor or subcontractor. In no event shall the liability of Vendor or any subcontractor thereof be limited to the extent of any of the minimum limits of insurance required herein. 
g.Protection of Property. Vendor assumes, and shall ensure that all subcontractors thereof and their respective employees assume, the risk of loss or destruction of or damage to any property of such parties whether owned, hired, rented, borrowed or otherwise. Vendor waives, and shall ensure that any subcontractor thereof and their respective employees waive, all rights of recovery against Buyer, its subsidiaries and their respective directors, officers, employees and agents for any such loss or destruction of or damage to any property of Vendor, any subcontractor or their respective employees.
h.At all times Vendor shall, and ensure that any subcontractor thereof shall, use suitable precautions to prevent damage to Buyer's property. If any such property is damaged by the fault or negligence of Vendor or any subcontractor thereof, Vendor shall, at no cost to Buyer, promptly and equitably reimburse Buyer for such damage or repair or otherwise make good such property to Buyer’s satisfaction. If Vendor fails to do so, Buyer may do so and recover from Vendor the cost thereof. Buyer shall have the right to deduct such cost directly from any amount payable by Buyer to Vendor under this Contract.
Vendor shall clearly mark; maintain an inventory of and keep segregated or identifiable all of Buyer’s property and all property to which Buyer acquires an interest by virtue of this Contract. Vendor assumes all risk of loss, destruction or damage of such property while in Vendor’s possession, custody or control. Upon request, Vendor shall provide Buyer with adequate proof of insurance against such risk of loss. Vendor shall not use such property other than in performance of this Contract without Buyer’s prior written consent. Vendor shall immediately notify Buyer’s Authorized Procurement Representative if Buyer’s property is lost, damaged or destroyed. As directed by Buyer, upon completion, termination or cancellation of this Contract, Vendor shall deliver such property, to the extent not incorporated in delivered materials, to Buyer in good condition subject to ordinary wear and tear and normal manufacturing losses.
Vendor shall comply with all the rules and regulations established by Buyer for access to and activities in and around premises controlled by Buyer or Buyer’s customer.
17.NOT USED(未用)
Vendor will indemnify, defend and hold harmless Buyer and its customer from all claims, suits, actions, awards (including, but not limited to, awards based on intentional infringement of patents known at the time of such infringement, exceeding actual damages and/or including attorneys' fees and/or costs), liabilities, damages, costs and attorneys' fees related to the actual or alleged infringement of any United States, People’s Republic of China or other countries’ intellectual property right (including, but not limited to, any right in a patent, copyright, industrial design or semiconductor mask work, or based on misappropriation or wrongful use of information or documents) and arising out of the manufacture, sale or use of goods by either Buyer or its customer. Buyer and/or its customer will duly notify Vendor of any such claim, suit or action; and Vendor will, at its own expense, fully defend such claim, suit or action on behalf of indemnitees. Vendor will have no obligation under this article with regard to any infringement arising from (a) Vendor's compliance with formal specifications issued by Buyer where infringement could not be avoided in complying with such specifications or (b) use or sale of goods in combination with other items when such infringement would not have occurred from the use or sale of those goods solely for the purpose for which they were designed or sold by Vendor. For purposes of this article only, the term Buyer will include Buyer and all officers, agents and employees thereof.
Buyer and Vendor shall each keep confidential and protect from unauthorized use and disclosure all (a) confidential, proprietary and/or trade secret information; (b) tangible items and software containing, conveying or embodying such information; and (c) tooling identified as being subject to this article and obtained, directly or indirectly, from the other in connection with this Contract or other agreement referencing this Contract (collectively referred to as "Proprietary Information and Materials"). Buyer and Vendor shall each use Proprietary Information and Materials of the other only in the performance of and for the purpose of this Contract and/or any other agreement referencing this Contract. However, despite any other obligations or restrictions imposed by this article, Buyer shall have the right to use, disclose and reproduce Vendor's Proprietary Information and Materials, and make derivative works thereof, for the purposes of testing, certification, use, sale or support of any goods delivered under this Contract or any other agreement referencing this Contract. Any such use, disclosure, reproduction or derivative work by Buyer shall, whenever appropriate, include a restrictive legend suitable for the particular circumstances. The restrictions on disclosure or use of Proprietary Information and Materials by Vendor shall apply to all materials derived by Vendor or others from Buyer's Proprietary Information and Materials. Upon Buyer's request at any time, and in any event upon the completion, termination or cancellation of this Contract, Vendor shall return to Buyer all of Buyer's Proprietary Information and Materials and all materials derived therefrom, unless specifically directed otherwise in writing by Buyer. Vendor shall not, without the prior written authorization of Buyer, sell or otherwise dispose of (as scrap or otherwise) any parts or other materials containing, conveying, embodying or made in accordance with or by reference to any Proprietary Information and Materials of Buyer. Prior to disposing of such parts or other materials as scrap, Vendor shall render them unusable. Buyer shall have the right to audit Vendor's compliance with this article. Vendor may disclose Proprietary Information and Materials of Buyer to its subcontractors as required for the performance of this Contract, provided that each such subcontractor first agrees in writing to the same obligations imposed upon Vendor under this article relating to Proprietary Information and Materials. Vendor shall be liable to Buyer for any breach of such obligation by such subcontractor. The provisions of this article are effective in lieu of any restrictive legends or notices applied to Proprietary Information and Materials. The provisions of this article shall survive the performance, completion, termination or cancellation of this Contract.
20.PUBLICITY. 对外公布
Without Buyer's prior written approval, Vendor shall not, and shall require that its subcontractors at any tier shall not, release any publicity, advertisement, news release or denial or confirmation of same regarding this Contract or the Services or program to which it pertains. Vendor shall be liable to Buyer for any breach of such obligation by any subcontractor. The provisions of this article shall survive the performance, completion, termination or cancellation of this Contract.
Buyer may be required to obtain information concerning citizenship or work status of Vendor’s personnel or Vendor’s subcontractor personnel entering the premises of Buyer. Vendor agrees to furnish this information before commencement of work and at any time thereafter before substituting or adding new personnel to work on Buyer’s premises. Information submitted by Vendor shall be certified by an authorized representative of Vendor as being true and correct.
22.GRATUITIES. 好处费   
Vendor warrants that neither it nor any of its employees, agents or representatives have offered or given, or will offer or give, any gratuities to Buyer’s employees, agents or representatives for the purpose of securing this Contract or securing favorable treatment under this Contract.
23.NOT USED.(未用)
24.NOT USED.(未用)
Any failures, delays or forbearances of either party in insisting upon or enforcing any provisions of this Contract, or in exercising any rights or remedies under this Contract, shall not be construed as a waiver or relinquishment of any such provisions, rights or remedies; rather, the same shall remain in full force and effect. Except as otherwise limited in this Contract, the rights and remedies set forth herein are cumulative and in addition to any other rights or remedies that the parties may have at law. If any provision of this Contract is or becomes void or unenforceable by law, the remainder shall be valid and enforceable.
Vendor shall comply with all the following:供应方应遵守以下所有各项法律和法规:
Laws and regulations of the PRC;中国的法律和法规;
Local regulations and any of their implementation rules or orders of any province, city or town in which any of the Services under this Contract is performed;
Chinese standards and codes applicable to the Services, or in the absence of relevant Chinese standards and codes the most relevant international standards shall apply; and
The relevant anti-corruption laws of the PRC and the United States, including but not limited to the United States Foreign Corrupt Practices Act.
中国和美国的有关反腐败法律,包括但不限于《美国海外腐败行为法》(the United States Foreign Corrupt Practices Act)。
Vendor shall undertake that it shall have the full qualification and capacity to execute this Contract and furnish the Services provided hereunder, and will obtain all and any required licenses and/or other permits for the purpose of performance of this Contract.
Vendor shall give priority to ensuring safe work practices in relation to this Contract and furnishing of the Services thereunder on or about Buyer’s premises. Vendor warrants that it shall comply with all relevant occupational health and safety laws and regulations in relation to the Services hereunder, and shall obey all directions given by Buyer’s Authorized Procurement Representative in this regard.
27.GOVERNING LAW. 适用法律     
This Contract shall be governed by and construed in accordance with the laws of the PRC.
28.CUSTOMER SPECIAL CLAUSES. Customer special clauses applicable to this Contract are incorporated herein either by attachment to this document or by some other means of reference.
a.Vendor shall pack the materials to prevent damage and deterioration. Vendor shall comply with carrier tariffs.  Unless this Contract specifies otherwise, the Contract Price includes shipping charges for materials sold F.O.B. destination in accordance with INCOTERMS 2000 (International Rules for the Interpretation of Trade Terms published by International Chamber of Commerce (ICC) in 2000). Unless otherwise specified in this Contract, materials sold F.O.B. place of shipment shall be forwarded collect. Vendor shall make no declaration concerning the value of the materials shipped except on the materials where the tariff rating is dependent upon released or declared value. In such event, Vendor shall release or declare such value at the maximum value within the lowest rating. Buyer may charge Vendor for damage to or deterioration of any materials resulting from improper packing or packaging.
b.Unless this Contract specifies otherwise, Vendor will ship the materials in accordance with the following instructions: (i) Shipments by Vendor or its subcontractors must include packing sheets containing Buyer’s contract number, line item number, description and quantity of materials shipped, part number or size, if applicable, and appropriate evidence of inspections. A shipment containing hazardous and nonhazardous materials must have separate packing sheets for the hazardous and nonhazardous materials. Vendor shall not include vermiculite or other hazardous substance in any packing material included with the goods. Items shipped on the same day will be consolidated on one bill of lading or airbill unless Buyer’s Authorized Procurement Representative authorizes otherwise. The shipping documents will describe the material according to the applicable classification and/or tariff. The total number of shipping containers will be referenced on all shipping documents. (ii) Vendor will not insure any FOB origin shipment unless authorized by Buyer. (iii) Vendor will label each shipping container with the contract number and the number that each container represents of the total number being shipped (e.g., box 1 of 2, box 2 of 2). (iv) Buyer will select the carrier and mode of transportation for all shipments where freight costs will be charged to Buyer. (v) Vendor will include copies of documentation supporting prepaid freight charges (e.g., carrier invoices or UPS shipping log/manifest), if any, with its invoices. (vi) If Vendor is unable to comply with the shipping instructions in this Contract, Vendor will contact Buyer’s Traffic Management Department referenced elsewhere in this Contract or Buyer’s Authorized Procurement Representative.
Vendor shall establish and maintain a quality control system acceptable to Buyer for the Services purchased under this Contract. Vendor shall permit Buyer to review procedures, practices, processes and related documents to determine such acceptability.
AllServices and goods furnished by Vendor under this Contract shall be of good quality and shall be fit for the purpose for which they are generally intended and/or for which Buyer’s Authorized Procurement Representative has informed Vendor or Vendor has represented they are intended.  The Services shall comply in all respects with the specifications given in this Contract or in Buyer’s instructions.
Buyer's rights to perform inspections, surveillance and tests and to review procedures, practices, processes and related documents related to quality assurance, quality control, flight safety and configuration control shall extend to the customers of Buyer that are departments, agencies or instrumentalities of People’s Republic of China Government and the United States Government and to  the General Administration of Civil Aviation of China and the United States Government Federal Aviation Administration and any successor agency or instrumentality of People’s Republic of China Government and  the United States Government. Buyer may also, at Buyer's option, by prior written notice from Buyer's Authorized Procurement Representative, extend such rights to other customers of Buyer and to agencies or instrumentalities of other countries’ Governments’ equivalent in purpose to the Federal Aviation Administration and the General Administration of Civil Aviation of China. Vendor shall cooperate with any such People’s Republic of China Government-directed or United States Government-directed or Buyer-directed inspection, surveillance, test or review without additional charge to Buyer. Nothing in this Contract shall be interpreted to limit People’s Republic of China Government or United States Government access to Vendor's facilities pursuant to law or regulation.
a.At no additional cost to Buyer, Services shall be subject to inspection, surveillance and test at reasonable times and places, including Vendor’s subcontractors’ locations, by Buyer, Buyer’s agents or customers, and/or relevant government authorities as so required by the PRC law or regulations. Buyer shall perform inspections, surveillance and tests so as not to unduly delay the work.
b.Vendor shall maintain an inspection system acceptable to Buyer for the Services purchased under this Contract.
c.If Buyer performs an inspection or test on the premises of Vendor or its subcontractors, Vendor shall furnish, and require its subcontractors to furnish, without additional charge, reasonable facilities and assistance for the safe and convenient performance of these duties.
Buyer shall accept the Services or give Vendor notice of rejection within a reasonable time after delivery, notwithstanding any payment or prior test or inspection. No inspection, test, delay or failure to inspect or test or failure to discover any defect or other nonconformance shall relieve Vendor of any of its obligations under this Contract or impair any rights or remedies of Buyer or Buyer’s customers.
Services shall not be deemed accepted if any manuals, safety instructions, operating instructions, drawings and/or other documents required to be supplied under this Contract have not been supplied
a.If Vendor delivers nonconforming Services, Buyer may require Vendor to promptly correct or replace the nonconforming Services. Redelivery to Buyer of any corrected or replaced Services shall be at Vendor’s expense.
b.In addition Buyer may (i) correct the nonconforming Services or (ii) obtain replacement Services from another source at Vendor’s expense, which expense Buyer shall have the right to make deduction from any amount payable by Buyer to Vendor under this Contract.
c.Vendor shall not redeliver corrected or rejected Services without disclosing the former rejection or requirement for correction. Vendor shall disclose any corrective action taken. All repair, replacement and other correction and redelivery shall be completed within the original delivery schedule or such later time as Buyer may reasonably direct.
Ownership and risk of the goods supplied by Vendor and/or the Services shall be transferred to Buyer once the same are finally accepted by Buyer according to the procedures set force herein.
Vendor shall immediately notify Buyer in writing when discrepancies in Vendor’s process or materials are discovered or suspected which may affect the Services delivered or to be delivered under this Contract.
a.Vendor shall strictly adhere to the shipment or delivery schedules specified in this Contract. In the event of any anticipated or actual delay, including but not limited to delays attributed to labor disputes, Vendor shall: (i) promptly notify Buyer in writing of the reasons for the delay and the actions being taken to overcome or minimize the delay; (ii) provide Buyer with a written recovery schedule; and (iii), if requested by Buyer, ship via air or expedited routing to avoid or minimize delay to the maximum extent possible, unless Vendor is excused from prompt performance as provided in the "Force Majeure" article of this Contract. The added premium transportation costs are to be borne by Vendor.
b.Vendor shall not deliver Services prior to the scheduled delivery dates unless authorized by Buyer.
c.Subject to Article 10 herein (Force Majeure), if Vendor fails to furnish the Services by any of the milestones and/or scheduled dates specified in this Contract, Buyer shall, without prejudice to its other rights and remedies under this Contract, be entitled to charge Vendor a delay penalty at the rate of zero point five percent (0.5%) of the Contract Price for each calendar day of delay. Buyer shall have the right to deduct such delay penalty directly from any amount payable by Buyer to Vendor under this Contract.
a.Buyer's Authorized Procurement Representative may, by written order, suspend all or part of the work to be performed under this Contract for a period not to exceed 100 days. Within such period of any suspension of work, Buyer shall (i) cancel the suspension of work order; (ii) terminate this Contract in accordance with the "Termination for Convenience" article of this Contract; (iii) cancel this Contract in accordance with the "Cancellation for Default" article of this Contract; or (iv) extend the stop work period.
购买方的授权采购代表可以书面命令形式中止本合同项下履行的全部或部分工作,但中止的期限不得超过一百(100)日。在该等工作中止期间,购买方应 (i)撤销工作中止命令;(ii)根据本合同“酌情终止”条款的规定终止本合同;(iii)根据本合同“违约撤销”条款的规定撤销本合同;或(iv)延长停止工作的期限。
b.Vendor shall resume work whenever a suspension is canceled. Buyer and Vendor shall negotiate an equitable adjustment in the price or schedule or both if (i) this Contract is not canceled or terminated; (ii) the suspension results in a change in Vendor's cost of performance or ability to meet the delivery schedule set out in this Contract; and (iii) Vendor submits a claim for adjustment within 15 days after the suspension is canceled. The procedure as provided in Article 8 (b) hereof shall also be followed for verification and approval on the change to the cost or time in the circumstance contemplated in this Article 38(b).
Vendor shall retain all records and documents pertaining to the Services for a period of no less than three years after final payment. Such records and documents shall date back to the time this Contract was executed and shall include, without limitation, catalogs, price lists, invoices and inventory records for purposes of verification of prices or rates charged by Vendor for Services procured by Buyer. Buyer shall have the right to examine, reproduce and audit all such records related to pricing and performance to evaluate the accuracy, completeness and currency of cost and pricing data submitted with Vendor’s offer to sell and related to “Changes,” “Termination for Convenience” or “Cancellation for Default” articles of this Contract.
The following order of precedence shall prevail in this Contract:
a.Special Terms & Conditions.
b.Customer Mandatory Flow-Down Conditions.
c.General Terms & Conditions (T&C 2).
d.Price-award letter, letter of acceptance and/or award cover-sheet.
e.Statement of Work / Specifications.
f.All other attachments, exhibits, appendices, etc. incorporated by reference.
Buyer’s specifications will prevail over any other subsidiary documents referred therein. Vendor shall not use any other specifications in lieu of those contained in this Contract without the written consent of the Buyer.  
41.ENTIRE AGREEMENT. 整体协议     
This Contract contains the entire agreement of the parties and supersedes any and all prior agreements, understandings and communications between Buyer and Vendor related to the subject matter of this Contract. No amendment or modification of this Contract shall bind either party unless it is in writing and is signed by Buyer’s Authorized Procurement Representative and an authorized representative of Vendor.
Remark: Contract document and its special terms and conditions shall be clearly defined during contract negotiation.