Construction Contract (Administrative Building for Turbine Facilities)
Exhibit
10.3
Construction
Contract
(Administrative Building for Turbine Facilities)
(Administrative Building for Turbine Facilities)
THIS
PROJECT CONSTRUCTION CONTRACT is entered into by and between Wuhan Generating
Equipment Co., Ltd. (“Party A” or the “Owner”) and Hubei Gongchuang Real Estate
Co., Ltd. (“Party B” or the “Contractor”) on this 26th day of March, 2007,
pursuant to the relevant rules and regulations of The People’s Republic of
China’s Law on Contracts and Construction and other applicable laws and
administrative regulations. Party A and Party B are referred to herein
collectively as the “Parties” and individually as a “Party.” Both Parties have
voluntarily reached an agreement on this project based on the principles of
equality, fairness, honesty, and credibility.
Part
I - Basic Information
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I.
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Overview
of the Project
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| 1. |
The
project shall be named the Office Building of Wuhan Generating Equipment
Co., Ltd.
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| 2. |
The
project shall be located in Canglong
Island, Jiangxia District, Wuhan.
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| 3. |
The
approval number of the project is
__________________.
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| 4. |
The
project shall be funded an investment by the
Owner.
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II.
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Scope
of the Project
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Party
B
shall be responsible for the foundation, civil engineering, installation, and
decoration of the project according to the project scheme and construction
drawings.
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III.
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Term
of the Project
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1.
|
The
project shall commence on June 26, 2006 (subject to written notice
by
Party A). The actual date of commencement shall be subject to the
commencement report approved by the Owner and meet the network scheme
as
determined by the Owner.
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| 2. |
The
project shall be completed by October,
2007.
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| 3. |
The
construction of the project shall last for a term of five hundred
(500)
calendar days.
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IV.
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Quality
Standard
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The
quality of the project shall meet the standard of excellence.
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V.
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Method
for Determining the Project
Cost
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The
cost
of the project shall be determined based on the following
resources:
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1.
|
The
Construction Project Standard Cost of Hubei Province,
Decoration
Project Standard Cost of Hubei Province, Installation Project Standard
Cost of Hubei Province, and Gardening Project Standard Cost of Hubei
Province of
2003.
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2.
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The
estimated price on the Wuhan Construction Material
Market.
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3.
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The
cost standard shall be subject to the project type as determined
by Hubei
Province.
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4.
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An
on-site confirmation.
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1
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VI.
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Payment
of the Project Cost and Progress Fee
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1.
|
Party
A shall pay Thirty Million Renminbi (RMB 30,000,000) within two (2)
months
after the execution of this Contract. After construction begins,
Party A
shall make progress payment(s) based on the progress of the
project.
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2.
|
After
the steel pillar and crossbeam have been constructed, delivered,
and
installed, Party A shall make a progress payment of Thirty Million
Renminbi (RMB 30,000,000) as stipulated in Subsection
1.
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3.
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After
the project is completed and accepted upon examination, Party A shall
pay
no less than 80% of the total contract price (including payments
made
under Subsections 1-2).
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4.
|
After
the final accounting of the project, Party A shall pay 85% of the
final
accounting amount and the remaining 15% shall be the retainer for
the
quality of the project (including the payments made under Subsections
1-3).
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5.
|
After
Party B completes the project, delivers the project documents to
the
filing office, and delivers the completion documents and drawings
to Party
A, Party A shall pay 10% of the total price. After the final accounting
is
completed, Party A shall pay Party B the progress payment, but the
accumulated payment shall not exceed 95% of the final accounting
amount
and 5% of the amount shall be the retainer for the quality of the
project
(including the payments made under Subsections
1-4).
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VII.
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Composition
of the Contract
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This
Contract shall consist of the following parts:
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1.
|
This
Contract. Any written agreement or document as negotiated by the
Parties
shall be deemed to be part of this Contract.
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2.
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Terms
and conditions of this Contract.
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3.
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Standards,
norms, and relevant technical
documents.
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4.
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Drawings.
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5.
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Other
relevant documents.
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VIII.
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Miscellaneous
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1.
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The
terms in this Contract shall have the same meanings as the defined
terms
in Part II.
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2.
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The
Contractor shall construct and complete the project in accordance
with
this Contract and shall be responsible for the quality of the project
within the quality warranty period.
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3.
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The
Owner shall pay the Contract price and other fees in accordance with
the
term and conditions in this
Contract.
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2
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4.
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If
the Owner has financial difficulty or due to other reasons cannot
pay the
Contract price or other fees in accordance with the terms and conditions
in this Contract, the Owner’s guarantor shall be liable under the
Contract.
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IX.
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Effectiveness
of Contract
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1.
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This
Contract shall be executed on March 26,
2007.
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2.
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This
Contract shall be executed at the General
Manager’s Office of Hubei Gongchuang Real Estate Co.,
Ltd.
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3.
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The
Parties agree that this Contract will be effective upon the signature
and
seal of the Parties.
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4.
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This
Contract is executed in three (3) originals. Each party shall hold
one (1)
original, and one (1) original shall be filed by the Owner.
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WUHAN
GENERATING EQUIPMENT CO., LTD.,
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HUBEI
GONGCHUANG REAL ESTATE CO., LTD.,
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as
Party A
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as
Party B
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|||
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By:
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/s/
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By:
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/s/
▇▇▇▇ ▇▇▇▇▇▇▇
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Name:
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Name:
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▇▇▇▇
▇▇▇▇▇▇▇
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Title:
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Title:
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|||
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[Seal
of Party A]
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[Seal
of Party B]
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3
Part
II - Terms and Conditions
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I.
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Definitions
of Terms and Contract Documents
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| Article 1 |
Definitions
of Terms
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The
following terms shall have the meaning herein unless otherwise defined:
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1.1
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Contract
Terms:
Provisions applicable to the project as agreed to by the Owner
and
Contractor upon negotiation in accordance with the laws and administrative
regulations.
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1.2
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Owner:
The party herein (and its legal successors) who is qualified to
issue an
offer of construction Contract and is capable of paying the price
of
construction.
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1.3
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Contractor:
The party herein (and its legal successors) who is accepted by
the Owner
and qualified for the project
construction.
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1.4
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Guarantor:
The party herein (and its legal successors) who has agreed to
automatically succeed to the obligation of the Owner when the Owner
has
difficulty paying the price of
construction.
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1.5
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Project
Manager:
The representative appointed by the Contractor in the Contract
Terms who
is responsible for the management of the construction and performance
of
the Contract.
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1.6
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Design
Institute:
The qualified institute (with corresponding qualification certificates
of
project design) engaged by Owner to be responsible for the design
of this
project.
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1.7
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Supervisor:
The qualified unit (with corresponding qualification certificates
of
project supervision) engaged by the Owner to be responsible for
the
supervision of this project.
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1.8
|
Engineer:
The general supervision Engineer designated by the supervisor or
the
representative designated by the Contractor for the performance
of the
Contract. The specific identities and authorities of Engineers
shall be
defined in the Contract Terms by both
Parties.
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1.9
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Project:
The project set forth in this Contract by both
Parties.
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1.10
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Contract
Price:
The amount Owner shall pay the Contractor in accordance with this
Contract
as the consideration of the Contractor’s compliance with this Contract to
complete the project and provide its warranty for the quality of
the
project.
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1.11
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Expenses:
Expenses which are not included in the contract price and shall
be borne
by Owner or the Contractor.
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1.12
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Delivery:
Completion of each part of the project of Phase II of Wuhan Commerce
&
Trade Occupational School (in this Contract means delivery to the
Owner,
abbreviated as “turn key”).
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1.13
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Completion:
The project hereunder refers to the entirety of Wuhan Commerce
& Trade
Occupational School as one (1) unit project and the completion
of the unit
project is Completion.
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4
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1.14
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Term:
The total number of days for the construction of the project agreed
in the
Contract by both Parties (including statutory
holidays).
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1.15
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Date
of Commencement:
The exact or a certain date prescribed in the Contract by both
Parties on
which the Contractor shall start the construction of the
project.
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1.16
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Date
of Completion:
The exact or a certain date prescribed in the Contract by both
Parties on
which the Contractor shall finish the construction of the
project.
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1.17
|
Drawings:
All the drawings (including specification and relevant documents)
which
are necessary for the construction by the Contractor. The drawings
shall
be provided by the Owner or the Contractor upon consent of
Owner.
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1.18
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Construction
Location:
The location provided by Owner for the construction of the project
and any
other location for construction prescribed by the Owner in the
drawings.
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1.19
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Written
Forms:
Written forms are such forms like written contracts, letters, and
electronic data (including telegraph, teletype, facsimile, electronic
data
exchange, and emails), where the contents are presented in tangible
form.
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1.20
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Liabilities
for Breach of Contract:
Liabilities for breach of contract are the liabilities undertaken
if one
Party fails to perform the Contract obligations, or the Contract
obligations performed are not in conformity with the Contract
terms.
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1.21
|
Claims:
Claims refer to the requests of economic compensation and/or postponed
time limit for a project brought forward by one Party to the other
Party,
if there is actual loss due to the fault of the other Party instead
of the
claimant during the execution of the
Contract.
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1.22
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Force
Majeure:
Force majeure events are the objective situations which cannot
be
predicted, avoided, or overcome.
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1.23
|
Hour
or Day:
Time referenced in hours shall begin to count when events come
into effect
(including rest hours). Time referenced in days shall begin to
count on
the next day, and the current day is excluded. If the last day
of the time
limit falls on a rest day or a statutory holiday, the business
day
following the rest day or holiday shall be the last day of the
time limit
except for the Date of Completion. Deadline time of the last
day of the
time limit is 24 o’clock on the current
day.
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Article
2
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Contractual
Documents and Explanation
Sequence
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2.1
|
This
Contract includes the following
documents:
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|
(1)
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The
Contract;
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(2)
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Terms
and conditions of the Contract;
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(3)
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Standards,
criteria, and relevant technical
documents;
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(4)
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Drawings;
and
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(5)
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Other
relevant documents.
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5
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2.2
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During
the Contract performance, negotiations regarding this Project, such
as
written agreements or documents endorsed or agreed by the Owner and
the
Contractor, shall be deemed to be part of this
Contract.
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2.3
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When
the Contract contents are unclear or inconsistent, they shall be
settled
through negotiation by the Owner and the Contractor on the condition
that
the normal process of the project is not
affected.
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| Article 3 |
Language,
Applicable Laws, and Standards and
Specifications
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3.1
|
The
original Contract is written in
Chinese.
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3.2
|
The
laws and regulations applied in this Contract are the following:
P.R.C.
Construction Law, P.R.C. Tendering and Bidding Law, P.R.C. Contract
Law,
P.R.C. Securities Law, P.R.C. Insurance Law, P.R.C. Patent Law, P.R.C.
Standardization Law, P.R.C. State Council Decree No. 279 regarding
Regulations on the Administration of Engineering Quality of Construction
Project, P.R.C. Land Management Law, P.R.C. Arbitration Law, P.R.C.
Civil
Procedural Law, P.R.C. Law on the Protection
of Cultural Relics,
P.R.C. Regulation of Road Traffic Administration, P.R.C. Unfair
Competition Law, and Regulations on Management of Urban Appearance
and
Environment.
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3.3
|
Details
of the standards and specifications applied in this Contract are
set forth
under “Technical Specifications.”
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| Article 4 |
Drawings
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4.1
|
The
Owner shall freely provide the following copies of drawings: seven
(7)
copies for civil construction and six (6) copies for installation.
These
drawings can be readjusted as
needed.
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4.2
|
The
Contractor shall not transfer the drawings to a third party without
the
approval of the Owner. After the expiration of the warranty quality
of the
project, the Contractor shall return a complete set of the drawings
to the
Owner except those to be archived by the
Contractor.
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4.3
|
A
complete set of the drawings shall be kept at the construction site
by the
Contractor to be used for project inspection by the Engineer and
other
relevant personnel.
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| II. |
Common
Rights and Obligations of the
Parties
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| Article 5 |
Engineer
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|
5.1
|
Supervision
Unit and Assigned Engineer.
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|
The
Supervision Unit is ______________. The Chief Supervising Engineer
is
____________. The Chief Supervisor’s scope of authority as authorized by
the Owner includes: supervision of the investment, progress, and
quality
of the project in accordance with the Supervision Contract, Supervision
Rules, Project Construction Documents, Construction Rules, Standards,
and
Construction Contract.
|
6
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5.2
|
During
the performance of the Contract, with the authority granted to him
under
this Contract, the Engineer in charge of the supervision shall objectively
and fairly handle the occurrence of any event that may affect the
rights
or obligations of the Owner or the Contractor. Any disagreement regarding
how the Engineer handled the issue shall be raised by one Party in
accordance with the stipulated dispute settlement in Article 32 of
this
Contract.
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5.3
|
The
supervising Engineer is not allowed to discharge any right or obligation
of the Contractor as set forth in this Contract, unless expressly
stated
in this Contract or agreed to by the
Owner.
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| Article 6 |
Assignment
and Instruction of the Engineer
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6.1
|
The
Engineer may assign a representative of the Engineer to exercise
the
responsibility of the Engineer as set forth in this Contract and
may
withdraw such assignment at any time. The Contractor shall be notified
in
writing seven (7) days prior to the assignment and withdrawal, and
the
supervising Engineer also shall notify in writing the Owner of the
assignment and withdrawal. The Notice of the Assignment and the Notice
of
the Withdrawal are attached hereto as Appendices to the Contract.
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|
Any
written letter issued to the Contractor by the representative of
the
Engineer within his authorized scope shall have the same effect as
a
letter issued by the Engineer. In case of any doubt regarding the
written
letter issued by the representative of the Engineer, the Contractor
shall
submit such letter to the Engineer and the Engineer shall confirm
its
authority within forty-eight (48) hours. The Engineer shall correct
any
mistake in his instruction to the representative of the Engineer
as
necessary.
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|
Except
the Engineer or the Representative of the Engineer, no other person
assigned by the Owner to the site is entitled to issue any instruction
to
the Contractor.
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6.2
|
The
instruction of the Engineer and the notice signed by the Engineer
shall be
submitted in writing to the Project Manager and shall take effect
after
the receipt is signed and dated by the Project Manager. If necessary,
the
Engineer may issue an oral instruction and a written confirmation
within
forty-eight (48) hours and the Contractor shall implement the instruction
of the Engineer. If the Engineer fails to issue a written confirmation,
the Contractor shall request a written confirmation within seven
(7) days
after the issuance of the oral instruction. If the Engineer fails
to reply
within forty-eight (48) hours, the oral instruction shall be deemed
as
confirmed.
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|
If
the Contractor finds the instruction of the Engineer to be unreasonable,
the Contractor shall submit a written report requesting a correction
of
the instruction within 24 hours. The Engineer shall issue in writing
within 24 hours after the receipt of the report of the Contractor
a
decision either to correct the instruction or instruct to continue
with
the original instruction. If there is an emergency, the Contractor
shall
implement the Engineer’s instruction as required or resume with the
unreasonable instruction, despite the lack of approval. Any additional
cost or economic loss suffered by the Contractor arising from the
instruction error shall be borne by the Owner (if it is the responsibility
of the supervising Engineer, it shall be implemented in accordance
with
the relevant provisions in the Contract), and the construction period
shall not be extended.
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7
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This
provision shall also apply to any instruction or notice issued by
the
representative of the Engineer.
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6.3
|
The
Engineer shall give necessary instructions, approve matters, and
perform
other obligations as stipulated in a timely manner in accordance
with this
Contract. If the failure to comply with the obligations of this Contract
results in a delay, the Owner shall bear any additional cost and
compensate the Contractor for any economic loss, and the construction
term
shall not be extended.
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6.4
|
The
Owner shall inform the Contractor in writing 7 days prior to replacing
the
Engineer, and the successor shall continue to exercise the power
of the
predecessor as stipulated in this Contract and continue to perform
the
obligations.
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| Article 7 |
Project
Manager
|
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7.1
|
The
name of the Project Manager is ________________ and his required
level of
Qualification Certificate is the Second Level.
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7.2
|
The
Contractor shall issue and deliver its written notice to the Engineer
after it has been signed by the Project Manager. The Notice shall
take
effect after it has been received, signed, and dated by the
Engineer.
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7.3
|
The
Project Manager shall arrange the construction according to the
construction design (or construction scheme) approved by the Owner
and the
instructions of the Engineer in accordance with this Contract. The
Project
Manager shall take immediate measures to secure the safety of personnel,
the construction site, and the properties if an emergency arises
and it is
impossible to contact the Engineer, and the Project Manager shall
deliver
a report to the Engineer within 48 hours after taking such measures.
The
economic losses shall be borne by the responsible party and the
construction term shall not be
extended.
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7.4
|
If
the Contractor needs to replace the Project Manager, the Contractor
shall
give the Owner a written notice at least 7 days in advance and shall
obtain the approval of the Owner. The successor shall continue exercising
the powers and performing the obligations of his predecessor as stipulated
in this Contract.
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7.5
|
The
Owner shall negotiate with the Contractor regarding the dismissal
of an
unqualified Project Manager.
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| Article 8 |
Work
of the Owner
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8.1
|
The
Owner shall complete the following work within the schedule and in
compliance with the requirements of this Contract.
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| (1) |
The
construction site has met the conditions for
construction.
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(2)
|
The
construction site has been facilitated with necessary water, electricity,
and telecommunication lines to satisfy the needs during the
construction.
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(3)
|
The
Owner has handled the compensation for the use rights for the land,
crop,
house dismantlement, and clearance of any obstruction on the land,
in air
and beneath the ground surface.
|
8
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(4)
|
The
Owner is responsible for providing the road between the construction
site
and the public roads and the main transportation roads within the
construction site. This construction passage is to satisfy the
transportation needs of the construction and the Owner shall ensure
that
it is unblocked during the
construction.
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(5)
|
The
Owner shall be responsible for providing the data on the geology
of the
construction site and the underground pipelines, and the Owner shall
be
responsible for the accuracy of the information. The Owner shall
complete
these tasks within 10 days after the commencement of the
construction.
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(6)
|
The
Owner shall be responsible for obtaining construction permits and
other
necessary certificates, approvals, and permits regarding the provisional
use of the land, water, electricity, and gas prior to the commencement
of
the construction.
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(7)
|
The
Owner shall be responsible for identifying benchmarks and reference
points
and submitting these in writing to the Contractor. The Owner also
shall
conduct on-site delivery and
inspections.
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(8)
|
The
Owner shall be responsible for organizing the joint checkup and
clarification of the drawings by the Contractor and the designer
before
the commencement of the
construction.
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(9)
|
The
Owner shall coordinate the protection of the underground pipelines
around
the site and adjacent buildings and structures and bear the relevant
cost.
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8.2
|
Party
B shall be responsible for the implementation of the above after
the
negotiation between Party A and Party B, and Party A shall support
and
cooperate with Party B unconditionally. Where Party A fails to perform
the
obligations and this results in delay of construction or loss of
Party B,
Party A shall compensate Party B for the relevant
loss.
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| Article 9 |
Responsibilities
of the Contractor
|
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9.1
|
The
Contractor shall complete all the work of the construction according
to
this Contract and meet the requirements of the supervising Engineer
and
the Owner, and complete all other works as stipulated in this
Contract.
|
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(1)
|
The
construction progress summary table that is required to be provided
by the
Contractor to the Owner and the supervising Engineer is as follows:
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(2)
|
The
Contractor shall provide eight (8) copies of the monthly schedule
and the
status for completion of the schedule of the previous month before
the
25th
day of every month.
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(3)
|
The
Contractor shall be responsible for providing the accident report
(if any)
to the supervising Engineer and the
Owner.
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(4)
|
The
Contractor shall keep the site clean and tidy at all times. The Contractor
shall not make any oil stains on the cement ground or place the
construction equipment or materials directly on the cement ground.
The
equipment shall be classified and placed in order and kept in a fenced
area with signs. All equipment and materials on site shall be placed
on
pads and shall not be placed directly on the ground. Waste material,
garbage, and provisional equipment which is no longer required shall
be
cleaned up and removed, and there shall be no waste, garbage, and
provisional equipment before the completion. If the Contractor fails
to
complete the aforementioned tasks, the Owner and the Supervising
Engineer
are entitled to use other persons to perform these tasks and the
Contractor shall bear the relevant
costs.
|
9
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(5)
|
The
Contractor shall comply with relevant regulations of Wuhan on safety
and
on-site construction.
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9.2
|
If
the Contractor fails to perform the obligations in Article 9.1 and
this
causes the Owner to suffer any loss, the Contractor shall compensate
the
Owner for the relevant loss.
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III.
|
Design
of Construction Organization and Term of
Construction
|
|
Article
10
|
Organization
and Schedule
|
|
10.1
|
The
Contractor shall submit the construction organization design approved
by
the Owner, which shall satisfy the requirements of the main construction
term. It shall be submitted before the commencement report is
approved.
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10.2
|
In
addition to obtaining the project plan in its entirety and in all
parts,
the construction organization design shall include all kinds of schemes,
drawings, and measures regarding the construction machinery settings,
arrangement of the labor force, choice of each specialized construction
team, recruitment of management personnel, and various remedies in
case of
delay.
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10.3
|
Requirements
for the progress schedule in the unit
project:
|
|
The
Contractor shall be responsible for providing eight (8) copies of
the
monthly schedule and the status for completion of the schedule of
the
previous month before the 25th
day of every month.
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10.4
|
The
Contractor shall organize the construction according to the schedule
confirmed by the Engineer, and accept the inspection and supervision
of
the progress by the Engineer. Where the actual project progress is
inconsistent with the confirmed schedule, the Contractor shall propose
improvement measures according to the requirements of the Engineer
and
implement such measures after confirmation by the Engineer. If the
inconsistency is caused by the Contractor, the Contractor shall have
no
right to request any additional contract price for the improvement
measures.
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|
Article
11
|
Commencement
and Delay in the Commencement of the
Project
|
|
11.1
|
The
Contractor shall commence the project on the date of commencement
as
stipulated in the Contract. In case of delay in the commencement,
the
Contractor shall submit to the Engineer in writing the reasons and
request
postponement not later than seven (7) days before the commencement
date as
provided in the Contract. The Engineer shall reply to the Contractor
in
writing within 48 hours after the receipt of the postponement request,
otherwise, the Engineer shall be deemed to have agreed to such request
and
the construction period shall be extended accordingly. If the Engineer
does not approve the postponement request or the Contractor fails
to
submit the request within the stipulated time limit, the construction
period shall not be extended.
|
10
|
Article
12
|
Suspension
of Project
|
Where
suspension of the project is deemed necessary by the Engineer, the Engineer
shall inform the Contractor in writing to suspend the project and submit written
suggestions within 48 hours after the request. The Contractor shall suspend
the
project according to the request of the Engineer and protect the completed
project in an appropriate manner. After carrying out the suggestions of the
Engineer, the Contractor may request in writing to resume the project, and
the
Engineer shall reply within 48 hours. If the Engineer fails to submit the
suggestions within the stipulated time limit, or the Engineer fails to reply
to
the Contractor’s request to resume within 48 hours, the Contractor may resume
the project on its own. In case of any suspension caused by Owner, Owner shall
bear the additional contract price and compensate the Contractor for any losses
incurred. In case of suspension caused by the Contractor, the Contractor shall
bear all the costs incurred and the construction period shall not be
extended.
|
Article
13
|
Delay
of the Construction
|
If
the
scope of the project increases or is amended but the benchmarks are not
affected, the construction term shall not be extended. The Contractor shall
be
subject to the penalty as stipulated in the commitment provision of the Contract
if the period is extended due to the Contractor.
|
Article
14
|
Completion
of the Project
|
|
14.1
|
The
Contractor shall complete the project on the completion date stated
in the
Contract or on the postponed completion date as agreed to by the
Engineer.
|
|
14.2
|
If
the failure to complete the project on the completion date stated
in the
Contract or on the postponed completion date agreed to by the Engineer
is
due to the Contractor, the Contractor shall be liable for breach
of
contract.
|
|
14.3
|
If
Owner requires early completion of the project, an early completion
agreement shall be negotiated and entered into by the Parties and
it shall
be incorporated into this Contract. The early completion agreement
shall
include measures taken by the Contractor to ensure the quality and
safety
of the project, conditions provided by Owner for early completion,
and the
additional contract price for the early completion.
|
|
IV.
|
Quality
and Inspection
|
| Article 15 |
Project
Quality
|
|
15.1
|
The
quality of the project shall meet the requirement stipulated in this
Contract. The subdivisions of the project shall meet 100% of the
requirements the standards for acceptance of the construction. These
subdivisions include the infrastructure, structure, pipelines,
electronics, and other major construction subdivisions. The installation
standard and rules for the equipment imported from abroad shall comply
with the relevant requirements in the drawings of the foreign party
and
the foreign rules and standards. If the drawings of the foreign party
or
the foreign rules and standards do not specify the requirements,
the
domestic rules and standards shall be applied and any special technical
requirement shall be implemented in accordance with the Technical
Specifications portion of this Contract.
|
11
|
15.2
|
Any
dispute of the Parties concerning the quality of the project shall
be
subject to assessment by Supervision Office of Construction Project
Quality, Jiangxia District, Wuhan. Any costs and losses incurred
shall be
borne by the liable Party. If both Parties are liable, such costs
and
losses shall be borne by the Parties according to their respective
liabilities.
|
|
15.3
|
The
Contractor shall, according to the bidding documentation, establish
quality control measures and reward and discipline systems for each
unit
and process of the project, and the Contractor shall recruit quality
management personnel with Grade Three qualifications to complete
a quality
management system.
|
|
15.4
|
The
Contractor shall establish specific measures and operation schemes
to
ensure that the quality of the key equipment and process of the project
has met the standard of excellence.
|
|
15.5
|
The
Contractor shall establish prevention, handling, and control measures
against common defects of prior construction projects and submit
such
measures in writing to the Owner.
|
| Article 16 |
Inspection
and Rework
|
|
16.1
|
The
Contractor shall perform the construction according to the requirements
of
the standards and norms, design drawings, and instructions given
by the
Engineer under the Contract, accept the inspection and examination
by the
Engineer at any time, and make such inspection and examination convenient.
|
|
16.2
|
If
the Engineer finds that any part of the project fails to meet the
stipulated standards, the Engineer shall require the Contractor to
dismantle and reconstruct the project. The Contractor shall dismantle
and
reconstruct the project according to the requirements of the Engineer
and
until it meets the stipulated standard. If the failure to meet the
stipulated standard is caused by the Contractor, the Contractor shall
be
liable for the cost of such dismantlement and reconstruction and
the
construction period shall not be
extended.
|
|
16.3
|
The
inspection and examination by the Engineer shall not affect the normal
construction process of the project. If it affects the normal
construction, the Contractor shall be liable for the costs incurred
if the
project fails to be qualified after inspection and examination. Under
other circumstances in which the normal construction is affected,
the
Owner shall be responsible for the additional Contract price and
extend
the construction period accordingly (subject to the relevant provisions
of
the supervision Contract, if the supervisor is
liable).
|
|
16.4
|
Any
additional contract price incurred due to wrong instructions from
the
Engineer or other reasons not attributable to the Contractor shall
be
borne by the Owner (subject to the relevant provisions of the supervision
contract, if the supervisor is
liable).
|
|
Article
17
|
Subsurface
Project - Inspection and Acceptance
|
|
17.1
|
The
Contractor shall inspection the conditions of that part of the Project
that is to be placed beneath the surface and accept such part if
it meets
the stipulations in the Contract. The Contractor shall provide 48
hour
prior notice to the Engineer regarding the parts, time, and place
of the
inspection and acceptance. The Contractor shall report, sign, and
certify
its inspection and acceptance and before it executes the subsurface
work.
If the acceptance is denied, the Contractor shall, after modification,
conduct another inspection and acceptance within the time limitation
imposed by the Engineer.
|
12
|
17.2
|
If
the Engineer is unable to inspect and accept the Project as scheduled,
the
Engineer shall provide written notice of postponement to the Contractor
within 24 hours prior the scheduled time. The postponement shall
not
exceed 48 hours from the scheduled time. If the Engineer fails to
request
for a postponement or otherwise fails to inspect and accept the Project,
the Contractor shall on his own conduct the inspection and acceptance.
As
a result, the Engineer shall accept the inspection and acceptance
records.
|
|
17.3
|
After
the inspection and acceptance, if the project quality is in conformity
with all applicable requirements but the Engineer fails to sign the
inspection and acceptance records within 24 hours, the Project is
deemed
to be examined and accepted. Therefore, the Contractor can go forward
with
the subsurface work.
|
| Article 18 |
Subsurface
Project - Subsequent Inspection and
Acceptance
|
Regardless
of whether the Engineer has inspected and accepted the Project, the Contractor
shall strip or drill the subsurface project if the Engineer requires a
subsequent inspection. If the Owner accepts the subsurface project after the
subsequent inspection, then the Owner shall bear the liability of any additional
cost, including compensating for any resulting loss to the Contractor and any
cost due to postponing the construction period. Otherwise, the Contractor shall
bear the liability of all expenses, and the construction period shall not be
postponed.
| Article 19 |
Testing
of Equipment and Project
|
|
19.1
|
If
the installed equipment is ready to be tested, the Contractor shall
notify
the Engineer 24 hours prior to the test run. The notification shall
include a description, time, and place of the test run. The Owner
shall
provide the necessary preparations for the test run. If the test
run is
successful, the Engineer shall provide to the Owner the records of
the
test run.
|
|
19.2
|
If
the Engineer is unable to participate in the test run as scheduled,
the
Engineer shall provide to the Contractor a written deferral request
24
hours prior to the scheduled test run. The deferred period shall
not
exceed 48 hours of the scheduled test run. If the Engineer fails
to submit
a deferral request or otherwise cannot participate in the test run,
the
Engineer shall accept the records of the test
run.
|
|
19.3
|
If
the installed equipment is ready to be demonstrated to the Owner,
the
Contractor shall notify the Owner 48 hours prior to the demonstration.
The
notification shall include a description, time, and place of the
demonstration. The Owner shall provide the necessary preparations,
including electricity, for the demonstration. If the demonstration
is
successful, the Parties shall sign the records of the demonstration.
|
|
19.4
|
Mutual
Responsibilities
|
|
(1)
|
If
equipment fails to meet the requirements for acceptance due to a
design
feature, the Owner shall ask the design unit to modify the design
and the
Contractor shall have it re-installed on the basis of the modified
design.
The Owner shall pay the expenses for the modified design, removal,
re-installation, and any additional
cost.
|
13
|
(2)
|
If
the equipment fails to meet the requirements for acceptance due to
its
manufacturing, the Party that purchased the equipment shall be liable
for
the re-purchase or repair, and the Contractor shall be responsible
for the
removal and reinstallation. If the equipment was purchased by the
Contractor, the Contractor shall be liable for the repair or re-purchase,
removal, and reinstallation, and the construction period shall not
be
postponed.
|
|
(3)
|
If
the equipment fails to meet the requirements for acceptance due to
the
construction implemented by the Contractor, the Contractor shall
remove
and reinstall the equipment according to the Engineer. In addition,
the
expenses shall be paid by the Contractor and the construction period
shall
not be postponed.
|
|
(4)
|
Except
under special circumstances, the fees for the test run are included
in he
fixed contract unit price of the
equipment.
|
|
(5)
|
If
the Engineer does not sign his name on the test run records after
the test
run is successful, such records shall be deemed to be approved by
the
Engineer within 24 hours after the test run. The Contractor may continue
with the procedures to complete the
project.
|
|
19.5
|
If
the installed equipment is ready to be used in production, the Owner
shall
notify the Contractor 48 hours prior to such use. The notification
shall
include a description, time, and place of the use. The Contractor
shall
provide the necessary preparations and protection of the equipment
for the
use. The fees for this protection will not be separately
assessed.
|
|
19.6
|
If
any quality or safety issues occur during the test run or initial
production, the Contractor shall immediately assist the Owner with
correcting these issues to help minimize any potential loss. If the
loss
was caused due to the quality of the construction, then the Contractor
shall be liable for all the expenses. If the loss is not attributed
to the
Contractor, then the Owner shall be liable for such expenses.
|
| V. |
Safety
Construction and Integrity Requirements
|
| Article 20 |
Safety
Construction, Inspection, and Integrity
Requirements
|
|
20.1
|
The
Contractor shall abide by the relevant safety regulations, organize
construction strictly in accordance with safety standards, and be
available for inspection by the personnel from safety-inspection
industry
at any moment. Necessary safety prevention measures shall be taken
to
prevent accidents. If the Contractor does not abide by these safety
measures, he shall be liable for any accident and expenses
incurred.
|
|
Before
delivery and acceptance of the completed project by the Owner, the
Contractor shall be liable for any accidents and expenses if safety
or
fire proof measures are poorly
taken.
|
|
20.2
|
The
Owner shall be responsible for the education and safety of the workers
in
construction site. The Owner shall not require the Contractor to
construct
the project in contradiction to the safety regulations. The Owner
shall
bear the relevant responsibility and expenses due to accidents caused
by
the Owner.
|
14
|
20.3
|
The
Contractor shall be liable for the cleanness of the construction
site. The
Contractor shall not leave oil or concrete on the road, and the Contractor
shall clean the site on a daily basis and after the project is completed.
|
|
20.4
|
Prior
to the delivery of the Project, all construction shall be complete
and no
oil or construction waste shall be left on the road or within the
site.
|
|
20.5
|
If
the Contractor offered bribes or purposefully gave presents to the
Owner
or any of its units, the Owner has the right to discontinue the
performance of the Contract and the Contractor shall bear the liability
of
any loss.
|
| Article 21 |
Safety
Protection
|
|
21.1
|
The
Contractor shall notify the Engineer and obtain the Engineer’s approval
before working with or in the following: motorized equipment, electricity
circuits, underground pipelines, hermetic quakeproof workshop, combustible
and explosive areas, and areas near streets and major transportation
lines.
|
|
21.2
|
The
Contractor shall provide written notice to the Engineer 14 days before
it
uses any toxic, corrosive, radiating, or explosive materials. The
Contractor shall provide the safety measures it intends to use and
obtain
the Engineer’s approval of these measures before it uses such materials.
|
|
21.3
|
The
Contractor shall strive to avoid accidents involving personnel or
equipment and severe fire or traffic
accidents.
|
| Article 22 |
Accident
Management
|
|
22.1
|
If
a serious accident occurs, the Contractor shall report the accident
to the
relevant departments and notify the Engineer. The Contractor shall
handle
the accident as advised by governmental departments, and the person
liable
for the accident shall bear the expenses of the
accident.
|
|
22.2
|
Any
dispute between the Owner and the Contractor regarding responsibility
of
an accident shall be settled by the governmental
departments.
|
| VI. |
Price
of Contract and
Payment
|
| Article 23 |
Methods
of Contract Price Payment
|
|
23.1
|
Party
A shall pay to Party B 40% of the gross contract price to cover the
basic
peg construction to roof sealing. Party A shall pay the remainder
of the
project price based on the progress of the project. Payment of the
project
price after completion shall not be less than 85% of the gross contract
price. The remainder of the price shall be paid in a lump sum within
one
month after the final accounting, with 5% of the project price withheld
as
a warranty retainer.
|
15
|
23.2
|
The
detailed rules of the methods on project price payment shall be based
on
the negotiations of the Parties. The relevant documents ratified
by the
Parties after negotiations shall be incorporated into this Contract
and
have the same binding effect.
|
| Article 24 |
Verification
of Progress
|
|
24.1
|
The
Contractor shall submit a progress report of the construction before
the
25th
of
each month, and the supervising Engineer shall verify the report
before
the 28th
of
each month. The Contractor shall be notified 24 hours before such
verification, and the Contractor shall provide convenient conditions
and
personnel to assist. If the Contractor does not participate in the
verification after he has been notified, the result of the verification
is
effective and shall be the basis for payment of the contract
price.
|
|
24.2
|
The
Engineer shall verify the progress and value of the completed project,
and
the Contractor shall be paid based on the Engineer’s assessment.
|
|
24.3
|
The
Engineer shall not verify the progress of the project if it is beyond
the
scope of the design or the Contractor reworks the project.
|
| Article 25 |
Payment
of Project Price (Progress
Payment)
|
|
25.1
|
Based
on the Engineer’s verification, the price of the remaining progress
payment shall be calculated according to the relevant unit price
of the
sub-project that constitutes the total Contract
Cost.
|
|
25.2
|
The
Parties shall negotiate the payment method if there are any changes.
|
|
25.3
|
If
the Owner fails to make the progress payment, the Owner shall pay
the
price within 14 days of notice from the Contractor. If the Owner
fails to
meet this time limit, the Owner shall be liable for interest payments
from
the date when such price was due.
|
| VII. |
Materials
and Equipment Supply
|
| Article 26 |
Materials
and Equipment from the
Owner
|
|
26.1
|
All
the equipment within the scope of this contracted project shall be
provided by the Owner, and such equipment shall be in conformity
with the
design requirements and include its certification
documents.
|
|
26.2
|
The
Owner shall notify the supervising Engineer and the Contractor 24
hours
before the supplied equipment is unpacked and checked, and the Owner
shall
provide the necessary materials for the check up. After the check
up, the
Owner shall seal the boxes for storage. If the equipment is transferred
to
the Contractor, the Contractor shall appropriately store the boxes
and
compensate for any losses if the equipment is damaged or missing.
If the
Owner fails to notify the Contractor of the check up, the Contractor
shall
neither bear the liability of the equipment storage nor bear the
responsibility of any damaged or missing equipment. At the time when
the
boxes are unpacked for check up and losses are found, the Owner shall
list
this on the “List of Damaged or Missing Parts of Equipment,” which shall
be signed by both Parties and be the basis of ordering more supplies
or
equipment.
|
16
|
26.3
|
The
equipment supply shall meet the needs of the construction process.
The
Contractor shall provide equipment demand plans to the equipment
supply
departments of the Owner each month pursuant to the plan of the Parties.
The Owner shall supply the equipment, and the Contractor shall provide
the
conditions for the equipment delivery to the site and send personnel
to
the equipment supply departments of the Owner seven (7) days prior
to the
delivery.
|
|
26.4
|
The
Owner shall be responsible for onsite services during the equipment
installation. If there are any quality problems with the equipment,
the
Owner shall be liable. If the Contractor is needed, the Contractor
shall
assist and the Owner shall pay the Contractor accordingly.
|
|
26.5
|
The
equipment supplied by the Owner shall be accompanied with shipping
documents and certificates of quality. The Owner shall provide assistance
as needed by the Contractor to find and borrow materials from the
equipment supply departments of the
Owner.
|
| Article 27 |
Materials
Purchase by the
Contractor
|
|
27.1
|
Materials:
|
|
(1)
|
Steel
shall be purchased according to the design and relevant standards,
and
certificates of quality shall be
provided.
|
|
(2)
|
Commercial
concrete shall be purchased from factories where qualified certificates
are provided.
|
|
(3)
|
Wires
and cables shall be purchased from the factories listed below: Wuhan
Huanghelou Cable Factory, Jiangsu Baosheng Cable Factory, Anhui Hualing
Cable Factory, Anhui Huaneng Cable Factory, and Shenyang Cable Factory.
The Owner shall determine what brand of lamps to use.
|
|
27.2
|
The
construction materials shall be purchased by the Contractor based
on the
aforementioned factors and the project design, and certificates of
quality
shall be provided. The Contractor shall be liable for the quality
of the
materials purchased. The Contractor shall inform the project department
within 24 hours before the materials are delivered and shall inform
the
supervising Engineer to inspect and accept the materials. Factories,
product brands, material certificates, and quality of the purchased
materials shall be confirmed in writing during the inspection and
acceptance.
|
|
27.3
|
If
the materials purchased by the Contractor fail to conform to the
design
and standards, the supervising Engineer has the right to refuse to
inspect
and accept. The Contractor shall remove such materials from the site
according to the time requirement set by the Engineer, and the Contractor
shall be liable for any expenses in re-purchasing the required products
and no extension of construction term shall be
allowed.
|
|
27.4
|
Prior
to the use of materials purchased by the Contractor, the Contractor
shall
inspect the materials to the Engineer’s requirements. Any materials that
fail to meet the requirements cannot be used and the expenses of
the
inspection shall be paid by the
Contractor.
|
17
|
27.5
|
The
Contractor shall be liable for the removal, re-construction, and
renovation or re-purchase when the project departments in charge
and the
supervising Engineer finds that materials purchased and used by the
Contractor fail to meet the design and standard requirements. The
Contractor shall pay the expenses and the time limit to complete
the
project shall not be postponed.
|
|
27.6
|
If
the Contractor purchases or uses nonconforming materials in breach
of the
stipulations and relevant regulations, the Contractor shall pay 4%
of the
contract price to the Owner upon verification for each instance of
use of
nonconforming materials.
|
|
27.7
|
If
the Contractor fails to inspect or monitor the construction materials,
parts, and commercial concrete pursuant to relevant rules, the Contractor
shall pay 6% of the contract price to the Owner upon verification
for each
instance of use of nonconforming
materials.
|
| VIII. |
Alteration
to the Project
|
| Article 28 |
Alteration
to the Project Design
|
|
28.1
|
The
Contractor shall not make any alterations without approval from the
Owner
and the supervising Engineer. Any changes issued by the design departments
must conform to the request of the Owner, and such changes can only
be
implemented with approval by the Owner and supervising
Engineer.
|
|
28.2
|
During
construction, the Contractor shall not make any alterations to the
original project design. The Contractor shall be liable for any expenses
and direct losses resulting from the unapproved alteration. If, alteration
is required for safety or convenience of the construction, such
alternation shall first be approved by the design departments and
then
approved by the Owner and supervising Engineer. The Contractor shall
be
liable for any additional costs.
|
|
28.3
|
Any
suggestions to improve the design of the project by the Contractor
shall
be approved by the Owner and the supervision Engineer. The Contractor
shall pay the expenses and any relevant losses if the Parties fail
to
agree. Upon agreement by the Owner and the supervision Engineer,
the price
of the project shall not be readjusted based on the suggestions for
improvement by the Contractor.
|
|
28.4
|
If
a design alteration will not affect the main circuitry, the time
limit for
the project shall not be postponed.
|
| IX. |
Delivery,
Inspection, Acceptance, and Settlement of the
Project
|
| Article 29 |
Delivery,
Inspection, and Acceptance of the
Project
|
|
29.1
|
The
Contractor shall submit two complete materials for the completed
project
to the supervising Engineer within 49 days of the project’s completion.
After the Project is ready for inspection, the Contractor shall submit
to
the Engineer inspection reports based on the national
regulations.
|
|
29.2
|
The
supervising Engineer shall organize relevant departments for inspection
and acceptance of the completed project within 28 days after receiving
inspection reports from the Contractor and shall approve of the inspection
reports or offer corrections within 14
days.
|
18
|
29.3
|
If
the supervising Engineer fails to inspect the project within the
time
limit as stipulated in the Contract, the inspection reports shall
be
deemed to be accepted and settlement procedures shall be
conducted.
|
|
29.4
|
After
the inspection for acceptance of the completed Project is completed,
the
date when the Contractor submits the inspection reports shall be
the date
when the Project is completed. If the inspection is successful upon
the
revised requirements by the Owner, the actual completion date shall
be the
date when the revisions are submitted to the Owner after being revised
by
the Contractor.
|
|
29.5
|
If
the Owner fails to organize inspection and acceptance within 28 days
after
receiving inspection reports from the Contractor, the Owner shall
be
liable for the care of the project and all the unexpected accidents
beginning on the 29th
day.
|
|
29.6
|
The
inspection and acceptance procedures shall be conducted according
to
Sections 30.1 and 30.4 of this
Contract.
|
|
29.7
|
A
partial completion agreement, in which the liabilities of both Parties
and
methods of payment of project price are specified, shall be signed
by the
Parties separately if the Owner requires partial completion for a
certain
unit or part of the project.
|
|
29.8
|
The
Owner shall not use the project if the project does not pass the
inspection. If the Owner forcibly uses the project, he shall bear
the
responsibilities of the quality problems arising therefrom and the
other
problems.
|
| Article 30 |
Settlement
of the Project
|
|
30.1
|
After
the Parties have approved the inspection reports, the completion
settlement reports, and the settlement data, the Parties shall adjust
the
settlement as permitted under the
Contract.
|
|
30.2
|
The
Owner shall approve the reports of completion settlement and settlement
data submitted by the Contractor within 28 days or offer modifications.
The Owner shall pay the project completion price within 7
days.
|
|
30.3
|
If
the Owner fails to pay the project completion settlement price without
reasonable grounds within 28 days after receiving the inspection
report
and the settlement data, the Owner shall pay the interest of the
defaulted
project price based on the applicable bank loan interest ratio starting
from the 29th
day, and the Owner shall be liable for breach of the
Contract.
|
|
30.4
|
The
Owner shall pay 80% of the total project price within 28 days after
the
completion settlement report and the settlement materials are
verified.
|
|
30.5
|
If
the Parties disagree on the settlement price, such dispute can be
submitted to the relevant authorized national department or the unit
recognized by the Parties to make an auditing
determination.
|
19
| Article 31 |
Quality
Guarantee
|
|
31.1
|
Pursuant
to the laws, administrative regulations, relevant national provisions,
and
the quality warranty of the project, the Contractor shall be responsible
for the quality warranty of the project within its quality warranty
period.
|
|
31.2
|
The
Contractor shall sign a quality warranty letter with the Owner before
the
inspection of the completed
project.
|
|
31.3
|
The
main contents of the quality warranty letter shall
include:
|
|
(1)
|
Contents
and scope of the quality warranty;
|
|
(2)
|
Quality
warranty period;
|
|
(3)
|
Quality
warranty responsibility; and
|
|
(4)
|
Method
for paying the quality warranty
retainer.
|
|
31.4
|
According
to the 279th
Statute of the Regulation on Construction Project Quality Administration
issued by the State Council, the minimum project quality warranty
period
shall be:
|
|
(1)
|
The
number of years stipulated in the design documents for the main facility
project, groundsill fundamental project of house construction, and
main
structure project.
|
|
(2)
|
The
period of house waterproof project, the waterproof-required washroom,
and
room and anti-leakage of exterior wall will last for 5
years.
|
|
(3)
|
The
period of drainage pipeline, process pipeline, ventilation pipeline
equipment installation, and decoration project will last for 2
years.
|
|
(4)
|
The
period of metal structure coated with oil and anti-cauterization
project
will last for 3 years.
|
|
31.5
|
The
quality warranty period shall be effective on the date when the completed
project is accepted after
inspection.
|
| X. |
Breach
of Contract, Claim, and
Disputes
|
| Article 32 |
Breach
of Contract
|
|
32.1
|
The
Parties shall agree on the progress payment in accordance with this
Contract. If the Parties fail to reach an agreement, the Owner shall
pay
the applicable interest on the amount owed to the
Contractor.
|
20
|
32.2
|
The
Contractor breaches this Contract under the following
circumstances:
|
|
(1)
|
If,
due to the Contractor, the project is unable to be completed according
to
the completion time or the postponed time agreed by the supervising
Engineer as stipulated in the Contract, the Contractor shall pay
RMB 1,000
per day. However, this shall be limited to 10% of the contract price.
|
|
(2)
|
If,
due to the Contractor, the project quality fails to satisfy the promised
quality criteria, the Contractor shall pay 10% of the contract
price.
|
|
(3)
|
The
Contractor shall pay a penalty of RMB 50,000 for the failure of safety
production target. The Contractor shall not be exempted from its
responsibilities by paying this
penalty.
|
|
(4)
|
The
Contractor shall pay a penalty of RMB 10,000 for each instance in
which
the Contractor fails to meet the rules of construction. The Contractor
shall not be exempted from its rules of construction liability. The
penalty will be limited to 5% of the contract
price.
|
|
32.3
|
If
the defaulting party is required to continue to perform the Contract,
such
party shall continue performing under the Contract.
|
| Article 33 |
Claims
|
|
33.1
|
A
claim by one party against the other party can only be brought based
on
proper causes and effective evidence of the events underlying the
claim.
|
|
33.2
|
If
the Owner fails to perform under the Contract, causes the construction
to
be delayed, fails to make payment, or otherwise suffers other economic
losses, the Contractor can bring a claim in writing against the Owner
by
the following means:
|
|
(1)
|
Notice
of intent to file a claim shall be provided to the Engineer within
28 days
of filing;
|
|
(2)
|
Reports
and other relevant materials regarding the delay of construction
or
suffering of economic losses shall be provided to the Engineer within
28
days when notice of claim intent is
provided;
|
|
(3)
|
The
Engineer shall reply to the Contractor within 28 days or require
the
Contractor to further provide reasons and evidences after receipt
of the
delivered claiming reports and relevant
materials;
|
|
(4)
|
Such
claim is deemed to be approved if the Engineer does not give a reply
to
the Contractor or make further request of the Contractor within 28
days of
receiving the claim reports and relevant
materials;
|
|
(5)
|
If
the claim is continuing, the Contractor shall periodically provide
the
intent of the claim to the Engineer. Within 28 days after the end
of the
claim event, relevant materials and final claim report shall be delivered
to the Engineer. The reply procedures of claim are the same those
in
Subsections (3) and (4).
|
21
|
33.3
|
If
the Contractor cannot perform every obligation stipulated in the
Contract
or makes mistakes causing economic losses suffered by the Owner,
the
Contractor shall indemnify the Owner within the time limitations
under
Section 32.2.
|
| Article 34 |
Disputes
|
The
Parties shall amicably negotiate any disputes that arise. If the dispute cannot
be settled, the Parties shall mediate under the administrative departments.
If
still fail to reach an agreement under mediation, the Parties can arbitrate
the
dispute under the Wuhan Arbitration Commission.
| XI. |
Other
Provisions
|
| Article 35 |
Subcontracting
|
The
Contractor shall not assign or otherwise subcontract this Contract or any part
of this Contract to other units or individuals that fail to comply with the
national construction qualification without the consent of the Owner. With
respect to the service supply and materials purchasing based on the criteria
stipulated within the Contract, the Contractor shall have them delivered to
the
supervising Engineer to record and the Engineer has the right to inspect
them.
| Article 36 |
Force
majeure
|
|
36.1
|
The
following shall be considered a force majeure event: any natural
disasters
of wind, rain, snow, flood and earthquake which will cause severe
losses
to the project and have not occurred in the past few
years.
|
|
36.2
|
After
the occurrence of a force majeure, the Contractor shall immediately
inform
the Engineer of the event and shall promptly take measures to reduce
losses. In addition, the Owner shall assist the Contractor with such
measures. If the Engineer believes the construction should be stopped,
the
Contractor shall cease to construct temporarily. The Contractor shall
inform the Engineer of the damages, losses, and the expected cleaning
and
renovation expenses within 48 hours after the force majeure end.
The
Contractor shall have report such losses to the Engineer once every
7 days
if the force majeure events continue. In addition, the Contractor
shall
still submit formal reports and relevant materials of cleaning and
renovation to the Engineer within 14 days after the end of the force
majeure.
|
|
36.3
|
Any
expenses resulting from a force majeure event and any resulting delay
to
the time limit shall be determined as
follows:
|
|
(1)
|
The
Owner shall be liable for the damages to the project, the injuries
or
casualties of any third party, property damages caused by the project,
damage to the materials used, and damage to the installed equipment.
|
|
(2)
|
If
any injuries or casualties occur, the unit where it occurred shall
be
liable for the injury and any relevant
expenses.
|
|
(3)
|
The
Contractor shall be liable for any losses to the equipment and any
losses
due to the shutdown period.
|
22
|
(4)
|
During
the shutdown period, the Owner shall pay for the Contractor’s management
and security personnel who are requested by the Engineer to stay
on the
construction site.
|
|
(5)
|
The
Owner shall pay for any necessary cleaning and renovation
expenses.
|
|
(6)
|
The
time period for the project shall be postponed
accordingly.
|
|
36.4
|
A
Party is not relieved of its contractual responsibilities due to
a force
majeure event.
|
| Article 37 |
Insurance
|
|
37.1
|
The
Contractor shall purchase insurance to cover accidental injuries
of its
employees, life and property insurance for its personnel, and coverage
for
the construction machinery. Such expense shall be included in the
contract
price.
|
|
37.2
|
Both
Parties shall be measures to prevent and reduce losses if an insured
event
occurs.
|
| Article 38 |
Guarantee
|
The
Contractor shall provide to the Owner a guarantee of its performance under
this
Contract in the form of bank guarantee. The guarantee agreement shall be deemed
to be part of this Contract.
| Article 39 |
Termination
of the Contract
|
|
39.1
|
This
Contract can be terminated on the mutual agreement of both Parties.
|
|
39.2
|
If
a shutdown period lasts for at least 56 days and the Owner fails
to pay
the project cost, the Contractor has a right to terminate this
Contract.
|
|
39.3
|
Pursuant
to Article 35, if the Contractor subcontracts the entire project
to others
or divides the project into different parts and then subcontracts
them
separately to the others, the Owner has a right to terminate the
Contract.
|
|
39.4
|
The
Parties may terminate this Contract if any either of the following
occurs:
|
|
(1)
|
A
Party cannot perform the Contract due to a force
majeure.
|
|
(2)
|
A
Party cannot perform the Contract because the other party is in default,
including any stop or delay of project construction due to the
Owner.
|
|
39.5
|
One
Party shall provide written notice of termination to the other Party
7
days prior to the termination, if the termination is based on Section
40.2, 40.3 or 40.4. If any dispute arises during the termination,
it shall
be settled pursuant to Section 34.
|
|
39.6
|
After
the Contract is terminated, the Contractor shall protect and deliver
the
finished project and the materials and equipment. The Contractor
shall
also remove its machinery and personnel from the construction site
at the
request of the Owner. The Owner shall supply necessary conditions
for the
Contractor and pay the price for the finished project as stipulated
in the
Contract. The ordering party shall be responsible for returning any
ordered goods, materials, and equipment. If the payment for goods
cannot
be returned, the Owner shall bear the liability. If the failure of
payment
for returned goods is due to an untimely return, the Party who was
responsible for its return shall be liable. The Party in default
at the
time of termination shall pay for the losses caused to the other
Party due
to the termination.
|
23
|
39.7
|
After
the Contract is terminated, the provisions of this Contract regarding
settlement and cleaning will not be affected and shall remain
effective.
|
| Article 40 |
Execution
and Term of Contract
|
|
40.1
|
The
method of the Contract execution shall be stipulated by the
Parties.
|
|
40.2
|
Except
under circumstances specified in Article 33, this Contract will be
terminated on condition that the Owner and the Contractor have performed
all the obligations under the Contract, the project completion settlement
has been paid, and the Contractor has delivered the completed project
to
the Owner.
|
|
40.3
|
After
the rights and obligations under this Contract have terminated, the
Parties shall perform the obligations of notification, assistance,
confidentiality and similar obligations based on the principle of
honesty
and credibility.
|
| Article 41 |
Number
of Copies
|
|
41.1
|
This
Contract is made in two (2) originals, each with equal validity.
Each
Party shall keep an original.
|
|
41.2
|
This
Contract is made in twelve (12) duplicates whose effectiveness is
equivalent to the originals. Both Parties shall keep these copies.
|
| Article 42 |
Miscellaneous
Clauses
|
|
42.1
|
The
Contractor shall abide by the relevant management rules regarding
security, fire prevention, and worksite appearance and shall ensure
no
waste, garbage, and provisional equipment is left on the site 15
days
after the project is delivered.
|
|
42.2
|
The
Contractor shall be responsible for the safety of the equipment and
personnel in the construction site. If an accident occurs, the Contractor
shall bear such liability. In addition, the Contractor is liable
for the
safety of the Owner and the supervising Engineer when enter the
construction site.
|
|
42.3
|
The
Contractor shall construct, complete, and warrant this Project and
shall
meet the requests of the Engineer and the Owner. This Contract shall
continue until the quality warranty period expires.
|
24
Part
III - Technical Criteria
The
construction, inspection, and acceptance criteria for this project are listed
in
the chart below. The appropriate criterion is based on the applicable contents
of the project. If the criteria and the standards listed in this chart is
incomplete or not in compliance with any new criterion or standard as issued
by
the P.R.C., such criterion or standard shall be followed.
|
Number
|
Standard
Code
Name
|
Name
of Standard
|
||
|
1
|
GB50026-93
|
Project
measurement criteria
|
||
|
2
|
GBJ86-85
|
Technical
criteria for propping with sprayed-concrete anchor
|
||
|
3
|
GBJ108-87
|
Waterproofing
technical criteria for underground project
|
||
|
4
|
GBJ113-87
|
Construction
technical criteria for hydraulic pressure sliding
cyclostyle
|
||
|
5
|
GBJ19-88
|
Applicable
technical criteria for concrete addictives
|
||
|
6
|
GBJ141-90
|
Construction,
check and acceptance criteria for drainage structures
|
||
|
7
|
GB50194-93
|
Installation
criteria for supply and use of electricity in construction site of
project
|
||
|
8
|
GBJ201-83
|
Earthwork
and explosive engineering construction, check and acceptance criteria
|
||
|
9
|
GBJ202-92
|
Groundsill
and foundation engineering construction, check and acceptance
criteria
|
||
|
10
|
GB50204-92
|
Concrete
and structural engineering construction, check and acceptance
criteria
|
||
|
11
|
GB50205-95
|
Steel
structure engineering construction, check and acceptance
criteria
|
||
|
12
|
GB50207-94
|
Lay
engineering technical criteria
|
||
|
13
|
GBJ208-83
|
Construction,
check and acceptance criteria for underground waterproofing
project
|
||
|
14
|
GB50209-95
|
Construction,
check and acceptance criteria for ground engineering
|
||
|
15
|
GB50235-97
|
Construction,
check and acceptance criteria for industry metal pipeline
engineering
|
|
16
|
GBJ236-82
|
Construction,
check and acceptance criteria for field devices and industry pipeline
welding engineering
|
25
|
17
|
GB50268-97
|
Construction,
check and acceptance criteria for drainage pipeline welding
engineering
|
||
|
18
|
GB/T12467-90
|
Welding
quality guarantee (Basic principles)
|
||
|
19
|
YBJ220-91
|
Construction
technical rules for pump concrete
|
||
|
20
|
YBJ224-91
|
Construction
technical rules for mass concrete with block foundation
|
||
|
21
|
YB9254-95
|
Construction
technical rules for steel structure engineering
installation
|
||
|
22
|
YB/T9256-96
|
Technical
rules for steel structure and pipeline hull painting
|
||
|
23
|
JGJ4-80
|
Rules
for design and construction of pile foundation grouting of industrial
and
civil projects
|
||
|
24
|
JGJ/T8-97
|
Measuring
rules for construction deformation
|
||
|
25
|
JGJ9-79
|
Project
design and construction rules for hydraulic pressure climbing
form
|
||
|
26
|
JGJL/T10-95
|
Construction
technical rules for concrete pump
|
||
|
27
|
JGJ18-96
|
Welding
of steel bars and check & accept rules
|
||
|
28
|
JGJ63-89
|
Standard
for the mixing water applied in concrete
|
||
|
29
|
JGJ73-91
|
Construction,
check and acceptance criteria for architectural
decoration
|
||
|
30
|
JGJ79-91
|
Technical
criteria for ground base of construction
|
||
|
31
|
JGJ81-91
|
Welding
rules for architectural steel structure
|
||
|
32
|
JGJ82-91
|
Jointing
design, construction, check and acceptance criteria for high-strength
bolt
of steel structure
|
||
|
33
|
JGJ104-97
|
Construction
rules of architecture engineering in season of winter
|
||
|
34
|
JGJ/T114-97
|
Technical
rules for concrete structure reinforced with welded steel fibers
and bars
|
||
|
35
|
CJJ36-90
|
Technical
rules for city road maintenance
|
||
|
36
|
HGJ210-83
|
Construction,
inspection & acceptance criteria for cylindrical welded steel storage
tank
|
||
|
37
|
HGJ229-91
|
Construction,
check and acceptance criteria for the engineering of industry equipment
and anti-corrosive pipeline
|
26
|
38
|
JBJ23-96
|
Construction,
check and acceptance criteria for mechanical equipment installation
project
|
||
|
39
|
JBJ29-96
|
Construction,
check and acceptance criteria for compressor, fan and pump installation
project
|
||
|
40
|
JBJ31-96
|
Construction,
check and acceptance criteria for hoisting equipment installation
project
|
||
|
41
|
TBJ201-86
|
Construction
rules for railway tracks
|
||
|
42
|
TBJ202-86
|
Construction
rules for roadbed railway
|
||
|
43
|
SYJ4007-86
|
Criteria
for the pre-coating surface treatment of steel material
|
||
|
44
|
SYJ4010-86
|
Construction,
check and acceptance criteria for pressure filter tank
|
||
|
45
|
SYJ4012-86
|
Construction,
check and acceptance criteria for the recommended vertical cylindrical
welded steel roof storage tank
|
||
|
46
|
CECS29:
91
|
Technical
rules for waterproof of felt roofing
|
||
|
47
|
CECS41:
92
|
Design,
construction, check and acceptance rules for PVC-U pipeline used
for
architectural water supply
|
||
|
48
|
CECS71-94
|
Visual
inspection criteria for welding in project construction
worksite
|
27