"Goods", also called "contract Goods" or "Contract Equipment" means the equipment, parts, device, materials, spare parts, drawings, information and a variety of items.
“服务” 又称“技术服务” 系指根据本合同规定卖方承担与供货有关的服务，包括但不限于以下内容：设计、提供技术资料、运输及保险、组装及安装指导、调试、试运行、质保、性能测试、运行、消缺(如有)、培训、其他的伴随服务以及合同中规定卖方应承担的其他服务义务。
"Services", also called " Technical Services", means the supply-related services that the Seller undertakes pursuant to the Contract, including but not limited to the following: design, technical information, shipping and insurance, assembly and installation instructions, commissioning, trial run, quality assurance, performance testing, operation, defects elimination (if any), training, other services that occur concurrently and other service obligations specified in the contract that the Seller shall bear.
The Buyer's Contact Person:
The Seller's Fax:
Project Site: Jiangsu Rudong Offshore Wind Farm (Intertidal Zone) 100MW Demonstration Project of Sinohydro Corporation (see Technical Agreement for details)
"Day(s) " means the calendar day (s ).
Pre-acceptance means the completion of the equipment installation and all tests in the process of installation provided by the Seller (excluding power curve and availability).
Commissioning period shall cover all the time to be spent on the installation, testing and the completion of commissioning from the first wind turbine to the last wind turbine.
Each wind turbine shall be trouble-free after continuous operation of 240 hours, and during this period, if there is rated wind speed, the unit shall achieve the rated output.
The Seller shall deliver a qualified installation and commissioning report after passing the commissioning.
Upon the end of the commissioning period, a pre-acceptance certifiCATe will be issued and signed by the Buyer and the Seller.
Final acceptance refers to the acceptance at the expiration of warranty periods of all the wind turbines and shall be confirmed by a final acceptance certificate issued by the Buyer to the Seller.
Warranty period shall last for two years, starting from the day following the signature of pre-acceptance certificate of the unit to the effective date of final acceptance certificate signed by the Seller and the Buyer.
During this period , the Seller shall ensure the normal , stable operation of the Goods , and eliminate any defects found in the Contract Goods.
Commissioning means the operation of the Contract Goods between the end of commissioning and the issuance of a pre- acceptance certificate.
Delivery of equipment means the unloading by the Buyer under the guidance of the Seller and other related work performed by the Seller and the Buyer, such as unpacking, inspection, stocktaking, acceptance and signing on the delivery list of equipment by the Buyer after the Contract Goods has been carried to the project site.
Upon signing on the delivery list of equipment by the Buyer, the property rights of the goods shall be proprietary to the Buyer, but shall not reduce or relieve the Seller 's other obligations and responsibilities under the Contract.
Supervision of the Buyer means that the Buyer has the right to send representatives to the Buyer's factory at its own expense to supervise manufacture while the Seller provides appropriate accommodation and other conveniences.
The Goods to be delivered under the Contract shall be in conformity with the standards prescribed by the technical specifications.
If the appropriate standards are not applicable, the goods shall comply with the official standards specified by the People's Republic of China and the said standards shall be the latest ones released by relevant authorities.
Advance Payment Bond
Advance payment bond shall be equal to 5% of the total contract price.
The advance payment bond stipulated by the Contract shall be delivered by the Seller to the Buyer within seven (7) days after the signature of the Contract.
Performance bond shall be denominated in Renminbi ("RMB") and delivered in the following manner:
Bank guarantee shall be submitted by the banks acceptable by the Buyer and registered and operated in the People's Republic of China or via the banks registered and operated in the People's Republic of China at the request of foreign banks.
It shall be in the form prescribed in the tendering documents or other forms acceptable to the Buyer.
The Buyer shall return advance payment bond to the Seller within 15 days after the delivery of the first batch of equipment and the signing of the letter of acceptance.
Amount of performance bond shall be equal to 5% of the total contract price
The performance bond shall be delivered by the Seller to the Buyer in an amount as stipulated in the contract within 7 days after the signature of the Contract.
The performance bond shall be denominated in Renminbi ("RMB") and delivered in the following manner:
The buyer shall return performance guarantee to the Seller within 15 days after all the equipment supplied by the Seller have been checked and accepted as qualified.
Inspection and Test
The Buyer and/or its representative shall be entitled to inspect and/or test the goods to ascertain whether the goods meet the requirements of the Contract.
The obligations to be performed by the Seller and the liabilities to be undertaken by the Seller may not be diminished or exempted under the Contract despite the inspection and test conducted by the Buyer and its representative.
Additional expenses incurred in the process of inspection and/or test on the goods are not borne by the Buyer and/or its representative.
The Seller shall issue an inspection and test notice of goods to the Buyer 30 days in advance.
The notice shall set forth, including but not limited to, the contents, time and places of the inspection and test.
The Buyer shall determine whether to participate in the foregoing inspection and/or test within 14 days after receipt of the notice.
Inspection and/or test may be conducted at the business places of the Seller or its subcontractors, the place of delivery and/or the final destination of the goods.
If the Inspection and/or test is conducted at the business places of the Seller or its subcontractor, the Buyer and/or its representatives shall have an access to all the feasible facilities and assistance, provided that the Buyer shall not bear any expenses.
If any inspected or tested goods do not conform with the Contract, the Buyer may refuse to accept the said goods.
The Seller shall replace the refused goods or make necessary modifications free of charge so that these goods meet the standards.
The whole procedure of installation shall be carried out in the presence of the Seller's technical service personnel and under their direction.
Upon completion of an important process, it must be verified by on-site technical service personnel from the Seller with signature.
List of important processes and relevant technical information will be provided by the Seller within 21 days prior to the assembly of the Contract Goods.
The Seller shall be responsible to conduct the following work (including but not limited to): preparation for installation, field installation and assembly of units and towers, installation of grounding and lightning protection system and rendition of guidance when the Buyer's personnel complete the installation according to the required accuracy and quality.
During installation, the Seller’s on-site technical service personnel shall be at present and confirm the important working procedures in a timely manner.
If any problems still arise after the Buyer has conducted its work in accordance with the stipulations of the Seller’s technical information and under the guidance of the Seller’s on-site technical service personnel and the Seller’s on-site technical service personnel have confirmed the installation by signature, the Seller shall hold the liability thereof.
If any problems arise from the Buyer’s failure to conduct its work in accordance with the stipulations of the Seller’s technical information and under the guidance of the Seller’s on-site technical service personnel, the Buyer shall hold the liability thereof at its own risk (except for the problems with equipment itself ).
During installation and commissioning of the goods, if any equipment defects and/or damage to equipment are caused by the Seller's technical personnel’s incorrect guidance or wrong drawings provided by the Seller or the Seller itself, the Seller shall promptly repair and / or replace such equipment and be liable for all the costs that may be incurred therefor.
The Seller is responsible to debug the operation of the goods, including but not limited to stand-alone commissioning, synchronizing commissioning and entire field commissioning.
The period of commissioning starts from the installation, test and trial run of the first wind turbine to those of the last wind turbine.
During the commissioning period, each set of goods shall continuously, normally operate for 240 hours without any failures, undergo and pass equipment performance test stipulated by the professional standards of the state and manufacturer; the Seller shall submit qualified installation and commissioning report.
Both parties will sign the final acceptance certificate on the condition that the Seller completes all the work in the 2 -year warranty period, the warranty period of the Contract Equipment expires and the Seller pays off all the penalties (if any) or claims (if any).
Potential defect refers to the equipment hazards which cannot be discovered in the manufacturing and short-term operation under the existing technical conditions or normal conditions.
If the potential defects of the goods are to be found, the Seller shall repair and replace them in a timely manner, and shall be responsible for the correction of these defects and bear the expenses inflicted by these endeavors.
The Buyer's representative has the right to put forward opinions and temporarily not to make an confirmation as and when defects of equipment and materials are found and/or not in conformity with the standards and/or package requirements.
The Seller must take necessary measures at his own costs to eliminate such defects or other aspects that do not comply with the provisions of the Contract.
After the elimination of defects, the Buyer has the right to inspect and test the same goods once again to guarantee the quality of the delivery.
The Seller has an obligation to report, without concealment, the Buyer any defects in quality and problems arising in the process of manufacture of the Contract Equipment on its own initiative in a timely manner, whether the Buyer's representatives require or know these or not and the Seller may not arbitrarily solve these problems before the Buyer knows them.
Prior to delivery, the Seller shall carry out detailed and comprehensive inspection on each sets of goods in quality, specifications, performance, quantity and weight and issue an inspection certificate to conform that the goods is in conformity with the Contract.
The Seller shall send a copy of inspection certificate to the Buyer by EMS 2 days after shipment.
The original inspection certificate, together with the goods, shall be delivered to the Buyer.
The Seller shall provide package required to transport the goods to final destination stipulated in the Contract to prevent any damage or deterioration to the goods in the course of transshipment.
The Seller shall take necessary protective measures for this kind of packaging as damp-proof, free from sunshine, rust-proof, anti-corrosion, vibration-proof and other damages so that the protected goods can withstand repeated loading and unloading, handling and inland line-haul, and the Seller shall make packaging convenient for loading/unloading.
The Seller shall bear any responsibility and/or cost for any rusting, damage and loss of the goods incurred by its inappropriate packaging or preventive measures.
and Carton No.
of the Goods;
Size (Length ´ Width ´ Height, cm).
If single packing carton weighs 2 tons or more, the Seller shall mark with such words as “Center of gravity” and "Lifting point" on both sides of the packing carton for easy loading, unloading and transport.
According to characteristics of goods and different requirements of transportation, the Seller shall mark on the packing cartons with such words as "Handle With Care", "This Side Up", “Keep Upright” and " Keep Dry" or other appropriate marks.
Terms of shipping
The goods herein shall be delivered at the place in a project site defined by the Buyer (FOT).
The quantity or weight of the goods loaded and transported by the Seller is not allowed to exceed those stipulated in the Contact.
Otherwise, the Buyer shall not bear any costs and consequences therefrom.
Twenty one (21) days before expected shipping date, the Seller shall notify in FAX the Buyer of the Contract NO.
, description of goods, quantity, number of cartons, GW, TV (in m3), and date ready for shipping.
Meanwhile, the Seller shall inform the Buyer by EMS of detailed list of goods in 5 copies, including but not limited to the Contract No.
, description of goods specification, quantity, GW, TV (in m3), size (length ×´ width × height) of each packing carton, unit price, total amount, place of departure, date ready for shipping, as well as special requirements and precautions during transportation and stowing of goods.
Within 24 hours after loading the goods, the Seller shall notify the Buyer by facsimile of the Contract No, description of goods, quantity, gross weight, net weight of Contract Goods, vehicle No.
, estimated arrival time, volume (in m3), invoice value, conveyance name and date of departure.
Meanwhile, the Seller shall fax shipping documents, insurance policy, commercial invoice, packing list and inspection certificate of quality.
If the weight of each packing carton is more than 20 tons or its volume is or more than 12m (length) ×´ 2.
7m (width) ×´ 3m (height), the Seller shall inform the Buyer of the volume and weight of each packing carton.
Also, details on inflammable or dangerous goods shall be noted separately.
In two (2) days after goods is loaded and shipped, the Seller shall send the consignee by EMS some documents including one (1) duplicate of waybill, one (1) copy of the insurance policy, one (1) duplicate of invoice, one (1) copy of packing list and one (1) copy of quality inspection certificate.
The Seller shall be responsible for all loss if he fails to inform the Buyer of and send to the Buyer all above information by Fax or Express, causing the Buyer not be able to handle related procedures or arrange preparation for receiving goods on time.
Insurance of Contract Equipment
The Seller shall insure the contract equipment in favor of the Buyer in the insurance company where the Buyer’s project company is located to make it avoid all loss or damage.
Based on mode of transportation such as by sea, land or air, the Seller shall insure 110% all risk for the Contract Equipment in favor of the Buyer in the insurance company where the Buyer’s project company is located.
Also, the insurance begins until 90 days after the machine is from the Seller’s stock to the installation on site.
The Seller shall send the Buyer the duplicate of shipping insurance contract of Contract Equipment 10 days before each batch of equipment is delivered.
The Seller shall bear all joint liabilities because the Seller fails to provide above copy of insurance contract on time.
The Seller shall be responsible for handling and paying all transportation matters concerning delivery of the goods to the project site , the relevant cost is included in total contract price.
The Seller shall provide following services, including but not limited to the services stipulated in Contract and technical specification.
Provide the recheck service for micro locating:
Provide goods (including but not limited to) and the design, optimization and improvement of tower, foundation and communication plans, when necessary, carry out improvement of the goods, provide corresponding technical data timely, and guarantee that the provided design, optimization, improvement and related technical data are suitable for the Jiangsu Rudong Offshore Wind Farm (Intertidal Zone) 100MW Demonstration Project of Sinohydro Corporation.
Provide manufacture supervision and/or technical guidance of tower and its components;
Implement and/or supervise the site assembly, installation, commissioning and trial run of supplied goods;
Provide tools required for assembly and/or installation and/or maintenance of supplied goods;
Provide detailed and complete operation and maintenance manuals for each proper set of goods; make detailed and complete record for assembly, installation and trial run for each proper set of goods;
The Seller shall carry out training on assembly, installation, trial run, operation, maintenance and/or repair of the Buyer's employees at the Seller’s premises and/or the Seller’s subcontractor's premises and/or project site.
The Seller shall provide all the services stipulated in the Contract or technical specifications.
The fees for accompanying services or expenses agreed between both parties are included in the total contract price.
See Annex 1 of the Contract for details.
If the Seller provides other accompanying services excluded in the Contract/technical specifications and the fee is not included in total contract price, it should be agreed between both parties in advance, but its unit price should not exceed the current expense payable by other Seller's clients.
The Seller shall provide spare parts within a warranty period of 2 years, and the Seller shall make up all spare parts after warranty period.
The Seller shall guarantee to provide spare parts at a price not higher than the market price in the same period within five (5) years after warranty period.
If the original spare parts are out of production, the Buyer shall be under the obligation to develop new supply channel and/or find substitution parts to meet the Buyer's requirements.
Upon the Buyer's requirement, the Seller shall offer blueprint, drawing and specification on substitution spare parts.
The Seller shall guarantee that all the goods under Contract should be unused, brand new, of the latest and current model, unless otherwise provided for in the Contract.
Goods shall include all latest improvement in design and materials.
The Seller further guarantees that all goods provided herein are free from any defect in design, material and/or workmanship (no including the defect due to the design requirement of the Buyer itself or manufactured according to the material provided by the Buyer), or without any defects due to the Buyer's action and /or negligence, these defects should be possible in the normal operation under current condition in our country.
Before supplying the first batch of the Contract Goods, the Seller shall provide the Buyer with certificates of same model as that of Contract Goods issued by an authoritative third party.
Within the warranty period, the Seller shall guarantee the availability and power curve of provided Contract Equipment, see technical specifications for the guaranteed values of availability and power curve for the goods.
The Buyer informs the Seller of the defects found in the warranty period in writing.
Requirements of After-Sales Service:
If there is quality problem in warranty period, the Seller shall respond to equipment failure information issued by the Buyer in 24 hours and must arrive at spot within the time agreed by both parties, or start to eliminate the problems in 72 hours.
The Seller shall provide free maintenance or replacement of defective goods or parts.
The Seller shall send the maintained or replaced components or goods to the project site or destination specified by the Buyer.
If the goods or components are replaced or repaired in warranty period (including but not limited to vanes, pitch systems, generators, variable-flow systems, wheels spiders, yaw bearings, and main axle), the warranty period for replaced or repaired goods or components shall be two years starting from the following day after the Buyer carries out pre-acceptance for the replaced or repaired equipment.
When the defective equipment has to be adjusted or corrected to stop operation of the Contract Equipment, in case it is the Seller's responsibility, the warranty period shall be extended according to down time period.
If the Contract Equipment has crucial defects, which cannot pass the trial run six months (starting from the date after commissioning) after it is repaired or replaced, the Buyer has the right to ask the Seller to replace the set of goods.
The Seller warrants that the designed service life for the Contract Equipment is not less than 20 years.
If the average power curve of the goods is one percent (1%) lower than guaranteed power curve, the Seller shall compensate one percent （1%） of the total contract price for the set of goods.
The aggregate amount of compensation does not exceed ten percent (10%) of the total Contract Equipment price.
If the average availability of the Contract Equipment is one percent (1%) lower than guaranteed availability, the Seller shall compensate one percent （1%） of the total Equipment Price, but the aggregate amount of compensation should not exceed twelve percent (12%) of the total Contract Price.
If the availability of a single unit is lower than eighty percent (80%), the Seller shall replace this unit with a new one for free.