International Technology Transfer Contract (3)
International technology transfer contract
Contract directory
Chapter 1 Definition
Chapter II Contract Scope
Chapter III Contract Price
Chapter IV Payment Conditions
Chapter V Delivery of technical materials and software
Chapter VI Technical Services and Staff Training
Chapter VII Acceptance of Contract Products
Chapter VIII Guarantees and Claims
Chapter IX Infringement and Confidentiality
Chapter 10 Taxes and Fees
Chapter XI Performance Guarantee
Chapter 12 Force Majeure
Chapter 13: Settlement of Disputes
Chapter 14: Contract Effectiveness and Others
Chapter 15 Legal Address
Signature date: ___year___month___day
Signing location: ______
Contract number: ______
According to the bidding of the ___ under the World Bank No. ___ loan, the International Tendering Company of China National Import and Export Corporation (hereinafter referred to as the “introduced party”) is one party, and the German ___ company (hereinafter referred to as “granting person”) is the other party;
Whereas the grantor has the know-how to design, manufacture, assemble, install, test, inspect, commission, operate, maintain, manage and sell the railway ___ products;
Whereas the grantor has the right and consent to transfer the proprietary technology of the above-mentioned railway ___ products to the importer;
In view of the fact that the importer wishes to use the proprietary technology of the grantor to design, manufacture, repair, sell and produce the proprietary manufacturing technology of the railway ___ products;
Whereas the assignor agrees to provide to the importer and the importer agrees to obtain from the assignor the equipment, tools and necessary spare parts required under this contract and another contract signed by the party for the manufacture of the railway ___ product;
In view of the consent of the assignor to the importer and the consent of the importer to obtain a certain number of parts and parts from the assignor under this contract and another contract signed by both parties for assembly and manufacture, the railway ___ product;
The authorized representatives of both parties agreed to sign this contract on the following terms through friendly negotiation:
Chapter 1 Definition
1.1 "Importer" means China _________ company.
1.2 "Giving people means Germany ____ companies.
1.3 "Contract" is an agreement between the importer and the assignor as stated in the contract. It includes all subsidiary files, appendices and all relevant files referred to.
1.4 "Contract price" means the amount paid by the Introducer to the assignor who has completed its contractual obligations under the contract.
1.5 "Contracted Products" means all products manufactured by the Contract Factory based on the proprietary technology provided by the licensor that meet the specifications, specifications and performance specified in Attachment 2 of this contract.
The 1.6 "contract factory" refers to the place where the importer uses the technology provided by the person to manufacture the contract product, and the other is the Beijing __ factory.
1.7 "Technical Materials and Software" means all files that the grantor provides to the introduction in accordance with the provisions of the Subsidiary Archives of the Contract, which includes the following:
A. All technical indicators, drawings, designs, all technical files and technical files and software related to the design, manufacture, calculation, assembly, installation, testing, inspection, commissioning, operation, maintenance and acceptance of contract products.
B. All technical indicators, drawings, designs, all technical files and technical files and software related to the design, manufacture, calculation, assembly, installation, testing, inspection, commissioning, operation, maintenance and acceptance of contract equipment.
C. All technical indicators, drawings, designs, all technical files and technical files and software related to the testing, inspection, commissioning, assembly and maintenance of contract components.
1.8 "Technical Services" means the technical guidance, technical supervision, technical training and other services provided to the Introducer in accordance with the provisions of the Contract Archives VI and the Nearby Parts VII.
1.9 "Sinotrans" refers to China National Foreign Trade Transportation Corporation, which is the agent designated by the importer to receive technical materials and software, contract equipment and components at the port of destination:
A, Tianjin Xingang, China:
Sinotrans Tanggu Branch
Address: No. 44, Xingang Road, Tanggu, Tianjin, China
Telex: 23187 TGFTT CN, Fax: 022 984757
B. China Beijing Air Transport Company
Address: Anjia Building, Liangmaqiao Road, Beijing, China
Telex: 210205 AIRFT CN
1.10 "PRC" refers to the countries of the People's Republic of China.
1.11 "FRG" means the Federal Republic of Germany.
1.12 "World Bank" means the International Bank for Reconstruction and Development (IBRD) and the International Development Association.
Chapter II Contract Scope
2.1 The assignor agrees to transfer to the importer and the party agrees to obtain from the assignor the know-how of designing, manufacturing, assembling, installing, testing, inspecting, commissioning, operating, maintaining and managing the contracted product. The name, model, specifications and technical standards of the contract production are detailed in the attached subsidiary file II.
2.2 The assignor agrees to give the Introducer the right to design, manufacture, use and sell the Contract Products and Export Contract Products within the territory of the People's Republic of China. This right is non-exclusive and non-transferable.
2.3 The assignor agrees to provide the importer with technical information and software related to the contracted product. The specific content, quantity and delivery time are detailed in Attachment Archive 5 and Attachment Archive 6.
2.4 The assignor agrees to dispatch technical personnel to the contract factory for technical services. The specific contents and requirements are described in the attached sub-file IX.
2.5 The assignor agrees to provide technical training to the personnel of the importer at the grantor's factory and contract factory, and to ensure that the content and requirements of the technical training for the transfer of the technical personnel of the importer are detailed in the attached file of the contract.
2.6 The assignor agrees to provide the importer with the parts, raw materials and auxiliary equipment required for the manufacture of the contracted product at the most favorable price within 10 years of the deduction of the validity period of this contract in accordance with the requirements of the importer. The two parties will sign a separate contract at that time.
2.7 The assignor agrees to provide the importer with the equipment and software required for the manufacturer to manufacture or modify the contracted product at the most favorable price within ten years after the second period of the contract, and assist the importer. Get the equipment and software needed for manufacturing contract products manufactured or improved by third parties.
2.8 The assignor agrees that if the contract product meets the technical and quality requirements stipulated in the Contract Subsidiary File 2, the Introducer has the right to indicate on the contract product produced by the Contract Factory that "by ___ (name of the grantor) is permitted to manufacture in China" The words, as to whether the above words are marked on the contract product, are determined by the importer.
Chapter III Contract Price
3.1 Based on the content and scope of the second chapter of this contract, and the obligations of the assignor to be completed in accordance with the provisions of this contract, the total price of this contract is ___ Deutsche Mark. The itemized prices are as follows:
3.1.1 The know-how fee is ___Deutsche Mark. The proprietary technology item price is:
A. Technology transfer fee: ___Deutsche Mark;
B. Technical data fee: ___Deutsche Mark (CIP Beijing Airport)
C. Staff training fee: ___Deutsche Mark;
D, technical service fee: ___ Deutsche Mark.
3.2 The total price of the above contract is a fixed price for the assignor to perform all the responsibilities of the technical assets and software to Beijing Airport under the terms of the CIP.
Chapter IV Payment Conditions
4.1 All fees for this contract will be paid using the World Bank’s ___ loan in Deutsche Mark through an irrevocable, partial-delivery, payment-granting credit card.
4.2 The grantor shall, within 30 working days after the contract takes effect, issue an irrevocable food certificate through a bank of the country where the transferor is recommended by the Bank of China and recommended by the importer, the amount The amount of the certificate should be equal to the total contract price. The credit card will allow payment in accordance with the payment terms specified in Article 43 of this contract.
4.3 Payment of know-how fees
4.3.1 10% of the know-how fee in the total contract price specified in Chapter 3 of this contract, ie ___ mark will be paid after the transferor submits the following documents and meets the contractual requirements:
A. A photocopy of a valid export license issued by the relevant authorities of the country, or a photocopy of a letter of proof issued by the relevant national authority without an export license;
B. A copy of the irrevocable bank guarantee of 10% of the total contract price of the granting bank, one copy. The format of the bank guarantee is described in the sub-file 12 of the contract;
C. Four copies of the full invoice;
D. Two copies of the sight draft issued to the issuing bank;
E. Four commercial invoices.
The above documents may not be submitted 30 days before the contract takes effect.
4.3.2 25% of the know-how costs in the total contract price specified in Chapter 3 of this contract, namely ___ mark, will be concerted in the first batch of technical materials/software, as specified by the assignor in accordance with the provisions of the contract attached file6. And submit the following documents in accordance with the contract:
A. Five commercial invoices;
B. Two copies of the sight draft issued to the issuing bank;
C. Five copies of the air waybill delivered the first batch of technical data or software;
D. Five copies of the first batch of technical or software packing lists;
E. The certificate of the importer’s evidence gives the copy of the confirmation letter of the first batch of technical resources and software.
4.3.3 50% of the know-how costs in the total contract price specified in Chapter III of this contract, ie ___ mark, will be delivered to the last batch of technical data in accordance with the provisions of Attachment File 6. After the receipt of the documents in accordance with the contract:
A. Four commercial invoices;
B. Two copies of the sight draft issued to the issuing bank;
C. Five copies of the air waybill of the last batch of technical data or software delivered;
D. Five copies of the last batch of technical materials or software packing list;
E. Proof of the evidence of the importer The transferor has delivered two copies of the confirmation letter of all technical materials and software.
4.3.4 15% of the total technical costs in the total contract price specified in Chapter 3 of this contract, ie ___ mark, shall be paid upon completion of the acceptance of the contract product prototype, and the transferor shall submit the following documents and comply with the contract:
A. Four commercial invoices;
B. Two copies of the sight draft issued to the issuing bank;
C. Two copies of the inspection certificate of the contract product signed by both parties.
4.4 The Introducer shall have the right to deduct from the performance bond or the payment being negotiated the fines/compensation fees that the transferor should deliver in accordance with the contract.
4.5 The bank expenses incurred in China shall be borne by the importer, and the bank expenses incurred outside China shall be borne by the transferor. Except for the interest generated by the delay of the importer’s payment, all interest expenses incurred in the process of payment shall be borne by the transferor.
Chapter V Delivery of technical materials and software
5.1 The transferor shall transport the technical assets and software to the Beijing Airport in accordance with the content, quantity and time specified in the attached file 56. The technical information and software risks will be transferred from the transferor to the importer after the technical and software shipments arrive at the Beijing airport.
5.2 The date stamped by Beijing Airport will be the actual delivery date of the technical data and software.
5.3 Within two working days after each batch of technical data/software delivery, the transferor shall send the contract number, air waybill number, bill of lading date, data number, parcel number, weight, flight and estimated arrival time by e-mail or fax. Notify the importer and the contract factory. At the same time, the grantor should mail two sets of air waybills and technical/software detailed lists to the importer and the contract factory.
5.4 If the technical data/software is lost, damaged or missing during transportation, the transferor will reissue or replace it free of charge within 45 days after receiving the written notice from the importer.
5.5 Technical/software should be packaged in a sturdy box for long-distance transportation and protected from moisture and rain.
5.6 Each box of technical information / packaging of the outer packaging should be marked with the following non-palladium paint in English:
A, contract number: ___
B. Consignee: International Tendering Company of China National Technology Import and Export Corporation
C, consignee code: ___
D. Arrival airport: Beijing airport
E, gimmick mark: ___
F, gross / net weight (kg): ___
G, box number / part number: ___
H, external dimensions (length X width X height): ___
5.7 In each box of technical data/software, two detailed packing lists should be available.
5.8 Technical resources and software may be delivered in batches, but may not be transshipped.
5.9 Technical resources and software shall be carried by airlines belonging to the countries of the World Bank or Switzerland.
5.10 The assignor is responsible for the insurance in a qualified insurance company, and the insurance premium is borne by the transferor. The importer is the beneficiary of the insurance, and the insured amount is “all risks” and “war risk” of 110% of the total contract price.
5.11 All technical files, software and technical services provided under this contract shall be sourced from the eligible countries and regions listed in the current World Bank procurement.
Chapter VI Technical Services and Staff Training
6.1 According to the provisions of this contract, the grantor will dispatch skilled, healthy and qualified technicians to the contractor's factory on the side of the contractor for technical services. For the professional tasks, service contents, number of people coming to China and time in China, please refer to the attached file ___.
6.2 The importer will provide assistance for the entry and exit visas of the technicians and the work and life in China. The treatment of granting technicians in China is detailed in the contract attachment ___.
6.3 The technical personnel of the granting personnel shall abide by the laws of the People's Republic of China and the rules and regulations of the contract factory during the technical service in China.
6.4 The Introducing Party will dispatch its technical personnel to the relevant factories of the granting personnel for technical training. The number of trainees, majors, content, time and training requirements can be found in the contract attached file ___.
6.5 The grantor will provide assistance for the entry and exit visas of the introducer trainers and provide the necessary facilities for technical training. The training of the trainers in the country of the transfer is detailed in the attached file ___.
6.6 The trainers of the importer shall abide by the laws of the granting country and the rules and regulations of the grantor's factory during the training.
Chapter VII Acceptance of Contract Equipment
7.1 In order to verify the integrity, accuracy and reliability of the technical files and software provided by the assignor in accordance with the contract, the assignor shall send his representative at his own expense to the contract specific procedures and standards. See the contract attachment ___.
7.2 In the acceptance test of the identical product, if the contract product meets all the technical requirements stipulated in the contract subsidiary file ___, the grantor and the authorized representative of the importer shall sign four acceptance certificates, and the two parties shall each hold two copies.
7.3 If the contract product fails to meet the technical indicators specified in the contract subsidiary file ___ in the acceptance test, the two parties will conduct friendly consultation and jointly analyze the reasons and take measures to eliminate the defects. The second acceptance test will be carried out after the defect has been eliminated.
7.4 If the first qualification acceptance test fails due to the transferee's reasons, the transferor will take measures to eliminate the fault and send the technician to participate in the second acceptance test again. The cost will be borne by the transferor, and the transferor shall bear the responsibility. For the second acceptance test, the cost shall be borne by the assignor, and the transferor shall bear the relevant direct costs of the second acceptance test, including the material fee. If the first acceptance fails due to the responsibility of the importer, the importer will take measures to eliminate the fault, handle the expenses, and bear the relevant direct costs of the second acceptance test.
7.5 In the second acceptance test, if the technical indicators of the contract product still fail to meet the requirements of the contract subsidiary file ___ due to the responsibility of the assignor, the fault is rectified, and the technician is again sent to participate in the third acceptance test. The costs associated with the three acceptance tests, including material costs. If the second test fails due to the responsibility of the importer, the importer will take measures to eliminate the fault, handle the expenses, and bear the relevant costs of the third acceptance test.
7.6 If the technical indicators of the contract product in the above three acceptance tests have not met the requirements of the contract subsidiary file ___ due to the responsibility of the assignor, Section 87 of the contract clause will be cited. If the technical indicators of the contracted products in the above three acceptance tests still fail to meet the requirements due to the responsibility of the importer, the two parties will reach an agreement to further implement the contract through negotiation.
Chapter VIII Guarantees and Claims
8.1 The grantor will ensure that the technical information and software provided to the importer in accordance with the contract is the actual and up-to-date and proven technical data and software of the grantor, and that the contract is executed and is the importer. New technical materials and software for improvement, modification and development are provided free of charge.
8.2 The assignor guarantees that the technical materials and software provided are complete, correct and clear, and that the delivery is timely and in accordance with the provisions of the contract subsidiary file ___.
8.3 If the importer discovers that the technical materials and software delivered by the transferor do not comply with the provisions of paragraph ___ of this contract, the transferor shall provide free semi-related technical information and software mail within 30 days after receiving the written notice from the importer. To the importer.
8.4 If the transferor fails to deliver the technical data and software at the time specified in the __ and __ sub-files of this contract, the transferor shall deliver the technical fines and late payment of fines to the importer in the following proportions:
For each week late, a fine of 05% of the amount payable in the total price of the proprietary technology contract will be delivered, but the total amount of the above fine shall not exceed 5% of the total price of the proprietary part of the contract.
The payment of the above fine shall be deemed as a predetermined liquidated damages and shall be a compensation for the total loss caused by the importer due to the above-mentioned late payment.
8.5 After the granting of the late payment of fines to the importer in accordance with paragraph 84, the grantor shall not be excused from continuing to deliver the technical information and software obligations of the late part.
8.6 If the technical and software are late for more than six months, the importer will have the right to terminate the contract. In this case, the grantor must return the entire amount paid by the importer plus interest at the annual interest rate of 12% to the importer.
8.7 In the acceptance of the contract product, if the technical indicators of the contract product fail to meet the acceptance criteria due to the responsibility of the assignor, the following measures are taken:
If the contract product cannot meet the technical specifications stipulated in the contract subsidiary file due to the responsibility of the assignor, the importer cannot enter the contract product into batch production, and the importer has the right to terminate the contract. In this case, the transferor shall return the entire amount paid by the importer to the interest of 12% per annum, and return the direct loss to the importer according to the agreement between the two parties. If some technical indicators of the contract product are not covered by the subsidiary file __ due to the responsibility of the assignor, but the importer can also put the product into production, the grantor should follow the contract according to the severity of the above technical deviation. The direct loss of the importer is compensated by 5%-10% of the total price.
Chapter IX Infringement and Confidentiality
9.1 The assignor warrants that all proprietary technical and technical information and software provided to the Introducer under this Contract have legal title and that the proprietary technology and contractual equipment are transferred to the Introducer. In the event of a third party alleged infringement, the assignor shall be responsible for negotiating with the third party and shall bear the legal and economic responsibilities arising therefrom.
9.2 Both parties to the contract shall be obliged to maintain confidentiality of technical and commercial technical know-how, technical files, and information on the hydrology, geography and production of the contract factory within 10 years. If all parties to the above technical know-how, technical files or materials are still disclosed by a third party, the other party will no longer be obligated to maintain the above-mentioned technical know-how, technical files or materials.
9.3 The Introducer has the right to use the proprietary technology, technical materials and software designed, manufactured and sold by the grantor after the expiration of this contract.
Chapter 10 Taxes and Fees
10.1 All the surplus related to the hospitality contract levied by the Chinese government on the basis of the current multiplication law shall be borne by the importing party.
10.2 The Chinese Government shall, in accordance with the current multiplication law and the Agreement between the People's Republic of China and the Federal Government of Germany on the Avoidance of Double Taxation and Prevention of Leakage of Taxes, all taxes and fees levied on the transferor in connection with the execution of this contract shall be borne by the transferor.
10.3 All taxes and fees incurred outside the territory of the People's Republic of China in connection with the execution of this contract shall be borne by the transferor.
Chapter XI Performance Guarantee
11.1 Within 30 days after the signing of the contract, the transferor shall submit a performance bond of 10% of the total contract price, which shall be issued by Beijing Bank of China in accordance with the counter-guarantee submitted by a foreign bank to Beijing Bank of China. The validity period of the performance bond will continue until the end of the contract product acceptance and contract equipment warranty period.
11.2 The above-mentioned person shall submit the performance bond in the form of the contract subsidiary file __, and the resulting expenses shall be borne by the transferor.
11.3 If the assignor fails to perform an obligation under the contract, the importer will have the right to recourse against the letter of guarantee.
Chapter 12 Force Majeure
12.1 If the transferor, the importer, or any other party affects the execution of the contract due to war, flood, flood, typhoon, earthquake or other force majeure accidents recognized by both parties, the time limit for performance of the contract will be delayed by a period equivalent to the time affected by the accident. .
12.2 The party affected by force majeure shall notify the other party of the occurrence of force majeure by telex or telegram as soon as possible, and the identification document of the relevant authority's mailings shall be confirmed by the registered mail of the relevant authority within 14 days.
12.3 If the force majeure continues for more than 120 days, both parties shall resolve the issue of continuing to perform the contract through friendly negotiation.
Chapter 13: Settlement of Disputes
13.1 The parties to the contract shall resolve all disputes arising in the execution of the contract through friendly negotiation. If it cannot be resolved after the negotiation, it should be submitted to the ruling.
13.2 The arbitration will take place in De Golmore, where the Sterling Locomotive Chamber of Commerce Arbitration Committee will conduct arbitration in accordance with its procedures and regulations.
13.3 The arbitral award is final and binding on both parties.
13.4 During the arbitration fee, the parties shall continue to perform their contractual obligations except for the part of the contract that is transferred to arbitration.
Chapter XIV Contract Effectiveness and Others
14.1 This contract is signed by an authorized representative of both parties in Beijing on the _____ __. Both parties will apply to the respective governments for approval of the contract when necessary. The effective date of the contract will be based on the date of the last occurrence of the following items:
A. The date of approval of the party approved by the government;
B. World Bank approval of the contract;
C. The importer receives a long-term guarantee letter.
Both parties will do their utmost to get the contract approved and notify the other party by fax or telecom and confirm in writing.
14.2 If the contract cannot be effective after six months from the date of signature, both parties have the right to cancel this contract.
14.3 This contract is valid for __ years from the effective date, and the contract will automatically lapse after the expiration of the validity period.
14.4 The expiration of the contract will not affect the debt and debt relationship of the two parties, and the debtor will continue to pay the unpaid debts of the creditor.
14.5 This contract is written in English. The original is in duplicate and each party holds one copy.
14.6 This contract consists of Chapters 1 through 15 of the Terms and the accompanying files __ to __. The contract text and affiliated files are an integral part of this contract and have the same legal effect.
14.7 Any changes, modifications, additions and subcontracts relating to this contract will become effective after the written representation of the authorized representatives of both parties, and will become an integral part of this contract and have the same legal effect as the contract.
14.8 During the execution of this contract, the communication between the two parties shall be conducted in English. The official notice shall be sent by registered mail in duplicate.
14.9 Notwithstanding the provisions of Section 141 of this Chapter of this Contract, if the contract is not terminated within three months after the signature due to the assignor’s liability, the parties shall settle the compensation payment through friendly negotiation and the parties have cost of.
Chapter 15 Legal Address
15.1 Introducer:
Name: China International Tendering Company
Address: Erligou Import Building, Suburb, Beijing, China
Telex: 22075 CNTIC CN
Fax: (01) 8316696
15.2 Granting people:
Name: ____ company
address:____
telex:____
fax:____
15.3 Signature of authorized representatives of both parties:
Introducer (signature) giver (signature)
Contract directory
Chapter 1 Definition
Chapter II Contract Scope
Chapter III Contract Price
Chapter IV Payment Conditions
Chapter V Delivery of technical materials and software
Chapter VI Technical Services and Staff Training
Chapter VII Acceptance of Contract Products
Chapter VIII Guarantees and Claims
Chapter IX Infringement and Confidentiality
Chapter 10 Taxes and Fees
Chapter XI Performance Guarantee
Chapter 12 Force Majeure
Chapter 13: Settlement of Disputes
Chapter 14: Contract Effectiveness and Others
Chapter 15 Legal Address
Signature date: ___year___month___day
Signing location: ______
Contract number: ______
According to the bidding of the ___ under the World Bank No. ___ loan, the International Tendering Company of China National Import and Export Corporation (hereinafter referred to as the “introduced party”) is one party, and the German ___ company (hereinafter referred to as “granting person”) is the other party;
Whereas the grantor has the know-how to design, manufacture, assemble, install, test, inspect, commission, operate, maintain, manage and sell the railway ___ products;
Whereas the grantor has the right and consent to transfer the proprietary technology of the above-mentioned railway ___ products to the importer;
In view of the fact that the importer wishes to use the proprietary technology of the grantor to design, manufacture, repair, sell and produce the proprietary manufacturing technology of the railway ___ products;
Whereas the assignor agrees to provide to the importer and the importer agrees to obtain from the assignor the equipment, tools and necessary spare parts required under this contract and another contract signed by the party for the manufacture of the railway ___ product;
In view of the consent of the assignor to the importer and the consent of the importer to obtain a certain number of parts and parts from the assignor under this contract and another contract signed by both parties for assembly and manufacture, the railway ___ product;
The authorized representatives of both parties agreed to sign this contract on the following terms through friendly negotiation:
Chapter 1 Definition
1.1 "Importer" means China _________ company.
1.2 "Giving people means Germany ____ companies.
1.3 "Contract" is an agreement between the importer and the assignor as stated in the contract. It includes all subsidiary files, appendices and all relevant files referred to.
1.4 "Contract price" means the amount paid by the Introducer to the assignor who has completed its contractual obligations under the contract.
1.5 "Contracted Products" means all products manufactured by the Contract Factory based on the proprietary technology provided by the licensor that meet the specifications, specifications and performance specified in Attachment 2 of this contract.
The 1.6 "contract factory" refers to the place where the importer uses the technology provided by the person to manufacture the contract product, and the other is the Beijing __ factory.
1.7 "Technical Materials and Software" means all files that the grantor provides to the introduction in accordance with the provisions of the Subsidiary Archives of the Contract, which includes the following:
A. All technical indicators, drawings, designs, all technical files and technical files and software related to the design, manufacture, calculation, assembly, installation, testing, inspection, commissioning, operation, maintenance and acceptance of contract products.
B. All technical indicators, drawings, designs, all technical files and technical files and software related to the design, manufacture, calculation, assembly, installation, testing, inspection, commissioning, operation, maintenance and acceptance of contract equipment.
C. All technical indicators, drawings, designs, all technical files and technical files and software related to the testing, inspection, commissioning, assembly and maintenance of contract components.
1.8 "Technical Services" means the technical guidance, technical supervision, technical training and other services provided to the Introducer in accordance with the provisions of the Contract Archives VI and the Nearby Parts VII.
1.9 "Sinotrans" refers to China National Foreign Trade Transportation Corporation, which is the agent designated by the importer to receive technical materials and software, contract equipment and components at the port of destination:
A, Tianjin Xingang, China:
Sinotrans Tanggu Branch
Address: No. 44, Xingang Road, Tanggu, Tianjin, China
Telex: 23187 TGFTT CN, Fax: 022 984757
B. China Beijing Air Transport Company
Address: Anjia Building, Liangmaqiao Road, Beijing, China
Telex: 210205 AIRFT CN
1.10 "PRC" refers to the countries of the People's Republic of China.
1.11 "FRG" means the Federal Republic of Germany.
1.12 "World Bank" means the International Bank for Reconstruction and Development (IBRD) and the International Development Association.
Chapter II Contract Scope
2.1 The assignor agrees to transfer to the importer and the party agrees to obtain from the assignor the know-how of designing, manufacturing, assembling, installing, testing, inspecting, commissioning, operating, maintaining and managing the contracted product. The name, model, specifications and technical standards of the contract production are detailed in the attached subsidiary file II.
2.2 The assignor agrees to give the Introducer the right to design, manufacture, use and sell the Contract Products and Export Contract Products within the territory of the People's Republic of China. This right is non-exclusive and non-transferable.
2.3 The assignor agrees to provide the importer with technical information and software related to the contracted product. The specific content, quantity and delivery time are detailed in Attachment Archive 5 and Attachment Archive 6.
2.4 The assignor agrees to dispatch technical personnel to the contract factory for technical services. The specific contents and requirements are described in the attached sub-file IX.
2.5 The assignor agrees to provide technical training to the personnel of the importer at the grantor's factory and contract factory, and to ensure that the content and requirements of the technical training for the transfer of the technical personnel of the importer are detailed in the attached file of the contract.
2.6 The assignor agrees to provide the importer with the parts, raw materials and auxiliary equipment required for the manufacture of the contracted product at the most favorable price within 10 years of the deduction of the validity period of this contract in accordance with the requirements of the importer. The two parties will sign a separate contract at that time.
2.7 The assignor agrees to provide the importer with the equipment and software required for the manufacturer to manufacture or modify the contracted product at the most favorable price within ten years after the second period of the contract, and assist the importer. Get the equipment and software needed for manufacturing contract products manufactured or improved by third parties.
2.8 The assignor agrees that if the contract product meets the technical and quality requirements stipulated in the Contract Subsidiary File 2, the Introducer has the right to indicate on the contract product produced by the Contract Factory that "by ___ (name of the grantor) is permitted to manufacture in China" The words, as to whether the above words are marked on the contract product, are determined by the importer.
Chapter III Contract Price
3.1 Based on the content and scope of the second chapter of this contract, and the obligations of the assignor to be completed in accordance with the provisions of this contract, the total price of this contract is ___ Deutsche Mark. The itemized prices are as follows:
3.1.1 The know-how fee is ___Deutsche Mark. The proprietary technology item price is:
A. Technology transfer fee: ___Deutsche Mark;
B. Technical data fee: ___Deutsche Mark (CIP Beijing Airport)
C. Staff training fee: ___Deutsche Mark;
D, technical service fee: ___ Deutsche Mark.
3.2 The total price of the above contract is a fixed price for the assignor to perform all the responsibilities of the technical assets and software to Beijing Airport under the terms of the CIP.
Chapter IV Payment Conditions
4.1 All fees for this contract will be paid using the World Bank’s ___ loan in Deutsche Mark through an irrevocable, partial-delivery, payment-granting credit card.
4.2 The grantor shall, within 30 working days after the contract takes effect, issue an irrevocable food certificate through a bank of the country where the transferor is recommended by the Bank of China and recommended by the importer, the amount The amount of the certificate should be equal to the total contract price. The credit card will allow payment in accordance with the payment terms specified in Article 43 of this contract.
4.3 Payment of know-how fees
4.3.1 10% of the know-how fee in the total contract price specified in Chapter 3 of this contract, ie ___ mark will be paid after the transferor submits the following documents and meets the contractual requirements:
A. A photocopy of a valid export license issued by the relevant authorities of the country, or a photocopy of a letter of proof issued by the relevant national authority without an export license;
B. A copy of the irrevocable bank guarantee of 10% of the total contract price of the granting bank, one copy. The format of the bank guarantee is described in the sub-file 12 of the contract;
C. Four copies of the full invoice;
D. Two copies of the sight draft issued to the issuing bank;
E. Four commercial invoices.
The above documents may not be submitted 30 days before the contract takes effect.
4.3.2 25% of the know-how costs in the total contract price specified in Chapter 3 of this contract, namely ___ mark, will be concerted in the first batch of technical materials/software, as specified by the assignor in accordance with the provisions of the contract attached file6. And submit the following documents in accordance with the contract:
A. Five commercial invoices;
B. Two copies of the sight draft issued to the issuing bank;
C. Five copies of the air waybill delivered the first batch of technical data or software;
D. Five copies of the first batch of technical or software packing lists;
E. The certificate of the importer’s evidence gives the copy of the confirmation letter of the first batch of technical resources and software.
4.3.3 50% of the know-how costs in the total contract price specified in Chapter III of this contract, ie ___ mark, will be delivered to the last batch of technical data in accordance with the provisions of Attachment File 6. After the receipt of the documents in accordance with the contract:
A. Four commercial invoices;
B. Two copies of the sight draft issued to the issuing bank;
C. Five copies of the air waybill of the last batch of technical data or software delivered;
D. Five copies of the last batch of technical materials or software packing list;
E. Proof of the evidence of the importer The transferor has delivered two copies of the confirmation letter of all technical materials and software.
4.3.4 15% of the total technical costs in the total contract price specified in Chapter 3 of this contract, ie ___ mark, shall be paid upon completion of the acceptance of the contract product prototype, and the transferor shall submit the following documents and comply with the contract:
A. Four commercial invoices;
B. Two copies of the sight draft issued to the issuing bank;
C. Two copies of the inspection certificate of the contract product signed by both parties.
4.4 The Introducer shall have the right to deduct from the performance bond or the payment being negotiated the fines/compensation fees that the transferor should deliver in accordance with the contract.
4.5 The bank expenses incurred in China shall be borne by the importer, and the bank expenses incurred outside China shall be borne by the transferor. Except for the interest generated by the delay of the importer’s payment, all interest expenses incurred in the process of payment shall be borne by the transferor.
Chapter V Delivery of technical materials and software
5.1 The transferor shall transport the technical assets and software to the Beijing Airport in accordance with the content, quantity and time specified in the attached file 56. The technical information and software risks will be transferred from the transferor to the importer after the technical and software shipments arrive at the Beijing airport.
5.2 The date stamped by Beijing Airport will be the actual delivery date of the technical data and software.
5.3 Within two working days after each batch of technical data/software delivery, the transferor shall send the contract number, air waybill number, bill of lading date, data number, parcel number, weight, flight and estimated arrival time by e-mail or fax. Notify the importer and the contract factory. At the same time, the grantor should mail two sets of air waybills and technical/software detailed lists to the importer and the contract factory.
5.4 If the technical data/software is lost, damaged or missing during transportation, the transferor will reissue or replace it free of charge within 45 days after receiving the written notice from the importer.
5.5 Technical/software should be packaged in a sturdy box for long-distance transportation and protected from moisture and rain.
5.6 Each box of technical information / packaging of the outer packaging should be marked with the following non-palladium paint in English:
A, contract number: ___
B. Consignee: International Tendering Company of China National Technology Import and Export Corporation
C, consignee code: ___
D. Arrival airport: Beijing airport
E, gimmick mark: ___
F, gross / net weight (kg): ___
G, box number / part number: ___
H, external dimensions (length X width X height): ___
5.7 In each box of technical data/software, two detailed packing lists should be available.
5.8 Technical resources and software may be delivered in batches, but may not be transshipped.
5.9 Technical resources and software shall be carried by airlines belonging to the countries of the World Bank or Switzerland.
5.10 The assignor is responsible for the insurance in a qualified insurance company, and the insurance premium is borne by the transferor. The importer is the beneficiary of the insurance, and the insured amount is “all risks” and “war risk” of 110% of the total contract price.
5.11 All technical files, software and technical services provided under this contract shall be sourced from the eligible countries and regions listed in the current World Bank procurement.
Chapter VI Technical Services and Staff Training
6.1 According to the provisions of this contract, the grantor will dispatch skilled, healthy and qualified technicians to the contractor's factory on the side of the contractor for technical services. For the professional tasks, service contents, number of people coming to China and time in China, please refer to the attached file ___.
6.2 The importer will provide assistance for the entry and exit visas of the technicians and the work and life in China. The treatment of granting technicians in China is detailed in the contract attachment ___.
6.3 The technical personnel of the granting personnel shall abide by the laws of the People's Republic of China and the rules and regulations of the contract factory during the technical service in China.
6.4 The Introducing Party will dispatch its technical personnel to the relevant factories of the granting personnel for technical training. The number of trainees, majors, content, time and training requirements can be found in the contract attached file ___.
6.5 The grantor will provide assistance for the entry and exit visas of the introducer trainers and provide the necessary facilities for technical training. The training of the trainers in the country of the transfer is detailed in the attached file ___.
6.6 The trainers of the importer shall abide by the laws of the granting country and the rules and regulations of the grantor's factory during the training.
Chapter VII Acceptance of Contract Equipment
7.1 In order to verify the integrity, accuracy and reliability of the technical files and software provided by the assignor in accordance with the contract, the assignor shall send his representative at his own expense to the contract specific procedures and standards. See the contract attachment ___.
7.2 In the acceptance test of the identical product, if the contract product meets all the technical requirements stipulated in the contract subsidiary file ___, the grantor and the authorized representative of the importer shall sign four acceptance certificates, and the two parties shall each hold two copies.
7.3 If the contract product fails to meet the technical indicators specified in the contract subsidiary file ___ in the acceptance test, the two parties will conduct friendly consultation and jointly analyze the reasons and take measures to eliminate the defects. The second acceptance test will be carried out after the defect has been eliminated.
7.4 If the first qualification acceptance test fails due to the transferee's reasons, the transferor will take measures to eliminate the fault and send the technician to participate in the second acceptance test again. The cost will be borne by the transferor, and the transferor shall bear the responsibility. For the second acceptance test, the cost shall be borne by the assignor, and the transferor shall bear the relevant direct costs of the second acceptance test, including the material fee. If the first acceptance fails due to the responsibility of the importer, the importer will take measures to eliminate the fault, handle the expenses, and bear the relevant direct costs of the second acceptance test.
7.5 In the second acceptance test, if the technical indicators of the contract product still fail to meet the requirements of the contract subsidiary file ___ due to the responsibility of the assignor, the fault is rectified, and the technician is again sent to participate in the third acceptance test. The costs associated with the three acceptance tests, including material costs. If the second test fails due to the responsibility of the importer, the importer will take measures to eliminate the fault, handle the expenses, and bear the relevant costs of the third acceptance test.
7.6 If the technical indicators of the contract product in the above three acceptance tests have not met the requirements of the contract subsidiary file ___ due to the responsibility of the assignor, Section 87 of the contract clause will be cited. If the technical indicators of the contracted products in the above three acceptance tests still fail to meet the requirements due to the responsibility of the importer, the two parties will reach an agreement to further implement the contract through negotiation.
Chapter VIII Guarantees and Claims
8.1 The grantor will ensure that the technical information and software provided to the importer in accordance with the contract is the actual and up-to-date and proven technical data and software of the grantor, and that the contract is executed and is the importer. New technical materials and software for improvement, modification and development are provided free of charge.
8.2 The assignor guarantees that the technical materials and software provided are complete, correct and clear, and that the delivery is timely and in accordance with the provisions of the contract subsidiary file ___.
8.3 If the importer discovers that the technical materials and software delivered by the transferor do not comply with the provisions of paragraph ___ of this contract, the transferor shall provide free semi-related technical information and software mail within 30 days after receiving the written notice from the importer. To the importer.
8.4 If the transferor fails to deliver the technical data and software at the time specified in the __ and __ sub-files of this contract, the transferor shall deliver the technical fines and late payment of fines to the importer in the following proportions:
For each week late, a fine of 05% of the amount payable in the total price of the proprietary technology contract will be delivered, but the total amount of the above fine shall not exceed 5% of the total price of the proprietary part of the contract.
The payment of the above fine shall be deemed as a predetermined liquidated damages and shall be a compensation for the total loss caused by the importer due to the above-mentioned late payment.
8.5 After the granting of the late payment of fines to the importer in accordance with paragraph 84, the grantor shall not be excused from continuing to deliver the technical information and software obligations of the late part.
8.6 If the technical and software are late for more than six months, the importer will have the right to terminate the contract. In this case, the grantor must return the entire amount paid by the importer plus interest at the annual interest rate of 12% to the importer.
8.7 In the acceptance of the contract product, if the technical indicators of the contract product fail to meet the acceptance criteria due to the responsibility of the assignor, the following measures are taken:
If the contract product cannot meet the technical specifications stipulated in the contract subsidiary file due to the responsibility of the assignor, the importer cannot enter the contract product into batch production, and the importer has the right to terminate the contract. In this case, the transferor shall return the entire amount paid by the importer to the interest of 12% per annum, and return the direct loss to the importer according to the agreement between the two parties. If some technical indicators of the contract product are not covered by the subsidiary file __ due to the responsibility of the assignor, but the importer can also put the product into production, the grantor should follow the contract according to the severity of the above technical deviation. The direct loss of the importer is compensated by 5%-10% of the total price.
Chapter IX Infringement and Confidentiality
9.1 The assignor warrants that all proprietary technical and technical information and software provided to the Introducer under this Contract have legal title and that the proprietary technology and contractual equipment are transferred to the Introducer. In the event of a third party alleged infringement, the assignor shall be responsible for negotiating with the third party and shall bear the legal and economic responsibilities arising therefrom.
9.2 Both parties to the contract shall be obliged to maintain confidentiality of technical and commercial technical know-how, technical files, and information on the hydrology, geography and production of the contract factory within 10 years. If all parties to the above technical know-how, technical files or materials are still disclosed by a third party, the other party will no longer be obligated to maintain the above-mentioned technical know-how, technical files or materials.
9.3 The Introducer has the right to use the proprietary technology, technical materials and software designed, manufactured and sold by the grantor after the expiration of this contract.
Chapter 10 Taxes and Fees
10.1 All the surplus related to the hospitality contract levied by the Chinese government on the basis of the current multiplication law shall be borne by the importing party.
10.2 The Chinese Government shall, in accordance with the current multiplication law and the Agreement between the People's Republic of China and the Federal Government of Germany on the Avoidance of Double Taxation and Prevention of Leakage of Taxes, all taxes and fees levied on the transferor in connection with the execution of this contract shall be borne by the transferor.
10.3 All taxes and fees incurred outside the territory of the People's Republic of China in connection with the execution of this contract shall be borne by the transferor.
Chapter XI Performance Guarantee
11.1 Within 30 days after the signing of the contract, the transferor shall submit a performance bond of 10% of the total contract price, which shall be issued by Beijing Bank of China in accordance with the counter-guarantee submitted by a foreign bank to Beijing Bank of China. The validity period of the performance bond will continue until the end of the contract product acceptance and contract equipment warranty period.
11.2 The above-mentioned person shall submit the performance bond in the form of the contract subsidiary file __, and the resulting expenses shall be borne by the transferor.
11.3 If the assignor fails to perform an obligation under the contract, the importer will have the right to recourse against the letter of guarantee.
Chapter 12 Force Majeure
12.1 If the transferor, the importer, or any other party affects the execution of the contract due to war, flood, flood, typhoon, earthquake or other force majeure accidents recognized by both parties, the time limit for performance of the contract will be delayed by a period equivalent to the time affected by the accident. .
12.2 The party affected by force majeure shall notify the other party of the occurrence of force majeure by telex or telegram as soon as possible, and the identification document of the relevant authority's mailings shall be confirmed by the registered mail of the relevant authority within 14 days.
12.3 If the force majeure continues for more than 120 days, both parties shall resolve the issue of continuing to perform the contract through friendly negotiation.
Chapter 13: Settlement of Disputes
13.1 The parties to the contract shall resolve all disputes arising in the execution of the contract through friendly negotiation. If it cannot be resolved after the negotiation, it should be submitted to the ruling.
13.2 The arbitration will take place in De Golmore, where the Sterling Locomotive Chamber of Commerce Arbitration Committee will conduct arbitration in accordance with its procedures and regulations.
13.3 The arbitral award is final and binding on both parties.
13.4 During the arbitration fee, the parties shall continue to perform their contractual obligations except for the part of the contract that is transferred to arbitration.
Chapter XIV Contract Effectiveness and Others
14.1 This contract is signed by an authorized representative of both parties in Beijing on the _____ __. Both parties will apply to the respective governments for approval of the contract when necessary. The effective date of the contract will be based on the date of the last occurrence of the following items:
A. The date of approval of the party approved by the government;
B. World Bank approval of the contract;
C. The importer receives a long-term guarantee letter.
Both parties will do their utmost to get the contract approved and notify the other party by fax or telecom and confirm in writing.
14.2 If the contract cannot be effective after six months from the date of signature, both parties have the right to cancel this contract.
14.3 This contract is valid for __ years from the effective date, and the contract will automatically lapse after the expiration of the validity period.
14.4 The expiration of the contract will not affect the debt and debt relationship of the two parties, and the debtor will continue to pay the unpaid debts of the creditor.
14.5 This contract is written in English. The original is in duplicate and each party holds one copy.
14.6 This contract consists of Chapters 1 through 15 of the Terms and the accompanying files __ to __. The contract text and affiliated files are an integral part of this contract and have the same legal effect.
14.7 Any changes, modifications, additions and subcontracts relating to this contract will become effective after the written representation of the authorized representatives of both parties, and will become an integral part of this contract and have the same legal effect as the contract.
14.8 During the execution of this contract, the communication between the two parties shall be conducted in English. The official notice shall be sent by registered mail in duplicate.
14.9 Notwithstanding the provisions of Section 141 of this Chapter of this Contract, if the contract is not terminated within three months after the signature due to the assignor’s liability, the parties shall settle the compensation payment through friendly negotiation and the parties have cost of.
Chapter 15 Legal Address
15.1 Introducer:
Name: China International Tendering Company
Address: Erligou Import Building, Suburb, Beijing, China
Telex: 22075 CNTIC CN
Fax: (01) 8316696
15.2 Granting people:
Name: ____ company
address:____
telex:____
fax:____
15.3 Signature of authorized representatives of both parties:
Introducer (signature) giver (signature)
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