Technology transfer and cooperative production contract
Take the head office and factory of the People's Republic of China as one party (hereinafter referred to as Party A)
Taking the company as the other party (hereinafter referred to as Party B)
The two sides signed a XXX × × × × × technology transfer and cooperative production contract in Beijing on the day of the month through friendly negotiation. The contract conditions are as defined in the first chapter. “Contracted product” means the vertical bending machine specified in Attachment 1 of this contract.
2. “Appraisal product” means the first contract product manufactured by Party A according to the technical data provided by Party B and subject to the examination and acceptance of the subsidiary file.
Chapter II Contents and Scope of the Contract 1. The technology for the design, manufacture, sale, installation and maintenance of contracted products transferred by Party B to Party A. The specifications and technical parameters of the contracted products are detailed in Attached File 1 of this contract.
2. Party B is responsible for providing Party A with all relevant technical and technical information (hereinafter referred to as the information) of the contracted products. The details and delivery time are detailed in Attached File 2 and Attached File 3 of this contract.
3. Party B grants Party A the right to manufacture and sell the contracted products in China. The first four contract products are only sold in China. After that, the contract products manufactured by Party A may be sold to the following countries: If the contract products are sold to other countries under the terms of the Intergovernmental Economic and Trade Agreement or purchased by Chinese contractors in China, they are not subject to the above provisions. limit.
4. During the contract period, if Party A needs, Party B is obliged to provide Party A with the parts and raw materials needed to manufacture the contract product at a preferential price. The two parties will sign the contract through negotiation.
The division of labor for the first and subsequent contract products is detailed in Attached File 1.
5. Party B is responsible for the conversion of drawings and materials and training Party A personnel at Party B's factory and its related collaborative factories. Party B shall make every effort to enable Party A personnel to master the technology of the contracted products (for details, see Attachment 3 of this contract).
6. Party B is obliged to dispatch technical personnel to Party A's factory for technical services (see Attachment 4 of this contract for details).
7. Party B agrees to provide Party A with the required special tools, fixtures and equipment and the technical materials required for the inspection of the contract products (see Attachment 2 of this contract for details).
8. During the term of the contract, Party B agrees that Party A has the right to mark the joint trademark of Party A and Party B or the “manufactured by company license” on its contract product.
Chapter III Price 1. In view of Party B's obligations under Chapters 1, 2, 3, 4, 5, 6, 7, and 8 of this contract, Party A agrees to pay Party B the entry fee for the British Pound (upper pound sterling).
2. During the contract period, if Party A requests Party B to provide all the information of other specifications, Party A shall pay Party B (in English) for each specification. Party B shall pay income tax to the Chinese party.
3. Party A shall pay Party B a royalties for each contracted product sold. The first five years shall be 8% of the net sales price of the contracted product, and the next five years shall be 6% of the net sales price of the contracted product. Party B shall pay income tax to the Chinese party.
Net sales price: sales price minus freight, tax, packaging, storage, insurance, installation, and the cost of purchasing parts to Party B (including freight, customs, etc.).
Chapter IV Payment Conditions 1. The cost of this contract paid by Party A to Party B is paid in pounds sterling (m/T). (If wire transfer is required, the wire transfer fee shall be borne by Party B). Party A pays through Beijing Bank of China and Bank of England. All bank expenses incurred in China shall be borne by Party A, and bank expenses incurred outside China shall be borne by Party B.
2. The entry fee specified in Chapter 3 of this contract shall be paid by Party A to Party B according to the following methods and proportions:
(1) 10% of the entry fee (% of pick-up), and the pound (upper pound) shall be paid to Party B no later than 30 days after Party A receives the following correct and correct documents from Party B:
1 A photocopy of a valid export license issued by the relevant authorities of the British Government, or a copy of the same document issued by the relevant authorities that does not require an export license.
2 The amount of the invoice for the total amount of the entry fee is in quadruplicate.
3 One copy of the current draft of the draft.
4 A copy of the unrecoverable letter of guarantee issued by the Bank of England, in favour of Party A, in the amount of pounds (upper pound sterling) (for the format of the letter of guarantee, see Attachment 6 of this contract).
(2) Entrance fee 20% (pickup of the face) sterling (upper pound sterling) is issued by Party B 3 months after the provisional information specified in Article 3.2.1 of the Attachment File 3 of this contract, and received by Party A Pay to Party B no later than 30 days from the date of Party B’s correct and correct documents:
1 copy of the commercial invoice 2, the current draft, the copy of the 3 copies of the data air waybill and the attached file 2 and the temporary information specified in Article 3.2.1 of the attached file 3 are delivered photocopies of the completed certificate.
(3) The entrance fee is 40% (% of the pick-up). The pound (upper pound) is issued by Party A when it receives the information specified in Articles 3 and 6 of the attached file. If Party B provides the following correct and correct files, then Paying Party B later than 30 days:
1 copy of the commercial invoice 2, the current draft, a copy of the 3 copies of the data air waybill and the documents specified in Articles 3 and 6 of the attached file.
(4) Entry fee 15% (% of the total) sterling (upper pound sterling) in the attached file 3, Section 3.8.2, after the training of Party A training personnel is completed according to the attached file of this contract 3 Upon receipt of the following correct and correct files from Party B, no later than 30 days, Party B shall pay to Party B:
1 four commercial invoices 2 one and one copy of the sight draft.
3 Two copies of the certificate signed by Party A and Party B regarding the training of the Party A training personnel specified in Article 3.8.2 of the Subsidiary File 3 in accordance with the provisions of this contract.
(5) Entry fee 15% (% of the total): The pound (upper pound sterling) shall pay Party B no later than 30 days from the date when Party A receives the correct and correct file of Party B:
1 copy of the commercial invoice 2 the spot draft and the copy of each of the 3 copies of the first contract product signed by Party A and Party B after the inspection and inspection of the quality performance test certificate.
If it is not because of Party B’s mistakes, even if it fails to sign the quality performance test certificate of the first contract product, Party A will receive the hardware of the first contract product provided by Party B, no later than 24 days. Party shall pay Party B the payment.
3. After executing the contents of Article 2 of Chapter 7 of this contract and after Party A sells the Contract Products, Party A shall begin to pay Party B the royalties in accordance with the following terms.
(1) Party A shall notify Party B of the total sales volume in the past year from December 31 of each year within 15 days.
(2) Within 30 days from the date when Party A receives the following correct and correct files from Party B, Party A shall pay Party B a royalty fee:
1 corresponding calculation data of the amount of the royalties for the period of 2, 4 commercial invoices, 3 copies of the current draft, the fifth chapter file delivery 1. Party B shall deliver the materials to Beijing Airport in accordance with the delivery time specified in Attachment 2 of this contract and the contents specified in Attachment 2 and Attachment 3 of this contract.
2. The date of stamping of the Beijing Airport Air Waybill is the actual delivery date of the data. Party A shall send a copy of each of the air waybills with the date of arrival to the stamp to Party B and Bank of China.
3. Within 24 hours after each batch of data is shipped, Party B shall notify Party A of the contract number, air waybill number, air waybill date, data name, number of pieces, weight, flight number and expected date of arrival in Beijing by telegram or telex. Send the air waybill and detailed list of technical materials to Party A in duplicate.
4. If there is a shortage of technical data or loss or damage in air transportation, Party B shall, within 45 days after receiving the written notice from Party A, re-deliver it to Party A for free.
5. The delivery information should be in a sturdy package suitable for long-distance transportation, multiple handling, rain and moisture.
6. On the cover of each package of technical information, the following contents are marked in English:
(1) the contract number;
(2) consignee; company (3) destination;
(4) Shantou;
(5) weight (kg);
(6) box number / part number;
(7) the consignee code;
(8) Offshore port.
7. There should be a detailed list of technical information in the box, marked with the content, name and quantity of the technical information.
Chapter VI Modification and Improvement of Technical Information 1. If the technical information provided by Party B is not suitable for Party A's actual production conditions (such as design standards, materials, process equipment, etc.), Party B shall be responsible for helping Party A to modify the technical data and confirm it during training and technical service.
2. Within the validity period of the contract and within the scope of the contract, any improvement or development made by any party to the contract product shall be provided to the other party free of charge.
Chapter VII Assessment and Acceptance 1. In order to verify the correctness and reliability of Party B's technical data, the contract product evaluation test shall be attended by Party B's technical personnel, and the personnel of both parties shall jointly carry out the work at Party A's factory. The assessment method can be found in the attached file of the contract.
2. Upon examination, if the performance of the contracted product complies with the provisions of the sub-file 5 of this contract, that is, through acceptance, the two parties jointly sign the examination certificate of the contract product in quadruplicate, each holding two copies.
3. After the assessment, if the technical performance of the contracted product does not meet the technical performance stipulated in the contract, the two parties should jointly study and analyze the reasons through friendly negotiation, and take the second performance assessment after taking measures to eliminate the defects. After passing the examination, the two parties sign the assessment certificate in accordance with the provisions of Article 2 of this Chapter.
4. If the first assessment fails to be the responsibility of Party B, the expenses of Party B's technical personnel participating in the second assessment and the cost of replacing and repairing the defective parts shall be borne by Party B. If Party A is responsible, the above fees shall be borne by Party A.
5. If the second assessment is still unable to pass the acceptance and is the responsibility of Party B, Party B shall take effective measures to eliminate the defects and conduct the third test, and the expenses shall be borne by Party B.
6. After three unqualified assessments, if Party B is responsible, Party A has the right to terminate the contract and deal with it in accordance with Article 6 of Chapter 8. If Party A is responsible, the two parties shall sign the assessment certificate, but Party B is still obliged to help Party A's assessment success.
Chapter VIII Guarantees and Claims 1. Party B guarantees that the technical information provided is the latest technical data used by Party B, and provides Party A with technical information on any improvement and development of the contract product during the validity period of the contract.
2. Party B guarantees that the technical information provided (according to Subsidiary File 2) is complete, correct, and clear, and guarantees timely delivery.
3. If the technical information provided by B does not comply with the provisions of Article 2 of this Chapter, Party B must send the technical information or correct and clear technical information that is missing for free to Party A within 45 days after receiving the written notice from Party A.
4. If Party B fails to deliver the technical materials referred to in Attached File 2 within the time specified in this contract for reasons other than Article 1 of Chapter 12, Party A shall notify Party B in writing. If Party B fails to deliver the materials within one week, Party A shall pay Party B a penalty for breach of contract. The total amount of breach of contract penalty of 0.25% for the price of Article 1 of Chapter 3 shall not exceed the price of Article 1 of Chapter III. 5%.
5. Party B shall pay Party A the penalty for breach of contract in accordance with Article 4 of Chapter 8 and shall not be relieved of Party B's responsibility to continue to deliver the technical information to Party A.
6. According to the provisions of Chapter 7, due to the responsibility of Party B, if the product is not qualified for three times, it shall be handled as follows:
1 If the product fails and Party A cannot be put into production, Party A shall, when Party B proposes to terminate the contract, Party B shall return the amount of money already paid by Party A and the interest of the annual profit ×% (percent) to Party A.
2 If the product fails, only some of the performance indicators can not meet the contract provisions, Party A can still be put into production, Party B should pay according to the following provisions: (omitted).
Chapter IX Infringement and Confidentiality 1. Party B guarantees that it is the legal owner of the technology provided in this contract and has the right to transfer it to Party A. In the event of a third party alleged infringement, Party B shall be responsible for negotiating with the third party and undertaking all legal and economic liabilities arising therefrom.
2. Party A agrees to keep the technology provided by Party B confidential. If part or all of the above technical content is announced by Party B or a third party, and Party A obtains the published evidence, Party A will no longer assume the obligation of confidentiality.
3. After the termination of the contract, Party A still has the right to use the technology provided by Party B, that is, Party A has the right to continue to design, manufacture, use, sell and export the contracted products.
Chapter 10 Taxation 1. All taxes and fees that occur outside the country of Party A due to the performance of this contract shall be borne by Party B.
2. The Chinese government shall, in accordance with the Law of the People's Republic of China on Foreign Enterprise Income Tax and the Law of the People's Republic of China on Individual Income Tax, levy all taxes and fees related to the execution of this contract by Party B, and Party B shall pay it.
The above income tax will be deducted by Party A from the payment specified in this contract, and will be paid on behalf of Party B to the tax authorities. Party A shall provide Party B with a tax receipt issued by the tax authorities.
3. The Chinese government shall pay Party A the relevant taxes and fees for the performance of this contract in accordance with the current tax law, and shall be paid by Party A.
Chapter XI Arbitration 1. The parties shall resolve the dispute arising from the execution of this contract or in connection with this contract. If the agreement cannot be reached after the negotiation, it shall be submitted to arbitration for settlement.
2. The clock is located in Stockholm, Sweden, and is arbitrated in accordance with the arbitration procedure of the Arbitration Institute of the Stockholm Chamber of Commerce.
3. The arbitral award is final and binding on both parties.
4. The arbitration fee shall be borne by the losing party.
5. The contract shall continue to be executed except for the part of the arbitration that takes place during the arbitration process.
Chapter 12 Force Majeure 1. If any of the parties to the contract affects the execution of the contract due to war, severe floods, fires, typhoons, earthquakes and other mutually agreed force majeure accidents, the extension of the performance contract period shall be equivalent to the time affected by the accident.
2. The responsible party shall notify the parties by telex or telegram as soon as possible, and submit the certificate file issued by the relevant authority to the other party for confirmation within 14 days by airmail registration letter.
3. If the duration of the force majeure accident exceeds 120 days, the two parties shall resolve the issue of continuing to execute the contract as soon as possible through friendly negotiation.
Chapter XIII Termination of the Contract and Others 1. This contract is signed by the representatives of both parties on the date of the month. After the signature of the contract, the parties should apply to the local government authorities for approval. The date of approval of the last party is the effective date of the contract. Both parties shall use their best efforts to obtain approval within 60 days, notify the other party by telex and confirm with a letter.
If the contract fails to take effect within 6 months from the date of signing the contract, the contract will not be binding on either Party A or Party B.
2. This contract is valid for 10 years from the effective date of the contract.
3. Any termination of this contract does not affect the claims and debts of both parties. The debtor shall continue to pay the outstanding debts until the debtor’s entire debts are paid off.
4. This contract is written in both Chinese and English, in four copies, each of which holds two copies each.
5. Attachment 1 to Subsidiary File 7 of this contract is an integral part of this contract and has the same effect as the body of the contract.
6. Any modification or supplement to the terms of this contract shall be signed by a representative of both parties as an integral part of this contract and shall have the same effect as the contract.
7. The communication between the two parties for the execution of the contract is conducted in English. Official notices will be sent by registered mail in quadruplicate.
Chapter XIV Legal Address Party A: Company Address:
telex:
phone:
Party B: Company Address:
telex:
phone:
Party A represents Party B’s representative file 1
The technical specifications of contract products and the division of labor for cooperative production 1.1 The first contract product agreed by Party A and Party B to be produced by Party B is the 3,000-ton 3.6-meter vertical bending machine designed by Party B.
1.1.1 Technical specifications for 3000 tons vertical bending machine:
The vertical bending machine can perform the following work within the scope of the machine's working ability:
Cold bending, hot bending, steel plate straightening, hemming and conical bending.
The ability of the bending machine includes the following special bending requirements:
Thickness: (mm) 75 60 60 130
Outer diameter (mm) 1250 6120 1220 2260
Board height (mm) 3600 2200 2200 2300
Yield strength kg/mm 2560 5025
(plate lift to machine center height)
A mini computer will also be provided with software, and the software can be used to select the optimum lever position according to the special bending requirements. In addition, the computer can be used to represent the performance map of the machine.
A complete curvature gauge is also available to measure the curvature of curved panels with an outer radius in the range of 250-1250 (mm). When the curvature meter measures a workpiece with an outer radius greater than 1250 (mm), the working accuracy is reduced.
1.1.2 The complete set of bending machine and its accessories include the following components:
(1) Top joints, hinged beams, hinge pins, lifting cylinders and brackets;
(2) the base station;
(3) rear beams and punches, seals, gaskets and stop devices;
(4) movable beam and complete clamping punch device, pressure bar and mechanical adjustment device, balance beam and curvature meter cover;
(5) work rolls and auxiliary rolls;
(6) hydraulic progressive motor, gear box and fixed bottom plate;
(7) Complete hydraulic equipment, including pumps, motors, valves, oil tanks, pressure gauges and test joints;
(8) Complete set of electrical components, including motor starters, control lines, control panels and limit switches;
(9) curvature measurement and display device - curvature meter;
(10) Microcomputers and software;
(11) Auxiliary equipment includes jib cranes and brackets (excluding lifting pulleys), sliding rollers, and floor panels;
1.2 Division of work (division of supply)
1.2.1 The first contract product (1) The top beam and the hinge beam, equipped with the hinge pin and the bottom platform, shall be inspected by non-destructive testing after full processing, and Party B shall provide the inspection certificate;
(2) After the beam and the movable beam, the stress is removed after welding, but the processing is not carried out (the back beam cylinder forgings are coarse and processed), and both pieces are inspected by non-destructive testing, and Party B will provide the inspection certificate;
(3) The installed hydraulic station includes a curved groove, a pump, a valve and a passage, including a mounted motor;
(4) Hydraulic motors and gearboxes for delivering sheets;
(5) Sealing elements of the main punch, the clamping punch, the return punch and the hydraulic motor;
(6) Main electrical control panel with motor starter, overload protection device, fuse, control relay and timer;
(7) An active console and control panel with all components assembled, including cables;
(8) All special electrical limit switches, such as beam parallel switches and hinged beam proximity switches that are not available in China;
(9) a set of curvature measuring and display devices, which allocates a spare head;
(10) A microcomputer with a 16K storage extension and two software programs (16K means 16,000 characters);
(11) Sufficient hydraulic straight pipe, in accordance with the required size and pressure, to connect the entire equipment;
(12) Connect the high pressure hydraulic joints of all the passages;
(13) Two sets of unprocessed movable beam guides;
Party A will provide the other components needed to complete the contract product. If Party A wants to buy more items than the items listed in this subsidiary file, Party B agrees to increase the project and increase the fee.
1.2.2 From the second and subsequent contract products (including other size and type of vertical bending machine), Party B will provide the following components (1) installed hydraulic stations, including oil tanks, pumps, valves and Passage, motor;
(2) Hydraulic motors and gearboxes for sheet metal transfer;
(3) sealing elements of the upper punch, the clamping punch, the return punch and the hydraulic motor;
(4) Main electrical control panel, equipped with all motor starters, anti-overload devices, fuses, control relays and timers;
(5) auxiliary electrical components such as buttons and special limit switches;
(6) A full set of curvature measuring and display devices, with a spare head;
(7) A microcomputer with a 16K storage extension and two software programs;
(8) A sufficient hydraulic straight pipe for the entire equipment to meet the required size and pressure;
(9) High-pressure hydraulic joints required for the connection path;
Party A will provide other parts needed to complete the contracted product. If Party A intends to add the above supply items or wants to subcontract, the two parties can negotiate together.
Subsidiary Archives 2 Contents and Delivery of Contractual Product Technical Data 2.1 All technical information of the proprietary technologies and processes to be provided by Party B:
(1) The general drawing, component drawing and part drawing of the vertical bending machine include the drawings of the standard bending roller and the two auxiliary rollers. The tolerances, material specifications and technical requirements are indicated on the drawings.
Hydraulic schematic and existing piping diagram. There is also a list of hydraulic components and samples from the manufacturer.
Electrical schematics and existing electrical installation drawings, and a list of electrical components and samples of the manufacturer to replace the electrical screen drawings.
In order to assist Party A in the preparation of hydraulic piping and electrical installation drawings for Party A's factory manufacturing, Party B will provide a photo of the machine and, if possible, arrange for Party A engineers to view the actual machine.
(2) General drawings and parts drawings of auxiliary equipment, such as existing drawings of cranes, floor panels, sliding seats, folding aids and other equipment.
(3) Basic plan. Indicates the external contour of the machine and the load force acting on the foundation. The cable and hydraulic access are required on the drawings, but the civil works are not shown in detail.
(4) General plan and part drawing of the curvature meter.
(5) Drawing list and parts list.
(6) List of purchased parts and technical description of the manufacturer. Such as hinged beams and lifting cylinders, steel plate claws.
(7) List of standard parts, such as bolts and nuts.
(8) A copy of the relevant British and DIN standards for the specified materials.
(9) National standards or factory standards applicable to surface finishes and welds.
(10) Mechanical design calculation. Because hydraulic equipment is outsourced, its design information is limited to overhauls, maintenance instructions, and detailed instructions for making electrical equipment adjustments, including the meaning of the symbols in the electrical and hydraulic schematics.
(11) The processing, welding, heat treatment process and manufacturing process of the main components include the following 15 main components, and the casting and forging processes are not included. (11)
Top beam back beam punch lining hinge beam movable beam roller bearing sleeve hinge pin bending plate roller gear table master cylinder welding bracket column main punch pressure bar (12) If available, special tools: mold, work card With drawings.
(13) The inspection standard is as shown in the figure (omitted).
(14) Assembly and commissioning process.
(15) The operating process of the vertical bending machine, that is, the operating manual (manual), including all kinds of work that the machine can perform.
(16) Maintenance manual.
(17) List of spare parts.
2.2 All drawings translated, trimmed or prepared by Party A must be approved by Party B. In order to make this work as accurate as possible, the drawings shall be in both Chinese and English, and Party A shall provide Party B with two blueprints for archival and future reference.
2.3 All information provided by Party B is in English and the data unit is metric.
2.4 The drawings and materials provided by Party B to Party A are three blueprints and one basemap. The manufacturer's technical sample is two copies each.
2.5 All Party A's technical documents for the manufacture of the contracted products, which Party B does not have, will be manufactured by Party A with the help of Party B and approved by Party B.
2.6 Party B will provide Party A with samples, materials, film and video tapes to help Party A sell the contract products.
Subsidiary file 3
The conversion of drawings and materials and the training of Party B's personnel to Party A 3.1 Data conversion. The technical training and production training of Party A's personnel shall be arranged by Party B in accordance with Article 5 of Chapter 2 of the contract. The training is carried out at Party B's manufacturing plant and may be carried out at Party B's subcontracting plant when possible.
3.2 Contract product data conversion.
3.2.1 Party B shall send Party A's temporary drawings and materials of movable beam and adjustable pressure bar of 3,000 tons of 3 meters to Party A within one month after the contract takes effect. After studying the drawing materials, Party A will inform Party B of the general opinion of what needs to be added at least within 6 weeks before sending the engineer to Party B. Then Party A sends an engineer (to Party B) to conduct inspection and conversion work under the guidance of Party B's engineers. Party B's engineers will try their best to answer the relevant technical problems pointed out by Party A's personnel and assist Party A's personnel in grasping all the principles of the contracted products. B. The costs of investing in this work by Party B personnel can be found in Chapter 3 of the contract.
3.2.2 All technical requirements for drawings, except as described in Attachment 2, except for parts that are not available to Party B (such as purchased parts). The drawings that Party B does not actually prepare and that Party A actually needs are prepared by Party A. In this case, Party A engineers will get all the information to prepare the drawings they want.
3.3 Party B will designate qualified and experienced personnel to provide guidance, lectures and training to Party A personnel, and strive to answer all questions raised by Party A personnel regarding the contract products.
3.4 Party B will provide Party A with the opportunity to learn production operations and assist them in systematically mastering the manufacturing, assembly, inspection, quality control and operation of the contracted products. The degree of mastery of this learning depends on whether Party B constructs a similar machine. Unless a similar machine is being built, Party A will not be able to see the entire situation of the construction and will only see the manufacture of the parts supplied to the first contract product.
3.5 Party B will provide Party A with all necessary materials, drawings, reference books, drawing instruments, work clothes, etc., as well as the office for converting the drawings and training.
3.6 Party A will send someone to Party B to assist Party B's engineers in the conversion of drawings and materials. Party B will assist in obtaining visas and work and residence permits. Party B shall provide Party A with free local transportation (if necessary), working lunch and medical treatment on weekdays. Party A's other expenses shall be borne by Party A.
3.7 Party A will dispatch trainees in accordance with Article 5 of Chapter 2 of the Contract. Party B will assist in obtaining visas and work and residence permits. Party B shall provide Party A with free daily workday transportation (if necessary), including travel to various subcontracting factories, working lunches and medical treatment. The other expenses of Party A’s personnel shall be borne by Party A.
3.8 The personnel sent by Party A to Party B are as follows:
3.8.1 Technician This group of personnel is responsible for converting the drawings and materials of the attached file 2, including:
a chief designer;
Two mechanical designers;
a hydraulic designer;
An electrical engineer;
a craftsman;
An interpreter.
In addition, one of the technicians needs to know English.
The period is 4 months. 3.8.2 Technical and Manufacturing Trainers This group of personnel goes to Party B to receive the following technical training: processing, welding, parts inspection, assembly, commissioning, testing, final inspection, operation and maintenance of the contract product.
The number and professionalism of this group of personnel depends on which products are being manufactured by Party B at the time (see 3.4 of this Annex) and are recommended by the technical staff group (see 3.8.1 of this Annex). The number of persons dispatched by Party A is not more than 11 (including two translations), and may also be dispatched in batches, with a total term of about four months.
3.9 If Party B starts to manufacture machines similar to contract products after signing the contract, the dispatch time and composition of the two groups of personnel in Sections 3.8.1 and 3.8.2 of this subsidiary file may change to obtain the best. effect. If two groups of personnel are to be dispatched at the same time, the total number of people needs to be agreed by Party A and Party B.
3.10 During the period of X Country, Party A's personnel will abide by the laws of X and the rules and regulations of Party B's factory, and Party B will ensure the safety of Party A's personnel as much as possible.
3.11 Party B will assist Party A to bring notes and materials back to China.
3.12 Party B will receive 3 user representatives to teach the maintenance and use of the contract products for a maximum of 2 weeks, including lectures, and may visit existing machines.
3.13 When Party A's personnel are sick or an accident, Party B will ensure that Party A's personnel receive timely and appropriate free treatment.
Subsidiary file 4
Party B's technical services in China 4.1 Party B will dispatch two outstanding experts to Party A's factory to provide technical assistance during assembly and inspection and inspection for 8 weeks.
4.2 The expenses of Party B personnel specified in Section 4.1 of this Annex File shall be borne by Party A, including in Article 1 of Chapter 3 of this Agreement and in the following clauses. .
4.3 The responsibility of Party B's experts in Party A's factory.
4.3.1 Provide technical guidance to Party A personnel in assembly, inspection and test, and answer relevant technical questions raised by Party A engineers and workers.
4.3.2 Solve problems in drawings and technical data.
4.3.3 Assist Party A to accept the materials and parts provided by Party B before the final assembly.
4.4 The train ticket for repatriation from Beijing to the Chinese factory shall be provided by Party A.
4.5 Party B personnel work 6 days a week in China, 8 hours a day.
4.6 Party A's responsibilities and obligations:
4.6.1 Assist Party B personnel to obtain visas and any other necessary files for visiting and working in China, and strive to ensure their safety during their stay in China.
4.6.2 At Party A's factory, Party A provides free accommodation, working lunch (if required to provide Western food), work clothes, office, any necessary tools and local transportation to and from Party A's factory.
4.6.3 Provide English translation to Party B personnel.
4.7 Party B personnel will abide by Chinese laws and the rules and regulations of Party A's factories during their stay in China.
4.8 In the event of illness or accident of Party B, Party A will provide timely and appropriate free medical care.
Subsidiary file 5
Acceptance of contracted products 5.1 The quality of the contracted products manufactured by Party A shall be the same as the quality of similar products manufactured by Party B. For this purpose, the parts manufactured by Party A for the first contract product must be inspected according to the quality standards established by Party B through mutually agreed methods. The inspection shall be carried out by Party A. Party A shall store the inspection records for future reference.
5.2 Inspection of contract products.
5.2.1 Cooperate with Party A to produce the first contract product as the acceptance product.
5.2.2 Acceptance shall be carried out at Party A's factory, with one or two engineers from Party B participating.
5.2.3 The technical personnel of both parties shall carry out the load test on the acceptance products according to the technical specifications formulated by Party B. If the product passes the inspection and acceptance, the two parties sign the quality certificate in four copies, and each party holds two copies.
Subsidiary file 6
Non-recoverable letter of guarantee issued by Bank of China (format)
Beneficiary: Date of Chinese company:
According to the company (hereinafter referred to as Party B) and the Chinese company (hereinafter referred to as Party A), the first chapter of the technology transfer and cooperative production contract signed:
1. We shall ask Party B to issue a non-recoverable letter of guarantee in the amount of (Pound Sterling) with Party A as the beneficiary.
2. If Party A fulfills its obligations under the contract and Party B fails to deliver the materials to Party A in accordance with Attachment 2 of this contract, we will refund Party A the amount paid by Party A within 15 days after receiving written notice from Party A.
3. This letter of guarantee will be effective from the date of opening to the expiration of the entry fee of 4.2.3 of the payment contract, but no later than 12 months after the letter of guarantee is opened.
Subsidiary file 7
Non-recoverable letter of guarantee issued by Bank of China (format)
Beneficiary: Date of the company:
According to the company (hereinafter referred to as Party B) and the Chinese company (hereinafter referred to as Party A) signed the first chapter of the vertical bending machine technology transfer and cooperative production contract:
1. We shall ask Party A to issue a non-recoverable letter of guarantee in the amount of (GB) in which Party B is beneficiary.
2. If Party B fulfills its obligations under the contract and Party A fails to pay Party B in accordance with the terms of the contract, we will pay Party B the amount payable by Party A within 15 days after receiving written notice from Party B.
3. This letter of guarantee will take effect from the date of the opening, and will expire after Party A has paid the final payment, but no later than 30 months after the letter of guarantee.
Taking the company as the other party (hereinafter referred to as Party B)
The two sides signed a XXX × × × × × technology transfer and cooperative production contract in Beijing on the day of the month through friendly negotiation. The contract conditions are as defined in the first chapter. “Contracted product” means the vertical bending machine specified in Attachment 1 of this contract.
2. “Appraisal product” means the first contract product manufactured by Party A according to the technical data provided by Party B and subject to the examination and acceptance of the subsidiary file.
Chapter II Contents and Scope of the Contract 1. The technology for the design, manufacture, sale, installation and maintenance of contracted products transferred by Party B to Party A. The specifications and technical parameters of the contracted products are detailed in Attached File 1 of this contract.
2. Party B is responsible for providing Party A with all relevant technical and technical information (hereinafter referred to as the information) of the contracted products. The details and delivery time are detailed in Attached File 2 and Attached File 3 of this contract.
3. Party B grants Party A the right to manufacture and sell the contracted products in China. The first four contract products are only sold in China. After that, the contract products manufactured by Party A may be sold to the following countries: If the contract products are sold to other countries under the terms of the Intergovernmental Economic and Trade Agreement or purchased by Chinese contractors in China, they are not subject to the above provisions. limit.
4. During the contract period, if Party A needs, Party B is obliged to provide Party A with the parts and raw materials needed to manufacture the contract product at a preferential price. The two parties will sign the contract through negotiation.
The division of labor for the first and subsequent contract products is detailed in Attached File 1.
5. Party B is responsible for the conversion of drawings and materials and training Party A personnel at Party B's factory and its related collaborative factories. Party B shall make every effort to enable Party A personnel to master the technology of the contracted products (for details, see Attachment 3 of this contract).
6. Party B is obliged to dispatch technical personnel to Party A's factory for technical services (see Attachment 4 of this contract for details).
7. Party B agrees to provide Party A with the required special tools, fixtures and equipment and the technical materials required for the inspection of the contract products (see Attachment 2 of this contract for details).
8. During the term of the contract, Party B agrees that Party A has the right to mark the joint trademark of Party A and Party B or the “manufactured by company license” on its contract product.
Chapter III Price 1. In view of Party B's obligations under Chapters 1, 2, 3, 4, 5, 6, 7, and 8 of this contract, Party A agrees to pay Party B the entry fee for the British Pound (upper pound sterling).
2. During the contract period, if Party A requests Party B to provide all the information of other specifications, Party A shall pay Party B (in English) for each specification. Party B shall pay income tax to the Chinese party.
3. Party A shall pay Party B a royalties for each contracted product sold. The first five years shall be 8% of the net sales price of the contracted product, and the next five years shall be 6% of the net sales price of the contracted product. Party B shall pay income tax to the Chinese party.
Net sales price: sales price minus freight, tax, packaging, storage, insurance, installation, and the cost of purchasing parts to Party B (including freight, customs, etc.).
Chapter IV Payment Conditions 1. The cost of this contract paid by Party A to Party B is paid in pounds sterling (m/T). (If wire transfer is required, the wire transfer fee shall be borne by Party B). Party A pays through Beijing Bank of China and Bank of England. All bank expenses incurred in China shall be borne by Party A, and bank expenses incurred outside China shall be borne by Party B.
2. The entry fee specified in Chapter 3 of this contract shall be paid by Party A to Party B according to the following methods and proportions:
(1) 10% of the entry fee (% of pick-up), and the pound (upper pound) shall be paid to Party B no later than 30 days after Party A receives the following correct and correct documents from Party B:
1 A photocopy of a valid export license issued by the relevant authorities of the British Government, or a copy of the same document issued by the relevant authorities that does not require an export license.
2 The amount of the invoice for the total amount of the entry fee is in quadruplicate.
3 One copy of the current draft of the draft.
4 A copy of the unrecoverable letter of guarantee issued by the Bank of England, in favour of Party A, in the amount of pounds (upper pound sterling) (for the format of the letter of guarantee, see Attachment 6 of this contract).
(2) Entrance fee 20% (pickup of the face) sterling (upper pound sterling) is issued by Party B 3 months after the provisional information specified in Article 3.2.1 of the Attachment File 3 of this contract, and received by Party A Pay to Party B no later than 30 days from the date of Party B’s correct and correct documents:
1 copy of the commercial invoice 2, the current draft, the copy of the 3 copies of the data air waybill and the attached file 2 and the temporary information specified in Article 3.2.1 of the attached file 3 are delivered photocopies of the completed certificate.
(3) The entrance fee is 40% (% of the pick-up). The pound (upper pound) is issued by Party A when it receives the information specified in Articles 3 and 6 of the attached file. If Party B provides the following correct and correct files, then Paying Party B later than 30 days:
1 copy of the commercial invoice 2, the current draft, a copy of the 3 copies of the data air waybill and the documents specified in Articles 3 and 6 of the attached file.
(4) Entry fee 15% (% of the total) sterling (upper pound sterling) in the attached file 3, Section 3.8.2, after the training of Party A training personnel is completed according to the attached file of this contract 3 Upon receipt of the following correct and correct files from Party B, no later than 30 days, Party B shall pay to Party B:
1 four commercial invoices 2 one and one copy of the sight draft.
3 Two copies of the certificate signed by Party A and Party B regarding the training of the Party A training personnel specified in Article 3.8.2 of the Subsidiary File 3 in accordance with the provisions of this contract.
(5) Entry fee 15% (% of the total): The pound (upper pound sterling) shall pay Party B no later than 30 days from the date when Party A receives the correct and correct file of Party B:
1 copy of the commercial invoice 2 the spot draft and the copy of each of the 3 copies of the first contract product signed by Party A and Party B after the inspection and inspection of the quality performance test certificate.
If it is not because of Party B’s mistakes, even if it fails to sign the quality performance test certificate of the first contract product, Party A will receive the hardware of the first contract product provided by Party B, no later than 24 days. Party shall pay Party B the payment.
3. After executing the contents of Article 2 of Chapter 7 of this contract and after Party A sells the Contract Products, Party A shall begin to pay Party B the royalties in accordance with the following terms.
(1) Party A shall notify Party B of the total sales volume in the past year from December 31 of each year within 15 days.
(2) Within 30 days from the date when Party A receives the following correct and correct files from Party B, Party A shall pay Party B a royalty fee:
1 corresponding calculation data of the amount of the royalties for the period of 2, 4 commercial invoices, 3 copies of the current draft, the fifth chapter file delivery 1. Party B shall deliver the materials to Beijing Airport in accordance with the delivery time specified in Attachment 2 of this contract and the contents specified in Attachment 2 and Attachment 3 of this contract.
2. The date of stamping of the Beijing Airport Air Waybill is the actual delivery date of the data. Party A shall send a copy of each of the air waybills with the date of arrival to the stamp to Party B and Bank of China.
3. Within 24 hours after each batch of data is shipped, Party B shall notify Party A of the contract number, air waybill number, air waybill date, data name, number of pieces, weight, flight number and expected date of arrival in Beijing by telegram or telex. Send the air waybill and detailed list of technical materials to Party A in duplicate.
4. If there is a shortage of technical data or loss or damage in air transportation, Party B shall, within 45 days after receiving the written notice from Party A, re-deliver it to Party A for free.
5. The delivery information should be in a sturdy package suitable for long-distance transportation, multiple handling, rain and moisture.
6. On the cover of each package of technical information, the following contents are marked in English:
(1) the contract number;
(2) consignee; company (3) destination;
(4) Shantou;
(5) weight (kg);
(6) box number / part number;
(7) the consignee code;
(8) Offshore port.
7. There should be a detailed list of technical information in the box, marked with the content, name and quantity of the technical information.
Chapter VI Modification and Improvement of Technical Information 1. If the technical information provided by Party B is not suitable for Party A's actual production conditions (such as design standards, materials, process equipment, etc.), Party B shall be responsible for helping Party A to modify the technical data and confirm it during training and technical service.
2. Within the validity period of the contract and within the scope of the contract, any improvement or development made by any party to the contract product shall be provided to the other party free of charge.
Chapter VII Assessment and Acceptance 1. In order to verify the correctness and reliability of Party B's technical data, the contract product evaluation test shall be attended by Party B's technical personnel, and the personnel of both parties shall jointly carry out the work at Party A's factory. The assessment method can be found in the attached file of the contract.
2. Upon examination, if the performance of the contracted product complies with the provisions of the sub-file 5 of this contract, that is, through acceptance, the two parties jointly sign the examination certificate of the contract product in quadruplicate, each holding two copies.
3. After the assessment, if the technical performance of the contracted product does not meet the technical performance stipulated in the contract, the two parties should jointly study and analyze the reasons through friendly negotiation, and take the second performance assessment after taking measures to eliminate the defects. After passing the examination, the two parties sign the assessment certificate in accordance with the provisions of Article 2 of this Chapter.
4. If the first assessment fails to be the responsibility of Party B, the expenses of Party B's technical personnel participating in the second assessment and the cost of replacing and repairing the defective parts shall be borne by Party B. If Party A is responsible, the above fees shall be borne by Party A.
5. If the second assessment is still unable to pass the acceptance and is the responsibility of Party B, Party B shall take effective measures to eliminate the defects and conduct the third test, and the expenses shall be borne by Party B.
6. After three unqualified assessments, if Party B is responsible, Party A has the right to terminate the contract and deal with it in accordance with Article 6 of Chapter 8. If Party A is responsible, the two parties shall sign the assessment certificate, but Party B is still obliged to help Party A's assessment success.
Chapter VIII Guarantees and Claims 1. Party B guarantees that the technical information provided is the latest technical data used by Party B, and provides Party A with technical information on any improvement and development of the contract product during the validity period of the contract.
2. Party B guarantees that the technical information provided (according to Subsidiary File 2) is complete, correct, and clear, and guarantees timely delivery.
3. If the technical information provided by B does not comply with the provisions of Article 2 of this Chapter, Party B must send the technical information or correct and clear technical information that is missing for free to Party A within 45 days after receiving the written notice from Party A.
4. If Party B fails to deliver the technical materials referred to in Attached File 2 within the time specified in this contract for reasons other than Article 1 of Chapter 12, Party A shall notify Party B in writing. If Party B fails to deliver the materials within one week, Party A shall pay Party B a penalty for breach of contract. The total amount of breach of contract penalty of 0.25% for the price of Article 1 of Chapter 3 shall not exceed the price of Article 1 of Chapter III. 5%.
5. Party B shall pay Party A the penalty for breach of contract in accordance with Article 4 of Chapter 8 and shall not be relieved of Party B's responsibility to continue to deliver the technical information to Party A.
6. According to the provisions of Chapter 7, due to the responsibility of Party B, if the product is not qualified for three times, it shall be handled as follows:
1 If the product fails and Party A cannot be put into production, Party A shall, when Party B proposes to terminate the contract, Party B shall return the amount of money already paid by Party A and the interest of the annual profit ×% (percent) to Party A.
2 If the product fails, only some of the performance indicators can not meet the contract provisions, Party A can still be put into production, Party B should pay according to the following provisions: (omitted).
Chapter IX Infringement and Confidentiality 1. Party B guarantees that it is the legal owner of the technology provided in this contract and has the right to transfer it to Party A. In the event of a third party alleged infringement, Party B shall be responsible for negotiating with the third party and undertaking all legal and economic liabilities arising therefrom.
2. Party A agrees to keep the technology provided by Party B confidential. If part or all of the above technical content is announced by Party B or a third party, and Party A obtains the published evidence, Party A will no longer assume the obligation of confidentiality.
3. After the termination of the contract, Party A still has the right to use the technology provided by Party B, that is, Party A has the right to continue to design, manufacture, use, sell and export the contracted products.
Chapter 10 Taxation 1. All taxes and fees that occur outside the country of Party A due to the performance of this contract shall be borne by Party B.
2. The Chinese government shall, in accordance with the Law of the People's Republic of China on Foreign Enterprise Income Tax and the Law of the People's Republic of China on Individual Income Tax, levy all taxes and fees related to the execution of this contract by Party B, and Party B shall pay it.
The above income tax will be deducted by Party A from the payment specified in this contract, and will be paid on behalf of Party B to the tax authorities. Party A shall provide Party B with a tax receipt issued by the tax authorities.
3. The Chinese government shall pay Party A the relevant taxes and fees for the performance of this contract in accordance with the current tax law, and shall be paid by Party A.
Chapter XI Arbitration 1. The parties shall resolve the dispute arising from the execution of this contract or in connection with this contract. If the agreement cannot be reached after the negotiation, it shall be submitted to arbitration for settlement.
2. The clock is located in Stockholm, Sweden, and is arbitrated in accordance with the arbitration procedure of the Arbitration Institute of the Stockholm Chamber of Commerce.
3. The arbitral award is final and binding on both parties.
4. The arbitration fee shall be borne by the losing party.
5. The contract shall continue to be executed except for the part of the arbitration that takes place during the arbitration process.
Chapter 12 Force Majeure 1. If any of the parties to the contract affects the execution of the contract due to war, severe floods, fires, typhoons, earthquakes and other mutually agreed force majeure accidents, the extension of the performance contract period shall be equivalent to the time affected by the accident.
2. The responsible party shall notify the parties by telex or telegram as soon as possible, and submit the certificate file issued by the relevant authority to the other party for confirmation within 14 days by airmail registration letter.
3. If the duration of the force majeure accident exceeds 120 days, the two parties shall resolve the issue of continuing to execute the contract as soon as possible through friendly negotiation.
Chapter XIII Termination of the Contract and Others 1. This contract is signed by the representatives of both parties on the date of the month. After the signature of the contract, the parties should apply to the local government authorities for approval. The date of approval of the last party is the effective date of the contract. Both parties shall use their best efforts to obtain approval within 60 days, notify the other party by telex and confirm with a letter.
If the contract fails to take effect within 6 months from the date of signing the contract, the contract will not be binding on either Party A or Party B.
2. This contract is valid for 10 years from the effective date of the contract.
3. Any termination of this contract does not affect the claims and debts of both parties. The debtor shall continue to pay the outstanding debts until the debtor’s entire debts are paid off.
4. This contract is written in both Chinese and English, in four copies, each of which holds two copies each.
5. Attachment 1 to Subsidiary File 7 of this contract is an integral part of this contract and has the same effect as the body of the contract.
6. Any modification or supplement to the terms of this contract shall be signed by a representative of both parties as an integral part of this contract and shall have the same effect as the contract.
7. The communication between the two parties for the execution of the contract is conducted in English. Official notices will be sent by registered mail in quadruplicate.
Chapter XIV Legal Address Party A: Company Address:
telex:
phone:
Party B: Company Address:
telex:
phone:
Party A represents Party B’s representative file 1
The technical specifications of contract products and the division of labor for cooperative production 1.1 The first contract product agreed by Party A and Party B to be produced by Party B is the 3,000-ton 3.6-meter vertical bending machine designed by Party B.
1.1.1 Technical specifications for 3000 tons vertical bending machine:
The vertical bending machine can perform the following work within the scope of the machine's working ability:
Cold bending, hot bending, steel plate straightening, hemming and conical bending.
The ability of the bending machine includes the following special bending requirements:
Thickness: (mm) 75 60 60 130
Outer diameter (mm) 1250 6120 1220 2260
Board height (mm) 3600 2200 2200 2300
Yield strength kg/mm 2560 5025
(plate lift to machine center height)
A mini computer will also be provided with software, and the software can be used to select the optimum lever position according to the special bending requirements. In addition, the computer can be used to represent the performance map of the machine.
A complete curvature gauge is also available to measure the curvature of curved panels with an outer radius in the range of 250-1250 (mm). When the curvature meter measures a workpiece with an outer radius greater than 1250 (mm), the working accuracy is reduced.
1.1.2 The complete set of bending machine and its accessories include the following components:
(1) Top joints, hinged beams, hinge pins, lifting cylinders and brackets;
(2) the base station;
(3) rear beams and punches, seals, gaskets and stop devices;
(4) movable beam and complete clamping punch device, pressure bar and mechanical adjustment device, balance beam and curvature meter cover;
(5) work rolls and auxiliary rolls;
(6) hydraulic progressive motor, gear box and fixed bottom plate;
(7) Complete hydraulic equipment, including pumps, motors, valves, oil tanks, pressure gauges and test joints;
(8) Complete set of electrical components, including motor starters, control lines, control panels and limit switches;
(9) curvature measurement and display device - curvature meter;
(10) Microcomputers and software;
(11) Auxiliary equipment includes jib cranes and brackets (excluding lifting pulleys), sliding rollers, and floor panels;
1.2 Division of work (division of supply)
1.2.1 The first contract product (1) The top beam and the hinge beam, equipped with the hinge pin and the bottom platform, shall be inspected by non-destructive testing after full processing, and Party B shall provide the inspection certificate;
(2) After the beam and the movable beam, the stress is removed after welding, but the processing is not carried out (the back beam cylinder forgings are coarse and processed), and both pieces are inspected by non-destructive testing, and Party B will provide the inspection certificate;
(3) The installed hydraulic station includes a curved groove, a pump, a valve and a passage, including a mounted motor;
(4) Hydraulic motors and gearboxes for delivering sheets;
(5) Sealing elements of the main punch, the clamping punch, the return punch and the hydraulic motor;
(6) Main electrical control panel with motor starter, overload protection device, fuse, control relay and timer;
(7) An active console and control panel with all components assembled, including cables;
(8) All special electrical limit switches, such as beam parallel switches and hinged beam proximity switches that are not available in China;
(9) a set of curvature measuring and display devices, which allocates a spare head;
(10) A microcomputer with a 16K storage extension and two software programs (16K means 16,000 characters);
(11) Sufficient hydraulic straight pipe, in accordance with the required size and pressure, to connect the entire equipment;
(12) Connect the high pressure hydraulic joints of all the passages;
(13) Two sets of unprocessed movable beam guides;
Party A will provide the other components needed to complete the contract product. If Party A wants to buy more items than the items listed in this subsidiary file, Party B agrees to increase the project and increase the fee.
1.2.2 From the second and subsequent contract products (including other size and type of vertical bending machine), Party B will provide the following components (1) installed hydraulic stations, including oil tanks, pumps, valves and Passage, motor;
(2) Hydraulic motors and gearboxes for sheet metal transfer;
(3) sealing elements of the upper punch, the clamping punch, the return punch and the hydraulic motor;
(4) Main electrical control panel, equipped with all motor starters, anti-overload devices, fuses, control relays and timers;
(5) auxiliary electrical components such as buttons and special limit switches;
(6) A full set of curvature measuring and display devices, with a spare head;
(7) A microcomputer with a 16K storage extension and two software programs;
(8) A sufficient hydraulic straight pipe for the entire equipment to meet the required size and pressure;
(9) High-pressure hydraulic joints required for the connection path;
Party A will provide other parts needed to complete the contracted product. If Party A intends to add the above supply items or wants to subcontract, the two parties can negotiate together.
Subsidiary Archives 2 Contents and Delivery of Contractual Product Technical Data 2.1 All technical information of the proprietary technologies and processes to be provided by Party B:
(1) The general drawing, component drawing and part drawing of the vertical bending machine include the drawings of the standard bending roller and the two auxiliary rollers. The tolerances, material specifications and technical requirements are indicated on the drawings.
Hydraulic schematic and existing piping diagram. There is also a list of hydraulic components and samples from the manufacturer.
Electrical schematics and existing electrical installation drawings, and a list of electrical components and samples of the manufacturer to replace the electrical screen drawings.
In order to assist Party A in the preparation of hydraulic piping and electrical installation drawings for Party A's factory manufacturing, Party B will provide a photo of the machine and, if possible, arrange for Party A engineers to view the actual machine.
(2) General drawings and parts drawings of auxiliary equipment, such as existing drawings of cranes, floor panels, sliding seats, folding aids and other equipment.
(3) Basic plan. Indicates the external contour of the machine and the load force acting on the foundation. The cable and hydraulic access are required on the drawings, but the civil works are not shown in detail.
(4) General plan and part drawing of the curvature meter.
(5) Drawing list and parts list.
(6) List of purchased parts and technical description of the manufacturer. Such as hinged beams and lifting cylinders, steel plate claws.
(7) List of standard parts, such as bolts and nuts.
(8) A copy of the relevant British and DIN standards for the specified materials.
(9) National standards or factory standards applicable to surface finishes and welds.
(10) Mechanical design calculation. Because hydraulic equipment is outsourced, its design information is limited to overhauls, maintenance instructions, and detailed instructions for making electrical equipment adjustments, including the meaning of the symbols in the electrical and hydraulic schematics.
(11) The processing, welding, heat treatment process and manufacturing process of the main components include the following 15 main components, and the casting and forging processes are not included. (11)
Top beam back beam punch lining hinge beam movable beam roller bearing sleeve hinge pin bending plate roller gear table master cylinder welding bracket column main punch pressure bar (12) If available, special tools: mold, work card With drawings.
(13) The inspection standard is as shown in the figure (omitted).
(14) Assembly and commissioning process.
(15) The operating process of the vertical bending machine, that is, the operating manual (manual), including all kinds of work that the machine can perform.
(16) Maintenance manual.
(17) List of spare parts.
2.2 All drawings translated, trimmed or prepared by Party A must be approved by Party B. In order to make this work as accurate as possible, the drawings shall be in both Chinese and English, and Party A shall provide Party B with two blueprints for archival and future reference.
2.3 All information provided by Party B is in English and the data unit is metric.
2.4 The drawings and materials provided by Party B to Party A are three blueprints and one basemap. The manufacturer's technical sample is two copies each.
2.5 All Party A's technical documents for the manufacture of the contracted products, which Party B does not have, will be manufactured by Party A with the help of Party B and approved by Party B.
2.6 Party B will provide Party A with samples, materials, film and video tapes to help Party A sell the contract products.
Subsidiary file 3
The conversion of drawings and materials and the training of Party B's personnel to Party A 3.1 Data conversion. The technical training and production training of Party A's personnel shall be arranged by Party B in accordance with Article 5 of Chapter 2 of the contract. The training is carried out at Party B's manufacturing plant and may be carried out at Party B's subcontracting plant when possible.
3.2 Contract product data conversion.
3.2.1 Party B shall send Party A's temporary drawings and materials of movable beam and adjustable pressure bar of 3,000 tons of 3 meters to Party A within one month after the contract takes effect. After studying the drawing materials, Party A will inform Party B of the general opinion of what needs to be added at least within 6 weeks before sending the engineer to Party B. Then Party A sends an engineer (to Party B) to conduct inspection and conversion work under the guidance of Party B's engineers. Party B's engineers will try their best to answer the relevant technical problems pointed out by Party A's personnel and assist Party A's personnel in grasping all the principles of the contracted products. B. The costs of investing in this work by Party B personnel can be found in Chapter 3 of the contract.
3.2.2 All technical requirements for drawings, except as described in Attachment 2, except for parts that are not available to Party B (such as purchased parts). The drawings that Party B does not actually prepare and that Party A actually needs are prepared by Party A. In this case, Party A engineers will get all the information to prepare the drawings they want.
3.3 Party B will designate qualified and experienced personnel to provide guidance, lectures and training to Party A personnel, and strive to answer all questions raised by Party A personnel regarding the contract products.
3.4 Party B will provide Party A with the opportunity to learn production operations and assist them in systematically mastering the manufacturing, assembly, inspection, quality control and operation of the contracted products. The degree of mastery of this learning depends on whether Party B constructs a similar machine. Unless a similar machine is being built, Party A will not be able to see the entire situation of the construction and will only see the manufacture of the parts supplied to the first contract product.
3.5 Party B will provide Party A with all necessary materials, drawings, reference books, drawing instruments, work clothes, etc., as well as the office for converting the drawings and training.
3.6 Party A will send someone to Party B to assist Party B's engineers in the conversion of drawings and materials. Party B will assist in obtaining visas and work and residence permits. Party B shall provide Party A with free local transportation (if necessary), working lunch and medical treatment on weekdays. Party A's other expenses shall be borne by Party A.
3.7 Party A will dispatch trainees in accordance with Article 5 of Chapter 2 of the Contract. Party B will assist in obtaining visas and work and residence permits. Party B shall provide Party A with free daily workday transportation (if necessary), including travel to various subcontracting factories, working lunches and medical treatment. The other expenses of Party A’s personnel shall be borne by Party A.
3.8 The personnel sent by Party A to Party B are as follows:
3.8.1 Technician This group of personnel is responsible for converting the drawings and materials of the attached file 2, including:
a chief designer;
Two mechanical designers;
a hydraulic designer;
An electrical engineer;
a craftsman;
An interpreter.
In addition, one of the technicians needs to know English.
The period is 4 months. 3.8.2 Technical and Manufacturing Trainers This group of personnel goes to Party B to receive the following technical training: processing, welding, parts inspection, assembly, commissioning, testing, final inspection, operation and maintenance of the contract product.
The number and professionalism of this group of personnel depends on which products are being manufactured by Party B at the time (see 3.4 of this Annex) and are recommended by the technical staff group (see 3.8.1 of this Annex). The number of persons dispatched by Party A is not more than 11 (including two translations), and may also be dispatched in batches, with a total term of about four months.
3.9 If Party B starts to manufacture machines similar to contract products after signing the contract, the dispatch time and composition of the two groups of personnel in Sections 3.8.1 and 3.8.2 of this subsidiary file may change to obtain the best. effect. If two groups of personnel are to be dispatched at the same time, the total number of people needs to be agreed by Party A and Party B.
3.10 During the period of X Country, Party A's personnel will abide by the laws of X and the rules and regulations of Party B's factory, and Party B will ensure the safety of Party A's personnel as much as possible.
3.11 Party B will assist Party A to bring notes and materials back to China.
3.12 Party B will receive 3 user representatives to teach the maintenance and use of the contract products for a maximum of 2 weeks, including lectures, and may visit existing machines.
3.13 When Party A's personnel are sick or an accident, Party B will ensure that Party A's personnel receive timely and appropriate free treatment.
Subsidiary file 4
Party B's technical services in China 4.1 Party B will dispatch two outstanding experts to Party A's factory to provide technical assistance during assembly and inspection and inspection for 8 weeks.
4.2 The expenses of Party B personnel specified in Section 4.1 of this Annex File shall be borne by Party A, including in Article 1 of Chapter 3 of this Agreement and in the following clauses. .
4.3 The responsibility of Party B's experts in Party A's factory.
4.3.1 Provide technical guidance to Party A personnel in assembly, inspection and test, and answer relevant technical questions raised by Party A engineers and workers.
4.3.2 Solve problems in drawings and technical data.
4.3.3 Assist Party A to accept the materials and parts provided by Party B before the final assembly.
4.4 The train ticket for repatriation from Beijing to the Chinese factory shall be provided by Party A.
4.5 Party B personnel work 6 days a week in China, 8 hours a day.
4.6 Party A's responsibilities and obligations:
4.6.1 Assist Party B personnel to obtain visas and any other necessary files for visiting and working in China, and strive to ensure their safety during their stay in China.
4.6.2 At Party A's factory, Party A provides free accommodation, working lunch (if required to provide Western food), work clothes, office, any necessary tools and local transportation to and from Party A's factory.
4.6.3 Provide English translation to Party B personnel.
4.7 Party B personnel will abide by Chinese laws and the rules and regulations of Party A's factories during their stay in China.
4.8 In the event of illness or accident of Party B, Party A will provide timely and appropriate free medical care.
Subsidiary file 5
Acceptance of contracted products 5.1 The quality of the contracted products manufactured by Party A shall be the same as the quality of similar products manufactured by Party B. For this purpose, the parts manufactured by Party A for the first contract product must be inspected according to the quality standards established by Party B through mutually agreed methods. The inspection shall be carried out by Party A. Party A shall store the inspection records for future reference.
5.2 Inspection of contract products.
5.2.1 Cooperate with Party A to produce the first contract product as the acceptance product.
5.2.2 Acceptance shall be carried out at Party A's factory, with one or two engineers from Party B participating.
5.2.3 The technical personnel of both parties shall carry out the load test on the acceptance products according to the technical specifications formulated by Party B. If the product passes the inspection and acceptance, the two parties sign the quality certificate in four copies, and each party holds two copies.
Subsidiary file 6
Non-recoverable letter of guarantee issued by Bank of China (format)
Beneficiary: Date of Chinese company:
According to the company (hereinafter referred to as Party B) and the Chinese company (hereinafter referred to as Party A), the first chapter of the technology transfer and cooperative production contract signed:
1. We shall ask Party B to issue a non-recoverable letter of guarantee in the amount of (Pound Sterling) with Party A as the beneficiary.
2. If Party A fulfills its obligations under the contract and Party B fails to deliver the materials to Party A in accordance with Attachment 2 of this contract, we will refund Party A the amount paid by Party A within 15 days after receiving written notice from Party A.
3. This letter of guarantee will be effective from the date of opening to the expiration of the entry fee of 4.2.3 of the payment contract, but no later than 12 months after the letter of guarantee is opened.
Subsidiary file 7
Non-recoverable letter of guarantee issued by Bank of China (format)
Beneficiary: Date of the company:
According to the company (hereinafter referred to as Party B) and the Chinese company (hereinafter referred to as Party A) signed the first chapter of the vertical bending machine technology transfer and cooperative production contract:
1. We shall ask Party A to issue a non-recoverable letter of guarantee in the amount of (GB) in which Party B is beneficiary.
2. If Party B fulfills its obligations under the contract and Party A fails to pay Party B in accordance with the terms of the contract, we will pay Party B the amount payable by Party A within 15 days after receiving written notice from Party B.
3. This letter of guarantee will take effect from the date of the opening, and will expire after Party A has paid the final payment, but no later than 30 months after the letter of guarantee.
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