for the manufacturing of
date of signing: april ____, 1992
place of signing: beijing, china
contract no.: ______
in accordance with bid no. _____under the i. b. r. d. loan no. ____, international tendering company of china national technical import and export corporation beijing prc (here-inater referred to as the "licensee") on the one hand, and ______ company, germany (hereinafter to as the "licensor") on the other hand
whereas the licensor has the technical know-how for design, manufacture, assembly, installation, test, inspection, adjustment, operation, maintenance, management and sale of railway ____as required by licensee;
whereas the licensor has the right and agrees to transfer the above-mentioned technical know-how to the licensee for the manufacture of railway ____ product;
whereas the licensee agrees to introduce the licensor's technical know-how for design, manufacture, maintenance, sale and ex-port of the railway ____ product;
whereas the licensor agrees to supply to the licensee and the licensee agrees to obtain from the licensor a certain amount of parts and components for the assembling and manufacturing of the railway _____ product under other contract.
the authorized representatives of both parties, through friendly negotiations, have agreed to enter into the contract under the terms and conditions as stipulated below ;
article 1:definitions
1.1 "the licensee" means international tendering company of china national technical import and export corporation, beijing, p. r. c.
1.2 "the licensor" means ___ company, germany.
1.3 "the contract" means the agreement entered between the licensee and the licensor, as recorded in the contract signed by both parties including all annexes, attachments and ap-pendices thereto and all documents incorporated by reference therein.
1.4 "the contract price" means the price payable to the licensor by the licensee under the contract for the full and proper performance of its contractual obligations.
1.5 "the contract products" means all the products with the models and specifications and performances which are manu-factured by the contract factory as defined below, in accor-dance with the technology transferred by the licensor to the licensee as stipulated in annex 2 to the contract.
1.6 "the contract factory" means the place where the licensee manufactures the contract products by using the technology supplied by the licensor, that is ____ factory.
1.7 "the technical documentation and software" means all the documents to be supplied to the licensee by the licensor as stipulated in annex ___ of the contract ,it consists of the followings:
a.all the technical indices, drawings, design, technical doc-uments and software relating to the design, manufacture , calculation, assembly, installation, test, management, in-spection , adjustment, operation, maintenance, acceptance test and sale of the contract products;
b.all the technical indices, drawings, design, technical docu-ments and software relating to the inspection, installatiom. commissioning, testing, acceptance, operation and mainte-nance of the contract equipmet;
c.all the technical indices, drawings, technical documents and software relating to the inspection, testing, adjustment, assembly and maintenance of the skd/ckd patrs.
1.8"the technical service" means the technical assistance, su-pervision, instruction, training and other services under the contract to be rendered by the licensor to the licensee as stipulated in annex ____ and annex ____ to the con-tract.
1.9"sinot rans' means china national foreign trade trans-portation corporation, which is the pointed agent of the li-censee for receipt of the technical dcumentation and soft-ware, the contract equipment and the parts at the ports of destination:
a. xingang seaport:
sinotrans, tanggu branch
44 xingang road, tanggu, tianjin, 300450,china telex:
23187 tgftt cn, fax: 022 984757
b. beijing airport:
sinotrans, beijing air freight co.
anjialou liangmaqiao road, beijing, 100621, china
telex: 210205 airft cn
1.10"prc" means the people's republic of china.
1.11"prc" means federal republic of germany
1.12 "the world bank" means the international bank for recon-struction and development (i. b. r. d.) and international devel-opment association.
article2 object of the contract
2.1 the licensor has agreed to transfer to the licensee and the licensee has agreed to obtain from the licensor the technical know-how for the design, manufacture, assembly, installa-tion, test, inspection, adjustment, operation and maintenance and management of the contract products. the name, model, specifications and technical inaices of the contract products are detailed in annex ____ to the contract.
2.2 the licensor has agreed to grant th licensee the license and right to design, manufacture, use, sell in the prc the con-tract products and export the contract products. the license and right are nonexclusive and non - transferable.
2.3 the licensor has agreed to provide the licensee with the technical documentation and software related to the con-tract products. the contents, copies and time of delivery of the technical documentation and software are detailed in annex ____ and annex ___ to the contract.
2.4 the licensor has agreed to dispatch his technical personnel to the contract factory, for technical services. the specidic contenrs and requirements fo the technical services are de-tailed in annex ____ to the contract.
2.5 the licensor has agreed to give the licensee's personnel technical training in licensor's factories and at the contract factory, to ensure that the licensee's technical personnel; shall master the above technical know-how transferred to the licensee. the specific contents and requirements of technical training are detailed in annex _____ to the con-tract.
2.6 the licensor has agreed, upon the request of the licensee for a period of 10(ten) years after the date of validity of the con-tract, to supply the licensee at the most favorable price with the parts, components, raw materials and accessories which are necessary for manufacturing the contract products under a separate contract to be signed in due time.
2.7 the licensor has agreed , upon the request of the licensee for a period of 10 (ten) years after the date of validity of the contract, to supply the licensee at the most favorable price with equipment and softwate which are made or developed by the licensor and are necessary for manufacturing the contract products, and to assist the licensee in obtaining the equipment and software which are made or developed by the third party and are necessary for manufacturing the contract prodcts.
2.8 the licensor has agreed to grant the licensee the license and right to use, on the contract products manufactured by the conrtact factory, the word" made in china under license of "followed by name of the licensor,at the option of the li-censee, provided the contract products can meet the techni-cal and quality requirement as specified in annex ______ of the contract.
article 3 contract price
3.1 the total contract price, which is based on the contents and scope stipulated in article 2 to the contract and the licensor's fulfilment of his opligations under the contract, shall be ____dem, (say: ______ beutsch markonly) details as follows:
3.1.1 price for technical know-how: _____ dem (say:______ deutsch mark only).the breakdown prices of the technical know-how are as follows:
a.
technology transfer fee is :
b.technical documentation and software fee (cip bei-jing port) is _____ dem (say: ______ deutsch mark only).
c.personnel training fee is _______ dem (say: ______ deutsch mark only).
d.technical service fee is _______ dem (say: ______ deutsch mark only).
3.2 the above - mentioned total contract price shall be firm and fixed price for the licensor's obligation under the contract including all expenses incurred for delivery of the technical documentation and software cip beijing airport, china.
artlcle 4 terms of payment
4.1 all the payment stipulated in the contract shall be effected in deutsch mark (dem) through an irrevocable letter of credit partial shipment allowed under the i. b. r. d. loan no.___ for the price for the technical know-how, obtained from the world bank opened in favour of the licensor.
4.2 the liceensee shall within thirty (30) working days after ef-fectiveness of the contract,open an irrevocable letter of credit by the bank of china, beijing in favour of the licen-sor , in a bank in his country nominated by the licensor and accepted by the licensor, for an amount equivalent to the to -tal contract price, the letter of credit shall permit payments as stipulated in article 4. 3.
4.3 payment for the price for the technical know-how
4.3.1 10% (ten percent) of the total price for the technical know - how under article 3, namely----------dem (say: ------------deutsch mark only) shall be paid after the licensor has presented the follow-ing documents provided they are in confirmity with the stipulations of the contract.
a.one photostat copy of valid export license issued by the relevant authorities of the licensors or licensor's subcontractor's country, or one copy of the letter issued by the relevant authority of the licensor's country stating that the valid export license is not required.
b.one original and one copy of the irrevocable letter of guarantee issued by the licensor's bank for a sum of 10% of the total price for the technical know-how in favor of the licensee. the specimen of the little of guarantee is de- tailed in annex ________ to the contract.
c.four copies of the proformal invoice covering the the total price for the technical know-how
d.two copies of the sight draft to be drawn of the li-censee to the bank of china, beijing.
e.four copies of commercial invoice.
the above - mentioned documents shall be presented not earlier than 30 days after effectiveness of the contract.
4.3.2 25%(twenty five percent) of the total price for the techni-sal know - how under article 3, namely ______ dem (say: ______ deutsch mark only) shall be paid after the licensor has delivered the first batch of the technical documentation/software as stipulated in an-nex ____to the contract and against presentation of the following documents provided they are in confirmity with the stipulations of the contract:
a. five copies of the commercial invoice.
b. two copies of the sight draft to be drawn on the li-censee to the bank of china , beijing.
c. five copies of the airway bill for the first batch of the technical documentation and/or software.
d. five copies of the packing list for the first batch of the technical documentation and/or software.
e. two copies of the letter issued by the licensee con-firming that the licensor has delivered to the licensee the first batch of technicall documentation and/or software as stipulated in annex ______ and annex _______
4.3.3 50% (fifty percent) of the total price for the technical know-how under article 3, namely _______ dem (say: _____deutsch mark only) shall be paid after the licen-sor has delivered the last batch of the technical documen-tation / software as stipulated in annex _______ to the con-tract and against presentation of the following documents provided they are in conformity with the stipulations of the contract:
a.four copies of the commercial invoice.
b.two copies of the sight draft to be drawn on the li-censee to the bank of china , beijing.
c.five copies of the airway bill for delivering the last batch of the technical documentation and / or software.
d.five copies of the packing list for delivering the last batch of the technical documentation and / or software.
e.two copies of the letter issued by the licensee confirm-ing that the licensor has delivered to the licensee all technical documentations as stipulated in annex ______
4.3.4 15% (fifteen percent) of the total price for the technical know-how under article 3 , namely ______ dem (say : ______ deutsch mark only) shall be paid after ac - gainst presentation of the following documents provided they are in conformity with the stipulations of the con- tract:
a.four copies of the commercial invoive.
b.two coies of the sight draft to be drawn on the li- censee to the bank of china , beijing.
c.two copies of the acceptance certificate for the con - tract products signed by the both parties.
4.4 the licensee shall have the right to deduct from the perfor - mance bond or relevant payment under megotiation the penalties in form of liquidate damages which licensor shall bay in accordance with the stipulations of the contract.
4.5 the banking charges incurred in the p. r. c. shall be borne by the licensee and those incurred outside the p. r. c. shall be borne by the licensor. the licensor shall bear all inter- est charges in case they occur in the negotiation of the bay - ment, unless these interest charges have been occurred by reasons of default by the licensee.
article 5 delivery of the technical documen-tation and software
5.1 the licensor shall deliver to the licensee the technical doc- umentation and software at beijing airport in accordance with the contents, copies and time stipulated in annex ________ to the contract. the risk of the technical documen- tation shall be transferred from the licensor to the licensee after its arrval at beijing airport, china.
5.2 the data stamped by beijing airport, china shall be the actu- al date of delivery the technical documentation and soft- ware.
5.3 the licensor shall, within two(2) working days , after dis - patching each batch of the technical documentation and / or softwate, inform the licensee and contract factory by telex or fax of the contract number, airway bill numder, airway bill date, documentation number, unmber of barcels, weight, flight and expected arrival date. at the same tim, the licen- sor shall airmail to the licensee and the contract factory each two copies of the airway bill and the detailed list of the technical documentaion/software.
5.4 in case of any loss, damages or shortage caused to the tech- nical documentation and software during the transporta- tion, the licensor shall make supplementary or replaceable delivery to the licensee within 45 (forty-five) days after re-ceiving the licensee'written notice without any charges.
5.5 the technical documentation and software shall be packed in strong cases suitable for long distance transportaion and numerous handling with protective measures against mois-ture and rain.
5.6 the following contents shall be marked on the cover of each package of the technical documentation and software with indelible paint in conspicuous english printed words:
a.contract no. : ______.
b.consignee: international tendering company of china national technical import and export corporation
c.consignee code: _________.
d.destination airport: beijing airport.
e.shipping mark: ________.
f.gross/net weight (kg): _______
g.item no. /case no.: _______
h.dimension (l×w×h in cm):______
5.7 in side of each package of the technical documentation and software, there shall be two copies of the detailed list to i-dentify each part.
5.8 for the delivery of the technical documentation and soft-ware, partial shipment is allowed.transshipment is not al- lowed.
5.9 the technical documentation and software,shall be carried flight belonging to the member countries of the world bank and switzerland.
5.10 the licensor shall efect the insurance, with insurer from eligible source country,for an amount of 110% of the total contract price on " all risks "and " war risk "basis at the licensor's expenses with the licensee as the beneficiary.
5.11 all of the technical documentation and software,and ser- vices supplied under the contract shall have their origin in the countries and areas eligible under the current world bank guideline for procurement.
article 6 technical service and personnel training
6.1 the licensor shall send his skilled, healthy and competent technical personnel to the the contract factory of the licensee to provide technical service on site in accordance with the stipulations of the contract. the stipulation, the number of personnel, speciality, task, content and duration in prc are detailed in annex ______ to the contract.
6.2 the licensor shall provide assistance for entry any exit visa, work and life in prc for the licensor's technical service personnel. the treatment conditions of the licensor's techni- cal personnel in prc are detailed in annex _______ to the contract.
6.3 the licensor's technical personnel sent to prc for the tech- nical service shall observe the laws of the people's republic of china and rules and regulations of the contract factory in the period of service in prc.
6.4 the licensee shall send his technical personnel to the rele-vant factories of the licensor for technical training. the number of bersonnel, speciality, content, duration and re - quirement of training are detailed in annex ______ to the contract.
6.5 the licensor shall provide assistance for entry and exit visa and shall provide the facilities necessary for the technical training for the licensee's trainees. the treatment condi-tions of the trainees in the licensor's country are detailed in annex ______ to the contract.
6.6 the licensee's personnel under training shall observe the laws of the licensor's country and the rules and regulations of the licensor's factories in the period of training.
article 7 acceptance of the contract products
7.1 in order to verify the completeness, correctness and reliabili- ty of the technical documentation and software supplied by the licensor under the contract, the licensor shall, at his own expense send his representatives to carry ort acceptance test on the contract products jointly with the technical per-sonnel of the licensee in the contract factory. the specific procedure of the acceptance test and the standard of the ac- ceptance are detailed in annex ________ to the contract.
7.2 if the technical performances of the contract products spesi-fied in annex ___ to the contract are achieved in the ac-ceptance tests, both parties' authorized representative shall sign four copies of the acceptance certificate for the contract products and ,two copies for each party.
7.3 if any technical performance of the contract products speci-fied in annex _____ to the contract is not achieved in the acceptance tests, both parties shall have friendly consulta-tion and discussion and jointly analyse the causes and take measures to eliminate the defect. the second acceptance test shall be carried out after the defects have been eliminated.
7.4 if the responsibility for the failure of the first acceptance test lies with the licensor, the licensor shall, at his own expens-es, take measures to eliminate the defects, again send his technical personnel to participate in the second acceptance test and shall bear all the expenses incurred in the second ac-ceptance test including the expenses for the materials used in the second acceptance test. if the responsibility for the fail-ure of the first acceptance test lies with the licensee, the li-censee shall, at his own expenses, take measures to eliminat-ed the defects and bear all the relevant expenses incurred in the second acceptance test.
7.5 if it is due to the licensor's responsibility that any technical performance of the contract products specified in annex ______ to the contract is still not achieved in the second ac-ceptance test, the licensor shall compensate the licensee for the direct expensee sustained by the licensee ,for the accep-tance test, and shall at his own expenses, take measures to eliminate the defects and send his technical personnel to par-ticipate in the third acceptance test including the expenses for the materials used in the third acceptance test. if the re-sponsibility for the failure of the second acceptance test lies with the licensee, the licensee shall, at his own expenses, take measures to eliminate the defects and bear the relevant expenses incurred in the third acceptance test.
7.6 if it is due to the licensor's responsibility that any technical performance of the contract products specified in annex _____ to the contract is still not achieved in the above - mentioned three acceptance tests, the stipulations in clause 8.7 shall be applied. if the responsibility for the failure of the above-mentioned three acceptance tests lies with the licensee, then both parties shall discuss and agree upon fur-ther execution of the contract.
article 8 guarantees and claims
8.1 the licensor shall guarantee that the technical documenta-tion and software supplied by the licensor to the licensee in accordance with the contract shall be of the latest and well-proved technical documentation and softwate which ate actually used by the licensor and that the improved, modified and developed technical documentation and soft-wate shall be supplied in time by the licensor to the li-censee in the course of implementation of the contract,with-out charge.
8.2 the licensor shall guarantee that the technical documenta-tion and software supplied by the licensor to the licensee in accordance with the contract shall be complete, correct and legible, and shall be delivered in time in accordance with the stipulations in annex _______ to the contract.
8.3 if it is found by the licensee that the technical documenta-tion and softwate supplied by the licensor is not in confor-mity with the stipulations in annex ______ to the contract and clause 8.2 to the contract, the licensor shall mail the related technical documentation to licensee free of charge within 30 (thirty) days after receiving the licensee's written notice.
8.4 if the licensor fails to deliver the technical documentation and software in accordance with the time schedule stipulat-ed in annex ______ to the contract and clause 8.3, the li-censor shall pay to the licensee penalties for late delivery of the technical documentation and softwate at the following rates:
0.5%(point five percent) of the total contract price of the technical documentation and softwate for each full week of late delivery. the above-mentioned total penalties shall not exceed 5% (five percent) of the total contract price of this contract.
the penalty paid shall be in the form of liquidated dam-ages and shall fully indemnify the licensee for all costs in-curred as a result of such edlay.
8.5 payment of penalty made by the licensor to the licensee in accordance with the stipulation in clause 8. 4 to the con-tract shall not release the licensor from his obligations to continue to edliver the technical documentation and soft-ware which is subject to penalties for late delivery.
8.6 if the period for late delivery of the technical documentation and software exceeds 6 (six) months, the licensee shall be entitled to terminate the contract. in such case, the licensor shall return to the licensee the total amounts which the li-censee has already paid plus interest at the rate of 12% per annual thereon.
8.7 if it is due to the licensor's responsibility that any technical performance of the contract products is not achieved in the acceptance tests, the case shall be edalt with in the following manner:
if it is due to the licensor's responsibility that any technical performance of the contract products specified in annex ______ to the contract is not achieved, and the licensee can not put the contract products into production, the licensee shall be entitled to terminate the contract. in the case of ter-mination of the contract, the licensor shall return to the li-censee the total amounts which have already been paid by the licensee to the licensor plus interest at the rate 12% per annual thereon and compensate the licensee for direct losses upon mutual agreement.
if it is due to the licensor's responsibility that only some of the technical performances of the contract products speci-fied in annex ______ to the contract are not achieved,but the licensee still can put the contract products into produc-tion, the licensor shall compensate licensee for the direct expenses at an amount of 5%-10%(five to ten percent) of contract price according to the significants of the discrepan-cy.
artilce 9 infringements and confidentiality
9.1 the licensor shall guarantee that the licensor has lawful ownership of all the technical know - how , the technical documentation and software supplied by the licensor to the licensee in accordance with the contract, and that the licensor has the right to transfer the technology and supply the contract equipment and the parts to the licensee. in case any third party brings a charge of infringement, the li-censor shall take up the matter with the third party and bear all legal and financial responsibilities which may arise.
9.2 both parties shall keep secter all technical know- how, tech-nical documentation and all the information of hydrology, ge-oldgy and production of the contract factory regarding the business of the other party, being either technical ot aom-mercial of nature, during the validity period of the contract as well as thereafter for a period of 10 years. if a part of the whole of such know - how, information or documentation be-comes or is made publicly known. either the party knowning such know- how, in formation or documentaion or through a third party, the other party shall no longer be held to his secrecy obligation.
9.3 the licensee shall have the right to use the technical know - how and the technical documentations and software supplied by licensor to design, manufacture and sell the contract products after the termination of the contract.
article 10 taxes and duties
10.1 all taxes and duties in connection with and in the execu-tion of the contract to be levied by the government of the prc on the licensee in accordance with the chinese tax laws and regulations in effect shall be paid by the li-censee.
10.2 all the taxes and duties in connection with and in the exe-cution of the contract to be levied by the government of the prc on the licensor in accordance with the tax laws in effect and the "agreement between the government of the people's republic of china and the government of federal republic of germany for the reciprocal avoidance of dou-ble taxation and the provention of fiscal evasion with re-spect to taxes on income and property" shall be borne by the licensor.
10.3 all the taxes and duties in connection with and in thee exe-cution of the contract to be levied outside the prc shall be paid by the licensor.
article 11 performance bond
11.1 the licensor shall, within thirty (30) calendar days after signing of the contract, furnish a performance bond to the licensee,issued by the bank of china ,beijing against the counter-guaranteeissued by a foreign bank to the bank of china ,bejing; in the amount of the (10) percent of the total contract price. the performance bond shall remain valid until the acceptance of the contract products and ex-piration of the guarantee period of the contract equip-ment.
11.2 the performance bond shall be furnished by the licensor by a bank guarantee in the form as stipulated in annex _______- to the contract.the cost thereof shall be borne by the licensor.
11.3 in case the licensor fails to perform any of his obligations under the contract, the licensee shall have the right to have a recourse from the performance bond.
article 12 force majeure
12.1 if either of the contracting parties is prevented from execut-ing the contract by such cases of force majeure as war, seri-ous flood, fire, typhoon and earthquake or other cases which are agreed upon by both parties as cases of force majeure, the time for performance of the contract shall be extended by a period equivalent to the effect of such cases.
12.2 the affected party shall notify the other party of cases of force majeure occurred by telex, cable or fax as soon as possible and shall send by registered airmail, within 14(fourteen) days thereafter, a certifcate issued by the au-thority or department concerned to the other party for con-firmairon.
12.3 should the effect of the force majeure cases last for more than 120(one hundred and twenty) days, both parties shall settle the problem of further execution of the contract through friendly consultation as soon as possible.
article 13 settlement of disputes
13.1 all the disputes in connection with or in the execution of the contract shall be settled by both parties through friendly consultations. in case no settlement to the dis-putes can be reached by both parties through friendly con-sultations,the disputes shall be settled through arbitra-tion.
13.2 the arbitration shall take place in stockholm, sweden, and be conducted by the arbitration institute of chamber of commerce in stockholm according to the provisional proce-dures and rules of the said arbitration commission.
13.3 the arbitration award shall be final and binding on both parties.
13.4 the arbitration fee shall be borne by the losing party, ex-cept as otherwise awarded by the said arbitration commis-sion.
13.5 in course of arbitration, both parties shall continue to exe-cute the contract except the part of the contract which is under arbitration.
article 14 effectiveness of the contract and miscellaneous
14.1 this contract is signed by the authorized representatives of both parties on ______ in beijing. both parties shall file ap-plications with their respective governments for ratification of the contract, if required. the date of effectiveness of the contract shall be the date of last happening of the follow-ings:
a.ratification of the contract from the last party.
b.approval of the contract by the world bank.
c.the licensee's receipt of the performance bond.
both parties shall do their utmost to obtain the ratification,and shall advise the other party by telex or fax and send a letter for confirmation.
14.2 if the contract cannot come into force within 6 (six) months after the date of signing the contract, both parties shall have the right to cancel the contract.
14.3 the contract shall be in force for 5 years from the effective date of the contract. after the expiration of its term of va-lidity, the contract shall automatically become null and void.
14.4 the outstanding creditor's right and edbts between both parties at the expiration of the contract shall not be influ- enced by the expiration of the contract. the debtor shall continue to pay the creditor the outstanding debts.
14.5 this contract is made out in the english language in two o-rigingals, one for each party.
14.6 the contract is formed by article i to article 15 and annex i to annex ______. the text and annex of the contract shall be integral parts of the contract and have the same le-gal force.
14.7 any changes, amendment, supplement and subtractions to the stipulations of the contract shall be valid after both parties' authorized representatives have signed written doc-uments which shall form integral parts of the contract and shall have the same legal force as the contract.
14.8 in the course of implementation of the contract,all the communications between both parties shall be in the eng-lish language. formal notice shall be in written form in du-plicate and be sent by registered airmail.
14.9 notwithstanding the stipulations in clause 14. i of this clause of this contract, both parties shall have the right to terminate this contract which has already or may become effective,if the contract no. ______-has not come into effect not due to the licensor's responsibility within 3 months after signing this contract. in case that the con-tract no. _______ can not become effective due to the licensor's responsibility within 3 months after the signing of thes, the licensee shall have the right to decide within two months thereafter whether or not to terminate this ontract. in such cases of termination, both parties shall settle account through friendly consultation as regard to compensation of payment and expenses already made by each party.
article 15 legal addresses
15.1 the licensee:
name: international tendering company of china national technical import & export corporation
address: import buiding, er li gou, xijiao, beijing, china
telex: 22075 ctctc cn
fax: 01 8315966
15.2 the licensor:
name: ______ company, germany
address: ______ germany
telex: _______
fax: ________
15.3 signature of the both parties'authorized representatives:
licensee (signature) licensor (signature)
our contract template database is complied in accordance with laws of p.r.china.this english document is translated according to its chinese
