Contract for Equipment Sales and Technology LicensingContract No.This Contract (hereinafter referred to as the “Contract”) is made and entered into as of (the date of signature ) in (theplace of signature) through friendly negotiation by and between ,a company incorporated and existing under the laws of with itsregistered address at , and with its principal place of businessat (hereinafter referred to as the “Buyer”), and ,a company incorporated and existing under the laws of the People's Republic ofChina with its registered address at , and with its principalplace of business at (hereinafter referred to as the “Seller”).Whereas, the Buyer desires to engage the Seller to provide the Equipment, related design, Technical Documentation, Technical Service and Technical Training and to obtain from the Seller a license of Patent and/or Know-how inrelation to the Erection, Test Run, Commissioning, Performance Test，operationand maintenance for the Equipment, as well as manufacture of the Contract Products. Now it is hereby mutually agreed as follows:Article 1 Definitions1.1 “Acceptance ”means the Buyer accepted the Equipment in accordance withArticle 11.5.1.2 “Commissioning” means the operation of the Equipment in accordance withArticle 11.4 for the purpose of carrying out Performance Test.1.3 “Contract” means this Contract signed by and between the Buyer and theSeller, including Appendices attached which shall form an integral part ofthis Contract.1.4 “Contract Products” refers to all types of the products manufactured with Patent and/or Know-how under the Contract, details of which are specifiedin Appendix 1.1.5 “Destination Airport” refers to Airport.1.6 “Effective Date of the Contract” means the date when the Contract entersinto force upon fulfillment of all the conditions stated in Article 18.1.1.7 “Equipment” means the equipment, machinery, instruments, spare parts andmaterials supplied by the Seller as listed in Appendix 3.1.8 “Erection” means placing the Equipment to the positions according to thedesign drawings, and connecting it with relevant equipment and utilities.1.9 “Improvement” refers to new findings and/or modifications made in thevalidity period of the Contract by either party on Patent and/or Know-how inthe form of new designs, formulas, recipes, ingredients, indices, parameters,calculations, or any other indicators.1.10 “Job Site” means the site where the Equipment shall be located and/or erected, namely .1.11 “Know-how” refers to any valuable technical knowledge, data, indices,drawings, designs and other technical information, concerning the Erection,Test Run, Commissioning, Performance Test，operation and maintenance for theEquipment as well as manufacture of the Contract Products, developed and ownedor legally acquired and possessed by the Seller and disclosed to the Buyer bythe Seller, which is unknown to either public or the Buyer before the Date ofEffectiveness of this Contract, and for which appropriate protection measureshave been taken by the Seller for keeping Know-how in secrecy. The specific description of Know-how is set forth in Appendix 3.1.12 “Last Shipment” means the shipment with which the accumulated invoicevalue of shipped goods has reached ( ) percent ofthe total Equipment price.1.13 “Patent” refers to any and all of the effective patent rights possessedby the Seller and licensed to the Buyer under the Contract in connection withthe Erection, Test Run, Commissioning, Performance Test,operation and maintenance for the Equipment, as well as manufacture of the Contract Products,the No. and list of which are set forth in Appendix 3.1.14 “Performance Test” means the tests for examining whether the Equipmentis able to meet guarantee figures specified in Appendix 1.1.15 “Technical Documentation” means the technical indices and data, specifications, drawings, processes, technical and quality standards, andother documents carrying the descriptions and explanations of Patent, Know-howand other technical information, in connection with the Erection, Test Run,Commissioning, Performance Test，operation and maintenance for the Equipment,as well as manufacture of the Contract Products, to be provided by the Selleras listed in Appendix 4.1.16 “Technical Service” means the technical instruction, assistance andguidance rendered by the Seller as per Appendix 6.1.17 “Technical Training ”means the training rendered by the Seller as perAppendix 7.1.18 “Test Run”means the initial run of a single machine or the whole systemof the Equipment without materials.1.19 “Warranty Period”means the period of the warranty given by the Seller as specified in Article 12.2, during which the Seller is responsible for thedefects of the Equipment as per Article 12.Article 2 Scope of the Contract2.1 The Seller's Obligation2.1.1 The Seller shall supply the Equipment, provide the design, Technical Documentation, and conduct the Technical Service and Technical Training,andgrant the Buyer a right to use the Patent and/or Know-how as set forth in theContract.2.1.2 The Seller shall supply the Equipment which is listed in Appendix 3, thespecification is detailed in Appendix 1.2.1.3 The Seller shall provide design in accordance with Appendix 5, and submit to the Buyer the Technical Documentation listed in Appendix 4.2.1.4 The Seller shall conduct the Technical Services at the Job Site as perAppendix 6.2.1.5 The Seller shall conduct the Technical Training as per Appendix 7.2.2 The Buyer's Obligation2.2.1 The Buyer shall at his own costs and expenses, provide the Seller withall information and data concerning the design as per Appendix 2. The Buyer shall ensure the completeness, correctness and accuracy of all such information and data.2.2.2 The Buyer shall at his own costs and expenses, obtain all necessary import permits, undertake customs clearance, take delivery of the Equipment tobe supplied by the Seller and transport them to the Job Site in time.2.2.3 The Buyer shall at his own costs and expenses, perform all the civil works, construction, Erection, Test Run， Commissioning and Performance Testin accordance with the Technical Documentation under the Technical Servicesrendered by the Seller as per Appendix 6.2.2.4 The Buyer shall at his own costs and expenses, supply all the equipments,spare parts and facilities required, except for the Equipment supplied by theSeller as per Appendix 3.2.2.5 The Buyer shall at his own costs and expenses, provide the qualified andappropriate technical personnel, labor, tools, utilities and the Job Site intime for Erection, Test Run, Commissioning, and Performance Test as specifiedin Appendix 2.2.2.6 The Buyer shall at his own costs and expenses, perform necessary administration and security guard at the Job Site.Article 3 Grant of License3.1 The Seller agrees to grant to the Buyer and the Buyer agrees to obtain from the Seller a license to manufacture the Contract Products as well as toconduct Erection, Test Run, Commissioning, Performance Test, operation andmaintenance for the Equipment with Patent and/or Know-how as well as to useand sell the Contract Products. The name, model, specification, and technicaldata of the Contract Products are detailed in Appendix 1. The Buyer shall notmake use of Patent and/or Know-how for any purposes other than those stipulated in the Contract without prior written approval from the Seller. Theannual output of the Contract Products manufactured by the Buyer shall in nocase exceed .3.2 (Option 1) The license granted under the Contract shall be an exclusive license. The Seller shall not retain its right to grant the licenses to anythird parties, or to explore Patent and/or Know-how as well as to sell theContract Products by itself within the territory specified in Article 3.4. (Option 2) The license granted under the Contract shall be a non-exclusive license. The Seller shall retain its right to grant the licenses to any thirdparties, and to explore Patent and/or Know-how as well as to sell the ContractProducts by itself within the territory specified in Article 3.4.3.3 The license granted under the Contract shall be a non-transferable andnon-sublicensing license, under which the Buyer shall neither be entitled totransfer nor grant sub-license to any third party without prior written approval from the Seller.3.4 Territory3.4.1 The Seller agrees to grant the license to the Buyer only within the territory of (country or region). The Buyer shall not explorePatent and/or Know-how in any place other than the Job Site without previouswritten consent of the Seller.3.4.2 The Seller agrees to grant a license to the Buyer to use and sell theContract Products only within the territory of (Country or region). In case the Buyer fails to perform its obligations under this Clause,all the actual losses and damages thus incurred to the Seller shall be borneby the Buyer, and the Seller shall have the right to terminate the Contract without prejudice to any remedies specified in the Contract.Article 4 Price4.1 The Buyer agrees to pay the total Contract price, Technical Training andTechnical Service fee to the Seller.4.2 The total Contract price, including price of the Equipment, design, Technical Documentation and a license fee in a fixed amount, shallbe (say only).The breakdown price is as follows:The price for Equipment is (say only).Fee for design is (say only).Fee for Technical Documentations is (say only).License fee is (Say: only).4.2.1 The total Contract price for the Equipment is for deliveryCIF Port, and the Technical Documentations is for delivery CIP (by air) Airport. CIF and CIP term shall be interpreted inaccordance with INCOTERMS 2000, issued by the INTERNATIONAL CHAMBER OF COMMERCE (ICC).4.2.2 The total Contract price includes the price for spare parts listed inAppendix 3. However, the total Contract price does not cover the supply of anyother spare parts. At the Buyer's request, the Seller may provide with anyother spare parts. A separate agreement shall be signed between the parties.4.2.3 The above price is fixed and firm.4.3 The total Contract price does not cover the Technical Service fee and Technical Training fee specified in Appendix 6,7.4.4 The total Contract price as well as the Technical Training and TechnicalService fee shall not be regarded or in any way be explained or interpreted ascovering any of the custom duties, taxes, or charges, fees, and expenses unless expressly listed in the Contract.Article 5 Payment5.1 Down PaymentWithin ( ) days after signing the Contract, theBuyer shall pay ( ) percent of the total Contractprice amounting by T/T to the Seller. ......................The Beginning of Option.......................5.2 [Option One: Payment by Sight L/C]The balance of the total Contract priceamounting ( says only ) shall be paid byan irrevocable Letter of Credit at sight, issuedwithin ( ) days after signing the Contract by a reputable bank in acceptable to the Seller in favor of the Seller.The Letter of Credit shall be available upon the presentation of the followingdocuments till (specific expiration date or a specificcircumstance for the expiration of the Letter of Credit).5.2.1 ( ) percent of the total Contract price amounting (say only) shall be paid by the Buyer tothe Seller within days after the following documents have beensubmitted by the Seller:(a) Bill of Lading in one (1) originaland ( ) copies;(b) Commercial Invoice in one (1) originaland ( ) copies;(c) Packing list in one (1) original and ( ) copies;(d) Certificate of Origin in one (1) originaland ( ) copies;(e) Insurance Policy in one (1) original and ( )copies;5.2.2 ( ) percent of the total Contract price amounting (say only) shall be paid by the Buyer tothe Seller within days after the following documents have been submittedby the Seller:(a) One (1) copy of the Acceptance Certificate signed by the Buyer as per Article 11.5, or the Seller's written statement specifying the lapse of morethan seven (7) days after the Seller's notice requesting the Buyer to issue the Acceptance Certificate in accordance with Article 11.5;(b)One ( 1 ) copy of commercial invoice.5.2.3 ( ) percent of the total Contract price amounting (say only) shall be paid by the Buyer tothe Seller within days after the following documents have been submittedby the Seller:1.a) One (1) original Letter of Retention Guarantee in the form of Appendix 10;2.b) One (1) copy of Commercial Invoice.5.2 [Option Two: Payment under a L/G]The balance of the total Contract priceamounting (say only ), plus interest for deferredpayment in the amount of (say only ),totaling (say only ) as detailed in Appendix 12shall be paid by the Buyer by installments as specified in Appendix 12 andbacked by an irrevocable Letter of Guarantee in favor of the Seller as per theAppendix 11, issued within ( ) days after signingthe Contract by the reputable bank in acceptable to the Seller.......................The End of Option.......................5.3 All the banking charges incurred in the Seller's bank shall be borne bythe Seller while those incurred outside the Seller's bank shall be borne bythe Buyer.Article 6 Delivery of Equipment and Technical Documentation6.1 The Delivery of the Equipment6.1.1 The delivery of the Equipment listed in Appendix 3 shall be completed within ( ) months from the Effective Date of theContract.6.1.2 Within ( ) months after the Effective Date ofthe Contract, the Seller shall send to the Buyer a preliminary delivery schedule by fax.Not later than ( ) days before the first shipment,the Seller shall submit to the Buyer the final delivery schedule in three (3)copies indicating Contract number, dispatch number, name of the Equipment,quantity, approximate dimensions, volume of each package and time of each shipment.6.1.3 The port of shipment is , while the port of destinationis .6.1.4 Advance shipment, partial shipment and transshipment are allowed, however, the Seller shall inform the Buyer thirty (30) days before such shipment.6.1.5 The date of Bill of Lading for each shipment shall be considered as theactual delivery date.6.1.6 The Seller shall notify the Buyer by fax of the following within five (5)working days after each shipment is effected:(a) Contract number(b) Name of the vessel and loading port(c) Name of the Equipment shipped(d) Number and date of Bill of Lading(e) Total volume(f) Total gross and net weight(g) Total number of packages/cases6.1.7 The Seller shall airmail the following documents in duplicate to theBuyer:(a) Bill of Lading(b) Commercial Invoice(c) Packing List(d) Certificate of Origin(e) Insurance Policy.6.2 The Late Delivery of the Equipment6.2.1 If the Seller fails to deliver the Equipment in accordance with the final delivery schedule, the Seller shall pay to the Buyer liquidated damagesfor such delay at the following rates:(a) From the first week to the fourth week, the liquidated damages shall be ( ) percent of the value of the delayedportion of the Equipment per week.(b) From the fifth week to the eighth week, the liquidated damages shall be ( ) percent of the value of the delayedportion of the Equipment per week .(c) From the ninth week, the liquidated damages shallbe ( ) percent of the value of the delayedportion of the Equipment per week.6.2.2 The fractions of four days or more shall be counted as one week and fractions of less than four days shall be omitted. The total aggregate amountof the liquidated damages shall notexceed ( ) percent of the value of the delayedportion Equipment.6.2.3 The Seller shall be released from the liability to the Buyer whatsoeverin respect of the late delivery after his payment of liquidated damages inaccordance with Article 6.2. Notwithstanding the Seller's payment of the liquidated damages for the late delivery Equipment, the Seller shall not bereleased from his obligation to deliver the Equipment.6.3 The Delivery of the Technical Documentation6.3.1 The Technical Documentation listed in Appendix 4 shall be delivered CIP airport by air within ( ) monthsafter the Effective Date of the Contract.6.3.2 The date of airway bill shall be regarded as the actual delivery date ofthe Technical Documentation.6.3.3 Within ( ) working days after sending eachlot of the Technical Documentation, the Seller shall inform the Buyer of theContract number, item number, number and date of airway bill and the flight.6.3.4 In case of shortage, loss of or damage to the Technical Documentation due to the Seller's reason, the Seller shall make supplement to the Buyer within ( ) days after receiving the Buyer's writtennotification without any further charge.Article 7 Packing and Marking7.1 The Equipment shall be packed to withstand long distance transportation,multiple handling.7.2 The Seller shall mark the following on two opposite sides of each packagewith indelible painted English words:(a) Destination(b) Consignee(c) Contract number(d) Shipping mark(e) Gross/net weight (kg)(f) Case/ bale number(g) Dimensions: L x W x H (cm)7.3 Each package shall contain one (1) copy of packing list.7.4 The Seller shall mark on the package, if necessary, “Handle with Care, “Right Side Up, “Fragile or other indicative marks according to the characteristics and feature of the goods as well as different requirement fortransportation, loading and unloading of the goods.7.5 If the goods weigh three (3) or more than three (3) metric tons, gravity,hoisting position and illustrative marks shall be marked so as to facilitateloading, unloading and handing.7.6 All Technical Documentation provided by the Seller shall be properly packed to withstand long distance transportation and multiple handling. Thesurface of each package shall be marked with the following words:(a) Destination(b) Consignee(c) Contract number(d) Gross/net weight (kg)(e) Item number(f) Dimensions: L x W x H (cm)Article 8 Technical Service and Technical Training8.1 The Seller shall dispatch technical personnel to Job Site to render Technical Service in accordance with Contract according to a time schedule agreed upon between both parties. The number, specialty, rank, treatment ofthe personnel, and payment as well as the contents, and requirements ofTechnical Service are specified in Appendix 6.8.2 The Buyer shall have the right to send its technical personnel to the relevant factory selected by the Seller for training. The number, speciality,treatment of the personnel, and payment as well as the contents, time schedule,and requirement of training, are specified in Appendix 7.8.3 Either party shall provide assistance to the other party's technical personnel in their application for visa, working permit, and/or other necessary formalities for rendering Technical Service or training under theContract in the other party's factory.8.4 Either Party's technical personnel shall abide by the laws of the other party's country and the regulations of the other party during their stay inthe other party's country.Article 9 Standards and Inspection9.1 The Seller shall carry out the design, manufacture, inspection and test ofthe Equipment according to the existing standards of the People's Republic ofChina, namely GB.9.2 The Seller or the manufacturer shall, at his own costs and expenses, inspect the Equipment and issue the ex-work quality certificate.9.3 The open-case inspection of the Equipment shall be performed by the Buyerin the presence of the Seller's representatives on the Job Site in days afterthe arrival of the Equipment at the Job Site. The open-case inspection feeshall be borne by the Buyer.The Buyer shall inform the Seller of the date one (1) month before the date ofopen case inspection and shall also render assistance to the Seller's representatives in their inspection work.9.4 During the joint open-case inspection, a detailed inspection record shallbe made and signed by the representatives of both parties.In case the Seller is responsible for any defect or shortage of the Equipment,the inspection record shall be taken as an effective evidence for the Buyer toclaim repair, replacement or supplement to the Seller. Any of such claimsshall be lodged by the Buyer within month(s) after the arrival of the Equipment at the Job Site.9.5 If any shortage, defect of or damage to the Equipment is found in open-case inspection not attributable to the Seller's responsibility, the Sellershall make repair, replacement or supplement at the Buyer's expenses in accordance with the separate agreement signed by both parties.9.6 The Buyer is not entitled to open the case, assemble and/or disassemble the Equipment without the Seller's prior written consent.If there is no joint open case inspection due to the reasons not attributableto the Seller, the quantity and apparent quality of the Equipment shall bedeemed correct and in perfect condition.Article 10 Design and Design Liaison10.1 The Buyer shall provide to the Sellerwithin ( )days after the Effective Date of the Contract, all the design data which shall be taken as the design basis. TheSeller shall not be liable to the Buyer for, and the Buyer shall indemnify theSeller and hold the Seller harmless from any damages or failure caused by theincompleteness, incorrectness and/or inaccuracy of any such information anddata.10.2 A design liaison meeting shall be held inthe ( ) month after receiving above mentioneddesign data, the Seller will dispatch his technical personnel to the Job Siteto participate in the meeting. During the meeting period, the Seller will discuss with the Buyer the relevant design details. Both parties shall sign anagreement outlining the design details.10.3 During the design liaison meeting, the Seller and the Buyer shall provideassistance to the other's dispatched personnel in arranging entry visas to therespective countries. The expense incurred on the dispatched personnel shallbe borne by the party respectively.Article 11 Erection, Test Run, Commissioning, Performance Test andAcceptance11.1 The Erection, Test Run, Commissioning, Performance Test shall be conducted by the Buyer.11.2 Chief Representatives11.2.1 Each party shall nominate one (1) Chief Representative to deal with thetechnical matters during the period from the start of the Erection to Acceptance of the Equipment.11.2.2 Detailed arrangements shall be made through friendly discussions by theChief Representatives of both parties. The Chief Representatives of both parties shall fully cooperate to carry out their duties stipulated in the Contract, however they have no right to revise, alter or amend the Contract without the written authorization of both parties.11.2.3 The Chief Representatives of both parties shall communicate throughLinking Sheet for the matters relative to opinions, suggestions and information. The linking sheet shall be countersigned by the other party.11.3 Erection and Test Run11.3.1 The Erection shall be completed by the Buyerin ( ) days from the effective date of the Contract.The Seller's Chief Representative shall arrive at the JobSite ( )days prior to the beginning of the Erection.11.3.2 When Erection is completed and in full conformity with requirements ofthe Technical Documentation, a Certificate of Completion for Erection of theEquipment shall be signed by the Chief Representatives of both parties in two(2) originals, one for each party, within three (3) days. The date of signingsaid Certificate shall be deemed as the date of completion of Erection.11.3.3 As soon as the completion of Erection, Test Run for single machine andthe whole system of the Equipment shall be started.11.3.4 When Test Run has been successfully performed, a Certificate of Completion for Test Run of the Equipment shall be signed by the Chief Representatives of both parties in two (2) originals, one for each party, within three (3) days. The date of signing the said Certificates shall bedeemed as the date of completion of Test Run of the Equipment.11.4 Commissioning and Performance Test11.4.1 Within ( ) days after the completion of theTest Run, the Buyer shall make available qualified operation and maintenancepersonnel, raw materials, spare parts, utilities and other matters requiredfor the Commissioning. Detailed procedures such as instrument calibrating,items of recording, sampling methods and analyzing methods, which are necessary for the Commissioning shall be discussed and agreed upon by the Chief Representatives of both parties.If in the opinion of both parties, the Equipment is ready for the Commissioning, both parties shall confirm the readiness for the Commissioningin writing.11.4.2 The Commissioning of the Equipment shall be started immediately afterthe confirmation of the readiness for the Commissioning. The Commissioningperiod shall ( ) days after commencement of the Commissioning.11.4.3 When the Seller and the Buyer consider that stable operation of theEquipment has been achieved, the date of Performance Test shall be fixed byChief Representatives of both parties.11.4.4 The Seller shall have the right to access to the laboratory and testingfacilities in order to take samples and make analytical tests. The sample taking and analytical test during the Commissioning period will be done in thepresence of the Chief Representatives of both parties.11.4.5 During the period of Commissioning until Acceptance of the Equipment,the Seller may use the Buyer's stored spare parts. Should the Buyer's storedspare parts be used by the Seller due to the Seller's responsibility, the Seller shall replenish the stores with the same in time at Job Site; otherwisethe Seller shall provide the same at the Buyer's costs upon the Buyer's timelyrequest.11.4.6 If the result of Performance Test has reached the guarantee figures asper Appendix 1, the Acceptance Certificate of the Equipment shall be signed bythe Chief Representatives of both parties in two (2) originals, one for eachparty, within three (3) days.11.4.7 If the Performance Test cannot meet guarantee figures specified inAppendix 1, both parties shall jointly make investigations so as to find outthe reason for clarifying the responsibility.11.4.8 If the guarantee figures are not met due to the Seller's reason, theBuyer shall agree to give an extensionof ( ) months so that the Seller can makeimprovement or adjustment to the Equipment and conduct further PerformanceTest. All the costs and expenses for making improvement or adjustment to theEquipment shall be borne by the Seller.11.4.9 During the extension period, if the guarantee figures are still not metdue to the Seller's reason, the Seller shall pay the liquidated damages as perAppendix 1 to the Buyer against the Acceptance Certificate signed by both parties.The Seller's aggregate liability to pay liquidated damages for failure toattain the performance guarantees shall notexceed ( ) percent of the Equipment price. TheSeller shall have no further liability whatsoever to the Buyer in respect ofsuch failure after payment of the liquidated damages.11.4.10 If the non-achievement of the guarantee figures is due to the reasonsnot attributable to the Seller, the Seller shall agree to give an extension of ( ) months. During the extension period allcosts thereto incurred for the adjustment of the Equipment, as well as thecosts and expenses for the Seller's technical personnel shall be borne by theBuyer. In case the guarantee figures still can not be achieved due to the reasons not attributable to the Seller in the extension period, the Equipmentshall be accepted by the Buyer. Both parties shall sign the Acceptance。