CONTRACT
This CONTRACT (“the CONTRACT”) made and entered into this th day of ,20 by and between a corporation duly organized and existing under the laws of ABC ( “Buyer” ) and SAMCO, a corporation duly organized and existing under the laws of Islamic Republic of Iran ( “Supplier”).
WITNESSETH THAT:
WHEREAS, Buyer is desirous of purchasing the machinery, equipment and technical services attached hereto,
Whereas, Supplier in compliance with Buyer’s desires has agreed to design, manufacture and supply the aforesaid machinery and equipment and arrange to make
, a corporation duly organized and existing under the laws of Islamic Republic of Iran (“Manufacture”) provide supervising services thereof so that plant can be completed on or before the target date, NOW THEREFORE, in view of the foregoing premises and in consideration of the mutual covenants and undertakings hereinafter provided, the parties hereto agree as follows:
Article 1 Definition
The following terms and abbreviations when used in the contract will have the meaning herein assigned to them, unless their use in the context is clearly inconsistent with such meanings:
۱٫۱ plants means manufacturing plant to be established in ABC.
۱٫۲ Equipment means any material, article, goods, merchandise, machinery, equipment, including apparatus, instruments, spare parts, accessories, and /or services related to the equipment to be supplied by the supplier, under the contracts and amendments hereto.
۱٫۳ contract means the agreement between ( in respect of the plant) Buyer and Supplier, for the execution of the works whatsoever made, including therein all documents to which reference may properly be made in order to ascertain the rights and obligations for the parties under the agreement.
۱٫۴ work/works mean and include design manufacture and supply of Equipment to be rendered by the Supplier and Supervision Services by Manufacture in accordance with the contract.
۱٫۵ contracts Specifications mean the Working Specifications as listed in Annex E and their addendum and /or amendments thereto agreed upon by both parties.
۱٫۶ Basic Engineering Data for plant mean the Specifications commonly applicable to each sector of the plant in accordance with Annex G “Basic Engineering Data” attached hereto.
۱٫۷ site means the area where plant is to be established in ABC.
۱٫۸ Month means a calendar month according to the Gregorian calendar.
۱٫۹ days mean days reckoned according to the Gregorian calendar.
۱٫۱۰ supervisor means the person authorized by Manufacture to perform Supplier’s obligations stipulated hereunder and who have been notified to the Buyer.
۱٫۱۱ Engineer means one or more person notified in writing from time to time by Buyer to supplier as engineer for the purpose of the contract, or in default of such notification the word Engineer will mean Buyer or its duly authorized representatives.
۱٫۱۲ subcontractor means any person or organization other than supplier to whom any part of supplier’s obligation or any part of the works has been sublet by the supplier and the legal personal representatives, successors and assigns of such person.
۱٫۱۳ C&F is defined in accordance with the provisions of the International Rules for the interpretation of Trade Terms (INCOTERMS), 2010 and its amendment thereof, if any, except may be otherwise provided herein.
۱٫۱۴ commissioning Date means the data when the running test for the Equipment at site, as specified in “Manual for the trial running test” is completed
Article 2 Scope of work
- Supplier will provide the following Supplies and services under the terms and conditions of the contract:
(۱) Design of the Equipment
(۲) Manufacture and shipment on the basis of the C&F Port ABC of the Equipment in accordance with Annex B “shipping Schedule” attached hereto
(۳) Supervision of the assembling, installation and erection work at the site, and the running test and commissioning of the Equipment, under the separate supervising contracts made between Buyer and Supplier / Manufacture
(۴) Provision of all drawings, documents and manuals necessary for carrying out the maintenance and operation of the Equipment
۲٫۲ supplier will undertake to make warranty in respect of the Equipment as further mentioned under Article 13.
۲٫۳ The scope and details of the Equipment to be supplied are clarified in Annex E “working specification” attached here-to.
۲٫۴ supplier’s scopes of work will be limited to the supplies and services stipulated above.
Owner will provide any other supplies or services which are not specified as the supplier’s scope of work in the contract
Article 3 Contracts Price
۳٫۱The contracts price will be total U$ C&F port
ABC which will not include the fees and other payment for supervision as specified in article 6 hereof subject to adjustment under provision of the contract
۳٫۲ The breakdown of the price per equipment will be in accordance whit Annex A commodity description and price attached hereto
۳٫۳ The contract price including the spare parts of all equipment operation condition as specified and agreed on in Annex F spare parts list attached hereto.
Article 4 terms of payment
The payment of the contract price specified in Article 3 above will be made by an irrevocable letter of credit to be opened in the currency of U.S dollars in favor of supplier bet the first class international bank acceptable to the supplier.
Such a letter of credit will be opened with days after execution of this contracts and payable at sight against presentation of shipping documents described as in the contract should opening of the letter of credit be delayed due to the reason attributable to the buyer delivery of the equipment will be proportionally extended . However in any case the opening of the letter of credit should not be delayed more than four (4) month from said time limit.
In case the opening of the letter of credit should be delayed more than four (4) month from said time limit supplier may terminate the contract and then the buyer will pay to the supplier as a liquidated damage %of the contract price specified in Article 3 hereto.
Article 5 standard and units of measure
The equipment will be in conformity with standard set forth in the working specification accepting where otherwise confirmed in writing between both parties.
The unit to measure to be adopted in the execution of the contract will be the metric decimal system and all drawing will employ metric units.
Article 6 supervision
۶٫۱ Supplier will dispatch supervisor (supervisor(s)) to site to supervise the assembly, installation and erection work and running test and commissioning of the equipment according to the supervising schedule attached hereto.
۶٫۲ The staying duration of the Supervisors at site will include
- The period from the date of departure from Islamic Republic of Iran to site and from the site on the date of arrival in Islamic Republic of Iran, excluding all Sundays and national, local holidays and the days spent for other purpose than the contract, subject to Article 6.5 below.
- The period of travel outside the site in ABC in connection with the execution of the work upon request by the Buyer.
۶٫۳ Fees and payment
- Buyer will pay to the supplier the supervisory fees at the rate of u$ per man day by telegraphic transfer (T/T) within one (1) month the receipt of supplier’s invoice and evidences.
- Should the staying period of the supervisors be extended beyond the days or additional supervisor(s) be dispatched to site, beyond the days or the numbers specified in Annex H attached hereto, upon request of buyer, then buyer will pay the fees to supplier at the rate of us$ per man day, and additional round trip economy class airfare between Islamic Republic of Iran and ABC for the additional supervisors (S),
۶٫۴ Expenses
- Round trip economy class air tickets between Islamic Republic of Iran and ABC will be sent to supplier by Buyer within two (2) weeks after supplier notices buyer in writing the name(s) of supervision (s) and the time of departure.
- Buyer will bear the supervisor’s expense of travel and accommodation necessary for the execution of supplier’s obligations hereunder, if Buyer requests supplier to have supervisor(s) travel in ABC.
۶٫۵ Working Hours and Overtime Charges
Supervisor will work for eight (8) hours a day excluding one (1) hour break for lunch, six(6) days a week, namely forty-eight (48) hours a week in case that there are no national or local holidays, however, in case both parties mutually agreed, the supervisors will stay on duty over the above working hours, to the extent to be agreed on case by case by both parties, unless the ABC,s laws and regulations may otherwise prescribe.
In case of overtime work required, the overtime charges will be paid to the supplier under the following terms.
(۱) Overtime on a working day … ۱۵۰% of a regular working hour.
(۲) Working on Sunday and/or national & local holidays …۲۰۰% of a regular working hour However, the overtime will not exceed maximum twelve (12) hours a week.
۶٫۶ The supplier will submit to Buyer a dispatching scheduler of their supervisor (s) one (1) month before their departure accompanied by the expected date of their arrival, duration of stay and supervising field of each supervisor in accordance with the supervising schedule attached hereto and amendment thereto agreed upon between the parties hereto,
۶٫۷ Buyer will indemnify, save and hold supplier the harmless against and from injury, accidents, sickness or death occurred to the supervisor at site, except that are caused by negligence of the supplier or supervisor.
۶٫۸ Buyer will provide, assist and/or arrange the followings for supervisors, free of cost except the item (1) and (2)
(۱) Usual protection for safety and security during their stay in ABC in connection with the supervisory works under the contract.
(۲) Appropriate offices at site, including necessary equipment.
(۳) Use of Buyers medical and communication facilities at a legal cost
(۴) Use of Buyer’s welfare and recreational facilities at the same rates applicable to Buyers employees
(۵) Best medical treatments for first aid for their illness and injuries sustained directly in connection with the performance of their obligation in ABC under the contract
(۶) Appropriate and proper accommodations with necessary furniture of hotel
(۷) Bus and other transportation available between accommodations area and site
(۸) Economy class round trip air ticket from Islamic Republic of Iran to ABC.
(۹) Adequate number of technical and clerical assistants.
۶٫۹ supervising schedule
a . the number of supervisors at field of supervision is as follows
Assembling and installation supervision
Mechanical person
Electrical person
Commissioning and running test supervision
Mechanical person
Electrical person
Instrument person
- supervising schedule will be in accordance with Annex H “supervising schedule” attached hereto, made by Buyer’s request.
Article 7 shipment
۷٫۱ Time and Place
- the Supplier will ship the Equipment on the basis of C&F port ABC, according to the shipping schedule provided for in Annex B hereof.
- Transshipment will be allowed, but on desk shipment will not be allowed unless otherwise agreed in writing.
۷٫۲ Shipping Documents
- As soon as each shipment as provided for in this Article is made, supplier’s will send to the Buyer in the care of ship’s master three (3) copies of the shipping documents set forth in paragraph b. below
- Supplier will send immediately after each shipment of the Equipment is made, original and three (3) copies each of the following documents to Buyer through the L/C issuing bank
(۱) A full set of clean on board ocean vessel Bill of Lading
(۲) Commercial invoice
(۳) Packing list
(۴) Inspection certificates issued by Manufacturers
(۵) Inspection certificates issued by independent inspectors, if applicable
(۶) Certificates of weight and measurement, and
(۷) Other documents as may be required by Buyers and specified in the Letters of Credit
۷٫۳ Communications
The supplier will notify Buyer of the necessary information by fax or email one (1) month before each shipment, which includes the name of the Equipment, approximate number of packages, total weight and measurement, loading date, shipping port and other special information
For any cargo weighing more than ( ) tons each, cargo readiness report, expected loading date and description of cargo will be notified two ( 2 ) months before the expected loading date.
Article 8 Ocean Freight
Freight include in the Contract Price is fixed amount and will not be adjusted the ground that the actual fright shown in the bill of lading is more or less than the freight in the Contract Price except the air freight charge incurred upon the request of the Buyer.
Article 9 Packing
۹٫۱ Equipment will be packed and shipped in accordance with Manufacturer’s packing standards, according to the usual commercial and industrial practice, that is proper anti-corrosion and/or anti-trust compounds or coating, protective waterproof wrapping and/or packing as the case may be.
۹٫۲ Marking will include the following information in sequence and in frame commensurate with the size of the container of package:
(۱) Consignee,
(۲) Contract number and Name of Contractor,
(۳) Port of destination, if applicable,
(۴) Identification number to be instructed by Buyer or reference number,
(۵) Item number, package number in sequence and quantity per package,
(۶) Commodity description,
(۷) Net weight, gross weight and cubic measurement,
(۸) Shipper’s marks,
(۹) Origin of the Equipment,
(۱۰) Caution marks, if applicable,
(۱۱) Color marking to be instructed by the buyer, and
(۱۲) Other markings, if required.
Article 10 Drawing and Documents
۱۰٫۱ Supplier will submit for review and approval by Buyer the following technical documents specified hereunder by the date mutually agreed upon by both Parties.
The submissions date of technical documents will be postponed accordingly if the opening date of Letter of Credit will be delayed. All technical documents to be submitted by the Supplier will be written in English.
(۱) Arrangement drawing with load data
(۲) General assembly drawing for each equipment
(۳) Foundation drawing
(۴) Working specification
(۵) Electric writing schematic drawing
(۶) Elementary wiring diagram and electrical cable schedule
(۷) Piping schematic drawing (Piping diagram)
(۸) Piping arrangement drawing
(۹) Utility consumption table
(۱۰) Inspection specification
(۱۱) Spare parts list (included in the instruction manual and operation manual)
(۱۲) Time schedule of manufacturing
(۱۳) ۱) instruction manual for operation and maintenance
۲) Inspection report
۳) Inspection for transportation and storage condition
۴) List of erection procedure
۵) Erection procedure
۶) Performa packing list
(۱۴) Manual for the running test at the Site
۱۰٫۲ The Supplier will submit to Buyer or Engineer five (5) copies of such drawings and documents for approval, and fourteen (14) copies and one (1) reproducible sheet of the final drawing, within such times agreed upon by the parties or postponed under Article 10.1
If the buyer or Engineer fails to signify its approval and/or supplier cannot receive the approved drawing and document within seven (7) days after Buyer’s or Engineer’s receiving date or such drawings and documents unless otherwise agreed by both parties they will be deemed to have been approved by Buyer or Engineer . The supplier will supply approved and/or final drawings and documents in accordance with the details to be agreed on. Buyer’s or Engineer’s receiving date of supplier’s drawings and documents for approval should be confirmed and informed in writing to supplier by Buyer or Engineer immediately when Buyer receives them.
۱۰٫۳ Drawings and documents approved or deemed to be approved by Buyer or Engineer will not be departed from except as provided for in Article 16.
۱۰٫۴ Buyer will have the right at all reasonable times and its expense to inspect at the factory of manufacture and/or subcontractor all drawings and documents set forth in Article 10.1
۱۰٫۵ Supplier will be responsible for and bear all expenses for redesigning, repair, replacement or modification of the defective or damaged Equipment resulting from any discrepancies, errors or omissions in the drawings and other documents supplied by the Supplier whether such drawings and documents have been approved by Buyer or
Engineer or not, provided that such discrepancies, errors , or omissions are not due to inaccurate information or particulars furnished in writing to Supplier by Buyer or Engineer.
Article 11 Inspection and Test
۱۱٫۱ The Engineer will be entitled at all reasonable times during manufacturing to inspect, examine and test in workshops of the Manufacturer or Subcontractor the materials and workmanship of all Equipment to be supplied under the Contract. Such inspection, examination or test if made, will not release Supplier from any obligations under the Contract. If special independent inspection and/or text except Manufactures’ standard approved by Buyer is requested by the Buyer, the additional expense will paid by Buyer.
۱۱٫۲ The Supplier will give the Engineer reasonable notice in writing of the date and the place at which any Equipment will be ready to test as provided for in the Working Specification or other schedules. The Engineer will give the Supplier to (2) weeks prior notice in writing of his intention to attend the test.
If the Engineer dose not attend without justifiable reason at the place and on the date which Supplier has stated in his notice, the Supplier may proceed with the tests, which will be deemed to have been made in Engineer’s presences, and will forthwith provide the Engineer with the copies of the result of such tested which will be deemed to be the record duly certified by the Engineer.
۱۱٫۳ The supplier will provide such assistance, labor, electricity, fuels, stores, apparatus and instruments as may be requisite and as may be reasonably demanded to carry out such tests efficiently under no-load condition.
۱۱٫۴ When any Equipment passes the tests referred to in this Article, the Engineers will issue to supplier certificate in writing to the effects within three (3) days after passing the tests and thereafter Buyer will be precluded from refusing delivery of the Equipment to the Site.
۱۱٫۵ The Supplier will prepare, within (-) months after the execution of the Contract, the inspection and test manual for the Equipment, which will be used, subject to approval by Buyer, as a basis for the method and procedures of the inspection and test during manufacturing and before the shipment as provided in this Article 11.
۱۱٫۶ If after inspecting, examining, or testing any part of the Equipment, the Engineer will decide that such part is defective or not in accordance with the working specification, he may reject such party by giving to the Supplier as soon as possible a notice in writing of the said decision specifying particulars of the defects.
In such case, the Supplier will, within reasonable time and at its own expense, make good the defects so specified.
In case Supplier fails to do, Buyer many take, expense of the Supplier, such steps as may in all the circumstances be reasonable to make good such defected.
۱۱٫۷ Inspection by the Engineer will be performed in such a way so as not to interfere with or cause any delay in the manufacturing schedule of the supplier and damage to the Equipment. The fees and charges for the Engineer will be borne by Buyer.
Article 12 Liquidated Damage
۱۲٫۱ in case of delay in shipment of all or part of the Equipment from the date of final shipment specified in the shipping schedule in Annex B or on extended time thereto due to reasons not attributable to Supplier’s responsibility, Buyer is entitled to claim liquated damages per day of delay in an amount equivalent to zero point one (0.1) percent of the price of the so delayed equipment. However, the total amount of said Liquidated damages will not in aggregate exceed ten (10) percent of the price of the so delayed Equipment.
In lieu of receiving the Liquidated damage for such delay, Buyer reserves the right to immediately cancel the contract in respect of the so delayed Equipment if the delay in each shipment exceeds four (4) months from the date of each shipment except the delay and/or extended due to reasons not attributable to supplier’s responsibility including, without limitation, force majeure as provided in Article 18 hereof. Should the delay or suspension of work due to the cause attributable to buyer occur, all reasonable expenses, including storage and handling incurred by the supplier will be paid by Buyer. In case Supplier repudiation all or any part the works with respect to performance not yet due or definitely refuse to perform the works before or after the date of final shipment, Buyer may claim ten (10%) percent of the contract price of the works repudiated or refused to perform as liquated damages.
If the shipment of all or any part of Equipment cannot be made due to Buyer’s request after four (4) months from the date when the Supplier is ready of shipment, the supplier will be entitled to claim the FOB contract value of the Work or such portion thereof after the Supplier has suitable and sufficiently marked the Work and such portion thereof as the Buyer’s property.
۱۲٫۲ Subject to having Supplied Equipment and furnished supervision services stipulated in the contract supplier undertakes no responsibility for the risk of technical realization and therefore supplier will not be responsible for capacity shortage of the plant and/or quality of the products manufactured by the plant.
۱۲٫۳ The supplier will remit the established Liquidated damages to Buyer within thirty (30) days from the date on which the claim was duly made by Buyer. The Liquidated damages hereof will be to the full satisfaction of supplier’s liability and the supplier will not be liable for loss of time in putting the plant in to use, loss of use of the plant anticipated profits and other consequential loss to Buyer resulting there from.
Article 13 Warranties
۱۳٫۱ The supplier warrants that all the Equipment supplied by the supplier, subject to Article 13.6 below, will be free from defects and of first class in workmanship and materials, and will, under normal operating show no defect due to faulty designs, materials or workmanship.
۱۳٫۲ The supplier’s obligations under the aforesaid warranty will be effective for twelve (12) months after the commissioning Date for eighteen (8) months from the date of shipment or Equipment, whichever comes earlier (Warranty period).
If during the aforesaid Warranty period, any Equipment fails or meet the warranties as provided for in Article 13.1 hereof and Buyer informed supplier starting in writing the nature of such failure and further supplier judge is reasonable, supplier will, at is expense, furnish inspection service and repair or replace the defective parts on basis of CIF port ABC within reasonable time.
Any charges arising after CIF port such as customs clearance, local transportation, costs required for the replacement work and so on however will be borne by Buyer.
۱۳٫۳ If the defective parts are critical and urgent which will be judged by the both parties, supplier will provide new one(s) by air freight or air parcel at supplier’s expense.
۱۳٫۴ Any component and/or part of the equipment which has been found defective and replaced or repaired by the supplier will have their warranty period of twelve (12) months renewed from the date on which replacement or repair is completed.
The Warranty period, however, will not in any case be exceeded twenty-four (24) months after the Commissioning Date of the original Equipment.
۱۳٫۵ If the supplier dose not commences the correction of such defects within thirty (30) days from the date of receipt of notice from Buyer, or dose not complete the said correction with reasonable diligence and within a reasonable time, Buyer may, at its option, correct the defects at supplier’s expense.
The supplier will reimburse the expense incurred by Buyer for the remedy of such defects within thirty (30) days after the date of receipt of Buyer’s invoice.
۱۳٫۶ supplier will be reasonable, and these warranties will not apply, for any defects, failure and/or mission which may be caused by the following:
(۱) Mishandling, negligence, miss-operation, default, and / or inappropriate maintenance by any of the Buyer’s personnel in no compliance of operation manuals
(۲) Operation under conditions more severe than those in contracts specifications and drawing.
(۳) Movement and/or transfer of the Equipment from the place(s) where in initially assembled, erected, construct and/or installed without consent of supplier
(۴) Change in design or other modification by Buyer
(۵) Normal wear and tear and/or erosion and corrosion
(۶) Environment pollution, and/or
(۷) Any other causes that are not attributable to the fault of the supplier
Article 14 Guarantee
۱۴٫۱ in order to assure Buyer that supplier’s obligations under the contract will be timely and correctly performed and fulfilled, supplier will, within fifteen (15) days after the date on which the letter of credit has been issued as set forth in Article 4 hereof, establish a performance bond in an amount of US$ equivalent to ten (10) percent of Contract Price in the forms as set forth in Annex C attached hereto, which will be issued by a prime bank in Islamic republic of Iran in favor of Buyer.
The performance bond will remain infill force and effect until the commissioning Date or until 20 whichever comes earlier.
۱۴٫۲ in order to assure supplier obligation under Article 13 hereof, supplier will, no later than the commissioning Date, establish a warranty bond in amount of US$ equivalent in five (5) percent of contract price in the form as set forth in annex D attached hereof, which will be issued by prime bank in Islamic republic of Iran in favor of Buyer.
The warranty bond will become effective from the date commissioning date and remain in force and effect until the expiry date of all warranty period as stipulated in Article 13.
The amount of the warranty bond will automatically be deducted on the expiry dates of every warranty period of each equipment as set forth in Article 13.2 in proportion to the amount equivalent to five (5%) percent of the itemized braking down price of the relevant equipment as set forth in Annex attached hereto,
Article 15 Title and Risk
In accordance with INCOTERMS 1980, its amendments thereof, the title to and the risk of loss of the equipment will be transferred to Buyer from the time when it will have effectively passed the ship’s rail at the port of shipment. Said transfer will not in any effect of diminishing supplier’s obligations as provided for in the contract. The supplier warrants the title conveyed will be good and free any security interest or other lien or encumbrance.
Article 16 Variation
Any variation in the contracts will be subject to prior mutual consent if Buyer desires any variations in any part of the contract, notice in writing will be given by the Buyer so as to enable the supplier to make necessary arrangements. In case of such variation, a reasonable extension of the shipping schedules will be granted all extra costs or expenses due to variations will paid by the Buyer as agreed upon.
And further in case of variation of the equipment already manufactured or in the course of manufactured or any Work done in accordance with the contract and contract specifications, a reasonable sum in respect thereof will e paid by buyer.
Article 17 Patents
۱۷٫۱ The supplier will hold and save Buyer, its employees, engineers and agents harmless against all proximate costs, actions, claims and demands brought by a third party by reason or in consequence of any infringement by the equipment or parts thereof, or by the use of process that have been supplied by supplier as a result of engineering services, any patent, design patent, trademark, or copyright.
۱۷٫۲ In the event that any claim is made or action is brought against Buyer and its employees, engineers and agents, relating to such infringement, Buyer will promptly notify supplier thereof, and supplier at its expense and option may require the assistance of Buyer and will at its expense conduct for Buyer all negotiations for settlement of such dispute or litigation as may arise there from.
Article 18 Force Majeure
۱۸٫۱ Neither party will be responsible for delay or failure in performance of any of its obligations hereunder caused by or in connection with the force majeure. Force majeure herein will be defined as any of the following events, war, blocked, revolution, insurrection, civil commotions, riots, strikes, sabotages, lockouts, shortage, of raw material, freight embargo, acts of government, fire.
Plague, acts of Good or any conditions of similar nature beyond control of the parties hereto.
۱۸٫۲ Within seven (7) days from the date of commencement of events or circumstance that may cause any delay by force majeure on account of which either party claims that it is entitled under the contracts to any extension of time for performance of the Work here under, such party will devise the other of the date when such delay commenced, and the reasons therefore as enumerated in this contract, likewise, within seven (7) days after ends, either party will advise the other of the date when such ended, and will also specify the predetermined time by which the performance of the work hereunder is to be completed.
Both parties will examine the facts and the extent of the delay and extend the time for completing the work to the justified by the above mentioned cases.
Article 19 Arbitration and Government Law
19.1 all disputes, controversies or difference of any kind which arise between the parties in connection with or arising out of the contract or carrying out of the works, will in first place the amicably settled by and between the parties. If the parties fail to amicably settle such disputes, controversies or difference within a reasonable period of time, such disputes, controversies or difference will be submitted to arbitration pursuant to the Rules of Conciliation and Arbitration of the international CHAMBER OF Commerce by three (3) Arbitrations appointed in accordance with said Rules.
Article 20 Taxes and Duties
All Taxes and Duties in connection with the contract which have to be paid according to Iranian law will be borne by the supplier, whereas those which to be paid according to actual or future law or decree in ABC will be borne by Buyer.
Article 21 Visa and Permits
۲۱٫۱ Buyer will arrange and assist supplier in obtaining visas, working permits, labor permits, import and other licenses, registrations, certifications, declarations and other legal documents required in ABC for the execution of the contracts as promptly as possible
۲۱٫۲ In case any supervisors require extension of the duration of stay in ABC in connection with the supervisory work hereunder, supplier will submit to Buyer at least fourteen (14) days before the expiry date of visa the documents necessary for approval of the government authorities concerned.
Article 22 Local Law Compliance
The supplier will comply and secured compliance by the supervisors with all applicable laws of ABC, and any political subdivision thereof, on the performance of the supervisory work on ABC. The buyer will assist the supplier in complying with any law, regulation, requirement, ordinance or decree of ABC.
Article 23 Addition and Amendment
No verbal agreement or communication by either party hereto will alter the meaning or interpretation of the contract. No modification, alteration, addition or change in the terms hereof will be binding on the parties unless it is reduced to writing in the English language and duly executed by the parties in the same manner as the execution of the contract and subject to such governmental approval as may be required under the applicable laws and regulations of the countries concerned.
Article 24 Language
The contract may be executed in counterparts each of which, when so executed, will be deemed to be an original and all of such counterparts together will constitute one and the same instrument. English will be the official language in the performance of duties hereunder unless otherwise agreed upon and in case of conflict between the English version and other language versions, if any; the English version will govern and prevail.
Article 25 Notice
All notice, including daily communication to be given to either party will be sent to the following address by airmail, email, telegram and/or fax. Important notice in which rights and/or obligations of either party are involved will be given by registered airmail, and such will be deemed to have been valid for seven (7) days of after their dispatch.
Either party may change its address by giving prior notice to the other party in the manner provided for herein.
For supplier Attn
17,pardis St. Molasadra Ave
Tehran Iran
Cable:
Fax:
Email:
For buyer Attn
Cable :
Fax:
Email:
Article 26 Construction of the Contract
In the course of interpretation and construction of the contract, any provision set forth in the contract, but not found in contract specifications, will have the same effects as if forth in both. however if what is set forth in the contract confects will working specifications and any other documents the contract will prevail unless otherwise agreed. Anything set the forth in contract specifications but not in the drawings set forth article 10 hereof or anything set forth drawings, but not for the contract specifications will be deemed to be set forth in both. However if the drawing is different from contract specifications with respect to the items in question, the letter will prevail.
Between the contract and/or contract specifications and their respective amendments and variations, the amendments and variations mutually agreed upon in writing will prevail. The annexes attached hereto will hereby from integral part of the contract by reference in so far as they not inconsistent with the terms of contract.
IN WITNESS WHEREOF the parties hereto have executed the contract in the day and year first above written.
Annex C
PERFORMANCE BOND
Guarantee No
For the United states Dollars (Amount in figures)
For your contract no
To: date of issue
Advised through
(Name of issuing bank)
Tehran, Iran
At the request of Messer (Name of the account ) we hereby issue this irrevocable guarantee up to the aggregate amount of United States Dollars (Amount in words ) being ten percent (10%) of the total contract price in your favor for the account of (Name of the account ) as (Name of contractor)’s performance bond for your contract No dated and engage ourselves to pay to you immediately without recourse upon receipt of your written demand accompanied by your signed statement that (Name of Contractor ) has failed to fulfill the contractual obligations, accompanied by your simple receipt(s) or sight drafts(s) drawn on (issuing bank of or account to be indicative by issuing bank)
We undertake to obtain any necessary permit or authorization from the relevant authorities to transfer the claimed amount to you.
This guarantee will become effective from the date of issue and remain in full force and effect until the commissioning date as defined in your contract No or until 20 whichever comes earlier.
Upon expiration, this guarantee will become null and be returned to us.
Annex D
WARRANTY BOND
Guarantee No
For the United states Dollars
For your contract no
Date of issue
Advised through
At the request of Messer. SAMCO, we hereby issue this irrevocable guarantee up to the aggregate amount of United States Dollars —————— being five (5%) percent of total contract price in your favor for the account of SAMCO as SAMCO’s warranty bond for your contract No dated and engage ourselves to pay to you immediately without recourse, upon receipt of your written demand accompanied by your signed statement that SAMCO has failed to fulfill the warranty obligations, accompanied by your simple receipt or sight drafts drawn on
We undertake to obtain any necessary permit or authorization from the relevant authorities to transfer the claimed amount to you.
This guarantee will become effective from the date of the commission date as defined in your contract no and remain in force and effect until the expiry date of the warranty period as stipulated in Article 13 of your contract no provided that the amount of this guarantee will be automatically deducted on the expiry date of warranty period for each equipment as set forth in Article 13.2 of your contract no in proportion to the amount equivalent to five (5%) percent of the itemized break-down price of the relevant equipment as set forth in Annex A attached to your contract no
Upon expiration, this guarantee will become null and be returned to us.
