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Contract No.: ________________________.
Date of Signature: ____________________.
Place of Signature: ____________________.
This Contract is made and entered into through friendly negotiation by and between China ____________________ (hereinafter referred to as “Client”), as one party, and____________________ (hereinafter referred to as “Consultant”), as the other party, concerning the technical consultancy service of__________, under the following terms and conditions:
Article 1 Contents of Technical Consultancy Service
Whereas Client desires to obtain the technical consultancy service from Consultant and Consultant has agreed to perform such services.
The Scope of Technical Services is defined in Appendix 1.
The Time Schedule for the Services is shown in Appendix 2.
The Manning Schedule is described in Appendix 3.
Consultant shall complete the Services within __________months from the Effective Date of this Contract and furnish the final technical service report, including drawings, designing documents, all kinds of standards and photos, within ____ months. Consultant shall keep aware, free of charge, Client of the latest development of similar projects and any progress made in order to improve the designing of the project.
Article 2 Both Parties' Responsibility and Liability
Client shall furnish to Consultant the pertinent data, technical service reports, maps and information available to him and shall give Consultant the reasonable assistance necessary for carrying out of his duties. Particularly Client shall nominate a general representative who shall be available at reasonable time.
Client shall assist Consultant with the responsible authorities for obtaining visas, work permits, and other documents required by Consultant to enter the country and to have access to the Site of the Project. The above expenses shall be borne by Consultant.
Consultant shall furnish a sufficient number of competent personnel to perform its obligation hereunder, in addition to those personnel specifically listed in Appendix 3. All personnel employed by Consultant in carrying out the work shall be exclusively Consultant's responsibility, and Consultant shall hold Client harmless from any claims of any kind by Consultant's personnel arising out of any acts by Consultant or its personnel in connection with the work performed hereunder.
Consultant shall provide Client with all the technical service reports and relevant documentation within the Scope of Technical Services and within the Time Schedule for the Services.
Consultant shall assist Client‘s personnel in his country in obtaining visas and in arranging lodgings. Hotel and boarding expenses shall be borne by Client. Consultant shall supply Client’s personnel with office space and necessary facilities as well as transportation.
Consultant shall be responsible for and shall indemnify Client and his employee in respect of injury to person or damage to property occurring in connection with the services, to the extent that such damage or injury directly results from negligence of Consultant's personnel while engaged in activities under this Contract. Consultant shall be liable only to the work under this Contract.
Any and all liability of Consultant with respect to this Contract shall be limited to the Total Contract Price received by Consultant for his profession services and shall terminate upon expiration of the warranty period set forth in Article .
Article 3 Price and Payment
The total contract price is__________(say __________________only) in ________(currency). The breakdown prices of the above mentioned total contract price are as follows:
Contract Price for Item 1: ______(say ____________only) in________ (currency);
Contract Price for Item 2: ______(say ____________only) in________ (currency);
Contract Price for Item 3: ______(say ____________only) in________ (currency);
Contract Price for Item 4: ______(say ____________only) in________ (currency).
The total contract price shall include all the service and technology provided by Consultant. The total contract price shall be firm and fixed and shall not fluctuate with any inflation. The total contract price shall include all charges and expenses incurred by Consultant in performing his obligations both in his own country and in the People's Republic of China and includes the expenses incurred in sending the Technical Documentation to Client's office by all kinds of forms.
In the event of Force Majeure as defined in the Contract, the total contract price shall be readjusted through friendly negotiations between the parties. If Client requires services not contemplated in the Scope of Services, the parties shall friendly discuss an amendment to the total contract price. Any such amendment shall be in writing countersigned by both parties. This document shall then form integral part of the Contract.
All payments to be made by Client to Consultant under the present Contract shall be made by telegraphic transfer. In case of any payment by Client, the payment shall be effected through __________ in China to _________ for the account of Consultant.
In consideration for the services provided by Consultant hereunder, Client shall effect the payment to Consultant in accordance with the following manner and percentage:
_______ percent (________ %) of the total contract price, (Say: ________ only), shall be paid by Client to Consultant within ________ (____) days after the client has received the following documents provided by Consultant and found them in order.
A. One (1) original and two (2) duplicate copies of Consultant's government approval, or a written statement of the competent authorities or relevant agency of Consultant's country certifying that such document is not required;
B. One (1) original and one (1) duplicate copy of Irrevocable Letter of Guarantee for advance payment issued by Consultant's Bank in favor of Client covering_______(Say:________ only), specimen of which is as per Appendix 4;
C. Five (5) copies of profoma invoice covering the total contract price;
D. Five (5) copies of manually signed commercial invoice indicating the amount to be paid;
E. Two (2) copies of sight draft.
The said shall be delivered by Consultant not later than ____days after the effective date of the ________present Contract.
________percent (____%) of the Contract price for Item 1, (Say: __________ only) shall be paid by Client to Consultant within _____ (__) days after Client has received the following documents provided by Consultant and found them in order.
A. Ten (10) copies of technical service report on Item 1;
B. Five (5) copies of manually signed commercial invoice indicating the amount to be paid;
C. Two (2) copies of sight draft.
________ percent (____%) of the Contract price for Item 2, . ___________ (Say: ____________ only) shall be paid by Client to Consultant within ________ (___) days after Client has received the following documents provided by Consultant and found them in order.
A. Ten (10) copies of technical service report on Item 2;
________percent (____%) of the Contract price for Item 3, (Say: __________ only) shall be paid by Client to Consultant within _____ (__) days after Client has received the following documents provided by Consultant and found them in order.
A. Ten (10) copies of technical service report on Item 3;
________percent (____%) of the Contract price for Item 4, (Say: __________ only) shall be paid by Client to Consultant within _____ (__) days after Client has received the following documents provided by Consultant and found them in order.
A. Ten (10) copies of technical service report on Item 4;
________percent (____%) of the Total Contract price, (Say: __________ only) shall be paid by Client to Consultant within _____ (__) days after Client has received the following documents provided by Consultant and found them in order.
A. Five (5) copies of manually signed commercial invoice indicating the amount to be paid;
B. Two (2) copies of sight draft.
In case Consultant is liable for paying to Client the penalty under the Contract, Client shall have the right to deduct it from any said payment.
The banking charges of both parties incurred in China for the execution of the Contract shall be borne by Client and those incurred outside China shall be borne by Consultant.
Article 4 Delivery Schedule
The deadline for the arrival of the Technical service reports CIF _____ is:
A. Technical service report on Item 1: _________months after effectiveness of the Contract;
B. Technical service report on Item 2: _________months after effectiveness of the Contract;
C. Technical service report on Item 3: _________months after effectiveness of the Contract; and
D. Technical service report on Item 4: ________months after effectiveness of the Contract.
Consultant shall inform Client by fax when the Technical service reports are airmailed to Client indicating the date and number of airway bill. Client shall inform Consultant when the Technical service reports have been received.
Should any document be missing or damaged during the transport, Consultant shall be notified accordingly and within two (2) weeks the missing or damaged document shall be replaced by Consultant free of charge.
Article 5 Confidentiality
All data assembled, developed, compiled, reproduced, studied, and prepared in connection with the work done hereunder and furnished to Consultant by Client shall be considered confidential and shall not be divulged to any person, firm or corporation other than Client or its designated representatives. This Clause shall remain binding on Consultant notwithstanding the termination of the Contract for any reason.
Within the validity period of Contract, both parties shall take proper measures to keep the materials or information strictly confidential. The other party shall not disclose or divulge to any third party without prior written consent of one party.
Either party shall be obliged to keep confidential any secret information of the other party, which either party and its personnel may obtain or be accessible to in the course of the performance of Contract. Either party shall not make use of or disclose such secret information obtained from the other party without prior written permission issued by the other party.
Article 6 Taxes and Duties
All taxes and duties in connection with and in the execution of Contract levied by the Chinese government on Client in accordance with the tax laws of PRC shall be borne by Client.
All taxes and duties levied by the Chinese government on Consultant, in connection with and in the execution of Contract, according to Chinese tax laws and the agreement between the government of PRC and the government of Consultant's country for the reciprocal avoidance of double taxation and the prevention of fiscal evasion with respect to taxes on income shall be borne by Consultant.
Client is legally obliged to withhold, as a withholding agent, the amount of taxes pro rata each taxable payment under Contract and pay them to the relevant Chinese tax authorities. After receiving the tax receipts issued by the relevant Chinese tax authorities for the aforesaid withholding taxes, Client shall forward them to Consultant without undue delay.
All taxes and duties arising outside PRC in connection with and in the execution of Contract shall be borne by Consultant.
Article 7 Warranty
Consultant warrants that he has the experience and capability to efficiently and expeditiously perform the services in a satisfactory manner and that the services performed by him under this Contract shall be performed by competent personnel in accordance with accepted standards.
In the event of a failure of Consultant to provide Client with satisfactory services within the scope of work described in Appendix 1 at any time for any reason within the control of the Consultant, Client may notify Consultant of such dissatisfaction. Consultant shall be afforded a period of _____ days to correct or remedy the matter. Should Consultant within the time afforded by Client fail to correct or remedy the matter to the satisfaction of Client, all charges shall cease forthwith until such time as Consultant is able to provide satisfactory services in accordance with the Scope of work described in Appendix 1.
The Consultant‘s guarantee liability shall expire _____ months after its consultancy service is finally inspected and accepted by Client, or after final payment is made.
Article 8 Ownership of Technical Service Reports
Final version of the technical service report submitted to Client and all relevant data such as maps, plans and supporting material compiled in performing the Scope of Services, shall be the property of Client. Such materials shall be sorted and indexed by Consultant prior to transmission to Client.
Consultant shall be permitted to retain copies thereof, provided however that such materials, including the material furnished by Client as stated in Article 5 of this Contract, shall not be used by Consultant for purposes not related with this Project without the prior written approval of Client.
Article 9 Assignment
Neither Client nor Consultant shall assign or sublet their rights or obligations hereunder without the prior written consent of the other party.
Article 10 Termination
If, due to the responsibility of Consultant, the technical service reports have not been delivered at dates according to the delivery schedules as stipulated in Article 4 of the Contract, Consultant shall be obliged to pay to Client penalty for such delay in delivery at the following rates:
A. ______ percent (____%) of the total contract price per week for the first four weeks;
B. _____ percent (____%) of the total contract price per week from the fifth week to the eighth week;
C. ______ percent (____%) of the total contract price per week from the ninth week of delay.
Odd days less than one (1) week shall be counted as one (1) week for calculating the liquidated damage.
The total liquidated damage for late delivery shall not exceed ______ percent (____%) of the total contract price. Payment of the liquidated damage for late delivery shall not release consultant from its obligation to deliver technical service reports.
Client may, without prejudice to any other remedy for Consultant's following breach of Contract, terminate Contract in whole or in part by a written notice of default send to Consultant, if Consultant
A. Fails to deliver any or all of technical service reports within______(____) days after the scheduled delivery date as specified in Article 4; or
B. Fails to make the technical service reports meet the minimum level of Acceptance Standards as specified in Appendix 1.
Consultant shall refund to Client all the payments effected by Client to Consultant plus an interest at the rate of______ percent (____%) per annum in case of such a termination.
Either party may, without prejudice to any other remedy, terminate Contract in whole or in part by a written notice send to the other party, if the other party.
A. Fails to perform its confidentiality obligation under Contract; or
B. Fails to perform any other obligations under Contract except minor parts thereof, and does not remedy for its failure within a period of______ (____) days upon receipt of the written notice or a period agreed upon between the parties;
C. Becomes bankrupt or insolvent; or
D. Affected by any event of Force Majeure for more than ______ days.
Article 11 Force Majeure
Should either party be prevented from performing any of its obligations under Contract due to event of Force Majeure, such as war, serious fire, typhoon, earthquake, flood and any other events which could not be expected, avoided and overcome, the affected party shall notify the other party of its occurrence by fax and send by registered airmail a certificate issued by the competent authorities or agency within fourteen (14) days following its occurrence.
The affected party shall not be liable for any delay or failure in performing any or all of its obligations due to the event of Force Majeure. However, the affected party shall inform the other party by fax the termination or elimination of the event of Force Majeure without delay.
Both parties shall proceed with their obligations immediately after the cease of the event of Force Majeure or removal of the effects. The validity period of Contract and/or the scheduled period for relative execution of Contract shall be extended correspondingly.
Article 12 Arbitration
Any dispute arising from or in connection with this Contract shall be submitted to China International Economic and Trade Arbitration Commission,Shenzhen Sub-commission for arbitration in accordance with the Commission's arbitration rules in effect at the time of applying for arbitration. The arbitral award is final and binding upon both parties and the applicable law is the material law of .
Notwithstanding any reference to arbitration, both Parties shall continue to perform their respective obligations under the Contract unless otherwise agreed.
Article 13 Language and Standards
Correspondence except this Contract between Client and Consultant, data and documents made available by Client to Consultant and the technical service reports and drawings prepared by Consultant shall be in the English language.
Measures shall be written in the metric system.
Article 14 Governing Law
The construction, validity, and performance of this Contract shall be governed by the laws of the People's Republic of China.
Article 15 Effectiveness of the Contract and Miscellaneous
Both parties shall make effort to obtain the approval from the respective authorities, if necessary, within thirty (30) days after Contract is signed by the authorized representatives of the two parties. Either Party shall notify in writing the other party of the approval date. The later date of approval shall be taken as the Date of Effectiveness of Contract.
Contract shall be valid and remain in force for_______(____) years from the Date of Effectiveness.
The outstanding credit and debt between the parties under Contract shall not be affected upon the termination or expiration of Contract.
Appendices hereof shall be integral parts of Contract and have the same legal force as the text of Contract itself. The text of Contract shall prevail in case of any discrepancies between the text of Contract and Appendices.
All amendments, supplements, subtractions, or alterations to Contract shall be made in written form and become valid upon the signature of the authorized representatives of both parties. The valid amendments, supplements, subtractions, or alterations shall from an integral part of Contract and shall have the same legal force as the text of Contract.
All communications between the parties shall be in English in written form during implementation of Contract. Faxes concerning important matters shall be confirmed timely by registered or express mails.
The Contract is made in two counterparts each in Chinese and English, each of which shall deemed equally authentic. The Contract is in four (4) originals, two (2) for the Buyer and two (2) for the Seller.
Client: ________________________________________________.
Address: ______________________________________________.
Post Code: ____________________________________________.
Telephone: ________________. Fax: _________________.
E-mail: _______________________________________________.
Authorized Representative signature: ____________________.
Signing Date: __________________________________________.
Consultant: ____________________________________________.
Post Code :____________________________________________.
Authorized Representative signature: ___________________.
contract no.:xxx
sales and purchase contractfor
manganese ore
this contract is made and entered into onxx, febxxunder terms and conditions as per the international chamber of commerce-600 (icc ucp-600/xx revision) by and between:
the buyer:
address:
tel:
the seller :
whereby seller agrees to sell to buyer and buyer agrees to buy from seller manganese ore under following the terms and conditions stipulated below:
article 1 commodity
concentrated manganese ore
article 2 specifications
size: 0-5mm (90% min)
% mn min.
% fe max.
% silica ( sio2 ) max.
% aluminum ( al ) max.
% s max.
% p max.
moisture max. 7%
article 3 quantity:
500 mt, partial shipment not allowed.
article 4 origin and port of loading
republic of abc
loading port:
article 5 packing/delivery
in50 kg sack
incontainer shipment, more or less 20 tons.
article 6 shipment/delivery
500mt(+/-5%)partial shipment not allowed
shipment will be 90 days after signing of this contract and after the acceptance of the letter of credit by seller’s bank. l/c will be openedafter invoice from sellerwith confirmation of the delivery schedule.
the buyer has the right to appoint the independent surveyor or his representative to conduct the pre-shipment inspection and/or conduct the joint-inspection of the material with buyer for his own account.
article 7 contracted price and values
price:mn: 48% and above - port, china
40% - - usd /%/dmtcfrcy port, china
the mn content will be average of the joint-inspection testing result at loading port.
article 8 payment
payment shall be effected in full by an irrevocable letter of credit, which will be opened by 1stclass bank in hong kong or singapore, 100% at sight upon presentation of shipping documents.
a. seller’s banking details:
bank name :
bank address :
account name :
. code swift :
b. buyer’s bank issues l/c to the seller's bank via . wire transfer.
buyer’s banking details:
bank name : (will be advised)
account name:
. address swift :
article 10 inspection of ysis & weight
the shipmentinspection and ysis shall be done byccicappointed by the seller and one independent surveyor (.: sgs or geo-chem, etc) appointed by the buyeras agreed by both parties at site before loading to container. while final weightand shall be done atloadingportby the above content shall be deducted from the total weight shipped.
article 11 documents
seller shall present the following documents to the buyer:
a. signed commercial invoice for 100% of the total cargo value indicating, quantity, unit price and the total amount of value of the delivered commodity , 1 original and 3 copies.
b. certificates of quantity, quality and weight issued byccicand one independent surveyor appointed by the buyer.
c. certificate of origin issued by abc department of trade or concerned government authorities, i original and 2 copies.
d. weight list, showing total weight , 1 original and 3 copies.
e. bill of lading, 3 original copies and 3 non-negotiable copies.
article 12 force majeure
the seller shall not be responsible for the delay of shipment or non-delivery of the goods due to force majeureunder ucp 600. the seller shall advise the buyer immediately of the occurrence mentioned above and within 3 days thereafter the seller shall send a notice by courier to the buyer of their acceptance of a certificate of the accident issued by the local chamber of commerce under whose jurisdiction the accident occurs as evidence thereof. under such circumstances the seller , however, are still under obligation to take all necessary measures to hasten the delivery of the goods. in case the accident lasts for more than 60 days the buyer shall have the right to cancel the contract.
article 13 arbitration
all disputes arising out of or in connection with this contract shall be finally resolved by arbitration in accordance with the rules of arbitration of the international chamber of commerce (ucp-600/xx or uniform customs and practice for documentary credits) by one or more arbitrators appointed in accordance with the said rules. the arbitration shall be conducted in abcbythe english language.
buyer seller
(authorized signature/seal) (authorized signature/seal)annex 1-------international chamber of commercepublished copy of theuniform customs and practice for documentary credits-600/xx. a copy of the publication is attached to the contract for sales and purchase of philippine manganese ore signed by and between_____________and _________________ dated ________________.
Ф×1 TWO-STAGE COLD
COAL GAS STATION
CONTRACT
No: 01/20xx/HCT-QINGDAO
THE BUYER:
THE SELLER:
Contract No: No: 01/20xx/HCT-QINGDAO
The contract is signed in Vietnam in
Between:
THE BUYER: xxxxxxxxxxxxxxxxx
Add:
Tel: Fax:
Represented by: Mr.
And
THE SELLER: xxxxxxxxxxxxxxxxxxx
The Seller and the Buyer have agreed upon the terms and conditions as follows:
ARTICLE 1: LANGUAGE AND UNIT OF MEASUREMENT
Contract documents, reports, communication and correspondences between two Contractual parties, requirements and work instruction and all other notices shall be done in English.
The metric decimal system shall be applied in the execution of the Contract.
ARTICLE 2: DEFINITIONS
In the contract, the following words and expressions shall have the meaning hereby assigned to them accept where the context otherwise requires:
_Contract_ means agreement signed between the Seller and the Buyer including: Proforma
invoice, instructions, drawings and other documents includes any arising additions, amendments, agreements and modifications made in writing and signed by both parties, which should be included herein.
_Equipment_ means machines, equipments supplied by the Seller according to the Buyer’s requirements in this Contract.
_Goods_ means all _equipment_ and documentation of design, engineering and
instruction in erection, operation and maintenance.
_Instruction_ means the technical instructions, descriptions and technical documents; technology process, standards for quality control, tables, designing, drawings, computer programs and other documents, which should be provided during the implementation of the contract.
_Related services_ means the scope of work and services stipulated in this contract and carried out by the Seller as follows:
Designing works
Instruction in and supervision of erection, mechanical test and commissioning performance
test.
Training The Buyer’s workers and technicians to have full skills in operation and maintenance of supplied equipment.
_Inspection_ means the inspection of the equipment before and after shipment carried out by the Buyer’s person(s).
_Month_ and _Day_ means Gregorian calendar month and day.
_Year_ means 365 days
_Effective date of the Contract_ means the date defined in the Article 20
ARTICLE 3: OBJECT OF THE CONTRACT AND THE SELLER’S SCOPE OF SUPPLY
Object of the Contract
The Seller commits to the Buyer complete the supply of machines, equipments and related services of 1 set of Diameter two-stage cold coal gas station as stipulated in ANNEx 1 - Quotation for two-stage cold coal gas station (which is considered as an integral part of this contract).
The Seller’s scope of supply
The Seller undertakes to supply equipments and related services for said plant.
Including:
- Machines, equipments and overall spareparts of two stage cold coal gas station and materials for improving 02 kilns, 02 vertical driers and 01 sprayer as described ANNEx 1 and ANNEx 2 (which is considered as an integral part of this contract).
- The Design for the Project including designs for the plant foundation and equipments foundation, for workshop and for pipelines leading from gasification system to the Buyer’s 02 kilns, 02 vertical dryers and 01 sprayer.
- All services by the Seller’s specialists inside Vietnam for the project coordination and supervision, control commissioning, start-up and for the training of the Buyer’s personnel
ARTICLE 4: QUALITY
All the Goods shall be manufactured in Shandong - China, brand-new and not be manufacturing mistake and be at first-class quality. The goods is manufactured according to international standard (ISA) or equivalent standard applied in country of origin and suitable with Annexes of contract.
Basing on specification of each equipment, the Buyer has to pay attention to environment condition in Vietnam. All equipments must be suitable with tropical climate in Vietnam.
The goods have Certificate of Quality and Certificate of finished goods of manufacturer
All weilding points of gasifier body, pipelines, steam drum must be tested to check the leaking of gas before painting and packing. Testing results must be recorded by photos and enclosed with equipments.
Joining points of flange must be assembled by amiang gasket
Power instruments of control system must be Omron or Siemen. All control system must be supplied enough of signal cable, connection cable from electric cabinet to equipments.
Motors of pressure adding pumps, water pumps, air fans, hydraulic oil pump have IP index of ≥ 66
The materials used for the manufacture of the equipment and workmanship therefore as well as technical execution and assembly must be of the high quality.
All the main equipments, coal gas pipeline, pressure devices must be absolutely safe.
ARTICLE 5: CONTRACT VALUE AND PAYMENT TERMS
Total contract value: USD
Total contract value is:
The total contract value is fixed and not adjustable until completion of contract execution except for changes specified in Article 17 of this contract.
The prices as specified are understood to be DAF Huu Nghi Quan port, in accordance with INCOTERMS 2000 by ICC, and included following:
- Machines, equipments (including: packing, marking, and painting), listed in the
Annex 1, Annex 2 which is considered as an integral part of the contract
- 20 good technicians for installation and kiln modification, operation and technology transferring.
Payment terms:
Payment shall be in USD and shall be made in the following way:
5% of total contract value equal to USD is paid as down payment by T/T from the date of signing contract, then the contract come into effect.
75% of total contract value equal to USD is paid by T/T when the goods arrives Huu Nghi Quan border gate, before custom clearance.
15% of total contract value equal to USD is paid by T/T after signing Final Acceptance of Protocol
5% of total contract value equal to USDis paid by T/T after The Seller submits a Certificate of Guarantee valued 5% total contract amount with validity of 12 months from signing Protocol of Final Acceptance (during guarantee time).
Seller’s bank information as following:
Bank: Shenzhen Development Bank Co.,Ltd. Qingdao Branch
Beneficiary: QINGDAO CHINABRIDGE IMPORT & ExPORT CO., LTD.
Account No:
Swift:
Buyer’s bank information as follows:
Bank :
Beneficiary :
A/C :
Swift :
ARTICLE 6: CONDITIONS AND TIME OF DELIVERY
The machines and equipments of two-stage cold coal Gas Station will be manufactured after receiving the down payment from the buyer, the period of manufacturing is 40 days. It is estimated to take 15 days for packing and transporting to Huu Nghi Quan border gate.
The Seller delivers the Goods on DAF Huu Nghi Quan border gate basis in accordance with the INCOTERMS 2000 published by ICC.
Partial shipment is allowed
Transshipment (if any) is allowed.
The date of the Cargos Receipt is considered as the delivery date of the goods.
Delivery notice:
After the goods leaves the Seller's factory, the Seller will inform the Buyer the trucks numbers and the time when the goods arrives Huu Nghi Quan.
After the arrival of the Goods at the Huu Nghi Quan -Vietnam, the Buyer has the right to check quantity and quality of all goods, the Seller can dispatch representative at site when inspecting.
ARTICLE 7: PACKING AND MARKING
The Goods shall be delivered in standard packing for export goods. All equipments and parts must be marked as follows and suitable with packing list:
- Name of goods
- Quantity of parts, equipments
- Specification
The goods (gasification equipments) easily damaged should be packed with oil paper wrapping and polyethylene materials as inner packaging, outer packing should be used packing box.
Big parts, super big parts and irregular form parts shall be packed suitable with the transportation by truck.
The volume and weight of the single packing box shall be suitable for loading and transporting by crane, auto cars, trucks, and manpower.
Before packing the appropriate antirust and protective measures for the goods are to be taken in order to protect them from damages or corrosion. according to the seller’s requirement.
The Seller shall deliver to the Buyer, together with the Goods, the instruction handbooks relevant to the purchased equipment and must specify the number of boxes in each container.
The marking must be clearly done in indelible paint, and not less than five (5) centimeters, unless restricted by the size conspicuously mark on the site of the package appropriate international marks according to difference characteristics and the requirement for transportation, loading and unloading of the Goods.
Marking shall be as follows:
----------------------
HANOI CERAMIC TILES COMPANY
Contract No. Item No.
Consignee (Name and address):
Port or Place of loading (exit):
Place of destination: Huu Nghi Quan, Vietnam
Gross weight (kg) Net weight (kg)
Dimension: length (cm) Width (cm) Height (cm)
Position of Centre of gravity (+)
Package No. / Total number of packages
The above marking shall be on all documents forwarded to the Buyer
ARTICLE 8: TECHNICAL ASSISTANCE FOR ERECTION, MACHINE TEST AND COMMISSIONING PERFORMANCE TEST FOR ACCEPTANCE OF THE PLANT
The Seller has to send 20 good experienced technicians to the factory for installation, kilns modification, operation and technology transferring. Total time is 45 days.
Before coming to Vietnam for technical service, the Seller must send to the factory all technical documents which are 2 sets in English including all information and instructions related to the necessary tools and equipments for installation and operation according to article stated below.
Operation process includes followings:
- Process of Unloading test operation
- Process of Loading test operation
- Process of Problem handling
- Process of Operation state change
- Process of Chemical test
- Process of Safety at operation
Before erection, packages shall be opened for checking with the presence of the factory and the Seller’s representatives. In case components mentioned in the packing lists are found missing or damaged, a report signed by the Factory’s and the Seller’s representatives shall be made, also giving detailed descriptions of the packages at the time of checking.
Before the erection work begins, the Seller’s technical personnel shall give detailed descriptions of the methods and requirements of the erection. During the erection, the technical personnel shall give technical instructions to the erection work and take part in the inspection and test of erection quality of all the equipment,Important technical instructions by the Seller’s technical personnel shall be submitted in written form.
After the accomplishment of erection, the representatives of both parties shall make inspection and sign the Certificate of Completing the installation.
Machine test and commissioning performance test (in 2-3 days)
After signing the Certificate of Completing the Installation, both parties shall carry out no load test. A certificate for the test run will be signed by the representatives of both parties which include:
+ Testing the movement of the single standard machine.
+ Testing all mechanical and electrical connections.
After the accomplishment of the test run, the machinery will be put into load test operation.
Before starting the commissioning, the Factory shall make available sufficient skilled personnel including the personnel for operation, maintenance, testing and local supply.
Within the following 7 days from the successful completion of the performance test, the
Factory and the Seller will sign the Protocol of Final Acceptance basing on the technical specifications mentioned in Annex 3.
ARTICLE 9: INSURANCE
The Seller shall buy insurance policy for the Goods inside China under the contract for
110% PCT (one hundred and ten percent) of the total invoice value, covering all risks.
ARTILCE 10: GUARANTEE
The Seller should design and manufacture the equipments according to technical drawings
and related standards of P. R. China.
The guarantee period for the plant shall be twelve (12) months after installation. During this period, the Seller undertakes to supply the new equipment or spare parts for repair and replacement of damaged parts and/or machines due to faults in designs and/or manufacturing at the Seller’s cost.
The Buyer must promptly inform the Seller in written form of any possible problems arising form this guarantees.
Within 10 days from receiving notice of the Buyer, the Seller should send experts to Buyer’s plant for maintenance and replacement due to design and manufacture errors. If over 10 days from receiving notice of the Buyer the Seller does not send experts or/and concerned materials for repairing, the Buyer can go ahead repairing by themselve. All concerned repair costs will be paid by the Seller without complaint.
The Seller has to send to the Factory a Certificate of Guarantee valued 5% total contract amount through the Buyer’s bank as soon as signing the Final protocol of Acceptance.
ARTICLE 11: OBLIGATIONS OF THE SELLER
The Seller undertakes to fulfill all his Contractual obligations as follows:
To supply all machines, equipment and related services for the plant in accordance with ANNEx 1 _Φ×1 two-stage cold coal gas station quotation list_ in sufficient quantities, quality and types.
To establish a timing schedule immediately after effective date of contract as the agreement reached by both sides, which secures the contract. And this timing schedule will rule the performance of the contract.
To supply equipments according to the contract on the basis of DAF Huu Nghi Quan port in conformity with Article 6 of this contract. The Seller is also required to state clearly the followings:
● Origin and technical specifications of each equipment.
● Timing schedule of delivery
● Drawings, catalogues and necessary certificates
The Seller will have to provide the Buyer the following technical data and drawings each in 3 copies in order to allow the Buyer to prepare work for construction, assembling and commissioning of the equipment as follows:
● Drawings for the construction of foundation and workshop of the machinery, designs of the pipeline from the station to the Buyer’s 2 kilns ,02 vertical driers and 01 sprayer within 10 days from the date of signing contract.
● Technical data relating to the using of electrical power, water, compressed air within 10 days from the date of this contract coming into force.
● All instruction manuals of the machines supplied by the Seller within 10 days from the date of this contract coming into force.
ARTICLE 12: OBLIGATIONS OF THE BUYER
The Buyer undertakes to fulfil all his Contractual obligations as follows:
To provide the Seller with basis and necessary data and documents signed by the Buyer and related to the plant for the Seller’s designing and setting up the list of equipment and materials for the plant. The Buyer is to be responsible for the correctness of the documents.
To carry out all the import procedures and other necessary permits and approval by Vietnam government for signing and implementing the contract.
After receiving all goods, the Buyer should inform the Seller 15 days ahead of installation so that the Seller could transact visa and other necessary procedures.
To clear place for the erection site, arrange the necessary equipment, materials and manpower required for the work and make possible the beginning of the erection according to the timing schedule agreed by both parties. The Buyer must strictly comply with design documents provided by the Sellers in order to make sure quality of installation
To guard the erection site and goods that are delivered and materials for the Seller’s Expert (s) work. If any equipments and material were lost, the Buyer would take all responsibilities.
Some equipments easily damaged by humidity and force, easily fragile should be kept in room.
The Buyer should take measure to make sure personal safety at work of technicians at the seller side and their possessions.
To provide the labors force to fulfill the necessary requirements as to follow the timing schedule. If the labors force is not satisfactory to the Seller, the lost cost by delay of execution should be borne by the Buyer.
To assist the Seller’s experts to carry out necessary entry procedures such as entry visa, permit for working, etc. to come to Vietnam.
To assist the Seller’s experts, in case of their illness and accident, access to medical facilities, the Medical expenses should be borne by the Seller.
The Buyer will bear safety wears for the Seller’s technicians during they work in Vietnam.
To provide constant raw materials for operation of the plant.
To provide necessary storage facilities for storing process equipment and other erection materials during erection time.
For the technical assistance, the Buyer will bear :
+ Fees for transportation inside Vietnam for installation, operation and performance. The Buyer will pick up the Seller’s technicians at the airport (in case of travelling by air) or at Vietnam-China border (in case of travelling by road or by train)
+ Cost for accommodation : The Buyer will rent a house which is near the Buyer’s factory for technician. Breakfasts, lunches and dinners will be taken in the Buyer’s factory’s canteen.
+ Pocket money for technician is 10 USD per day for each person
ARTICLE 13: FORCE MAJEURE.
All occurrences and circumstances which happen after the Contract has come into force due to unforeseen and unavoidable facts of an extra ordinary character beyond the will and control of the Contracting parties hereto such as fire, natural calamity, war, strike etc... and with directly affect the fulfillment of the whole and/or part of the Contractual obligations are to be considered as cases of FORCE MAJEURE.
If the contact can not be put into effect due to FORCE MAJEURE, the contract shall automatically be extended with a new annex.
The party who can not carry out contract due to force majeure shall inform the other party thereof by fax immediately but not more than twenty (20) days after the commencement of such force majeure and termination thereof and confirm it within seven (07) days of the date of such fax by registered e-mail letter.
ARTICLE 14: TAxES AND DUTIES
When the Seller intends to bring all necessary instruments, materials and equipment into Vietnam for their performance, they must notify the Buyer of it and be accepted in advance by the Buyer in order that the Buyer can arrange the customs formalities for temporary importation.
All taxes and other duties due to performance of this contract incurred outside of Vietnam shall be at the Seller’s charge, any one incurred inside of Vietnam shall be at Buyer’s charge.
ARTICLE 15: CONFIDENTIAL TREATMENT AND SECRECY
The Seller retain the ownership of studies, drawings, models and any documents issued and communicated to the Buyer, or of which the Buyer may have had knowledge in fulfilment of the contract. Such information and documents may be used by the Buyer and exclusively for execution of the Contract.
These documents and information(including the content of the contract) shall be treated as confidential and shall not be distributed, published or generally communicated to any third parties without prior permission in writing by the Seller.
The Seller shall retain the exclusive ownership of the studies performed by the same, or by its representatives or subcontractors, for execution of the contract.
ARTICLE 16: CONCILIATION, ARBITRATION
Conciliation
If at any time during the validity of this contract any question, dispute or difference shall arise between the parties, either party shall, as soon as reasonably practicable give to other party notice in writing of the existence of such question, dispute or difference specifying its nature and point at issue. The parties shall settle such matter amicably first.
Arbitration
All the disputes arising from and/or by this contract shall be finally settled according to the rules of Conciliation and Arbitration of the International Chamber of Commerce. The place of the Arbitration shall be in Vietnam International Economic and Trade Arbitration Commission.
The arbitrators are authorized to judge impartially and their judgement shall be final conclusive and binding on the parties hereto.
The cost of arbitration shall be shared as determined by the Arbitrator(s).
ARTICLE 17: CHANGE AND AMENDMENT OF CONTRACT
Change of contract
The Buyer can send to the Seller notices of change for the contract as follows:
- Extending the supply of goods and services
- Design drawings and specification of goods according to the contract
- Transporting and package method
- Delivery time and services supply time
Amendment of contract
If the amendment of contract is the reason of increase or decrease of costs and time for the Seller to proceed any works according to contract, the contract value will be amended accordingly.
If any changes or amendments of contract articles is not agreed in writing and be signed of contractual parties, it will not be valid.
ARTICLE 18: CONTRACT DOCUMENTS
The following form documents indispensable parts of this Contract:
· The Contract
· Annexes
· Amendments or supplement in written form signed by the Seller and the Buyer.
ARTICLE 19: PERFORMANCE SECURITY
After signing contract, the Seller has to deliver a Performance Security issued by a famous bank of China with amount of 10% total contract value to the Purchaser to guarantee Seller’s performance of the contract to be signed.
ARTICLE 20: LIQUIDATED DAMAGES FOR CONTRACT VIOLATION
The Seller agrees to pay for the Buyer as follows:
Liquidated damages due to the delay of delivery and services
Any delay of the shipment due to the Seller’s fault, the following liquid damage will be applied:
· No liquidated damage will be applied for 2 weeks delay.
· 1% of total contract value for the delayed goods of every 2 weeks next.
· of total contract amount per day due to the delay of delivery after the Buyer already pays 75% total contract value when the goods arrives Huu Nghi Quan.
The liquidated damages due to non – achievement of designed capacity.
- The two first weeks after the 30 days from the Performance Test if performance capacity is lower than the guaranteed capacity, the contract value shall be paid by the Seller as liquidated damage.
- For the third week, if performance capacity is still lower than guaranteed capacity, the Seller shall be paid contract value for every week.
Total amount of liquidated damages due to non-achievement of designed capacity shall not exceed 5% of total contract value.
The Buyer agrees to pay for the Seller the arising cost caused by the late payment of 75% total contract amount when the goods arrives Huu Nghi Quan.
ARTICLE 22: EFFECTIVENESS OF THE CONTRACT
The present Contract will be considered as the tie when it is signed by both the Buyer and the Seller. However, the contract will come into effect upon fulfilment of all the following conditions:
· The Buyer receives Performance security of 10% total contract value
· The Seller receives the deposit of 10% total contract value.
The contract is made in seven (08) original copies in English with same valid.
FOR AND ON BEHALF FOR AND ON BEHALF
OF THE BUYER OF THE SELLER
编号： no：
日期： date ：
签约地点： signed at：
卖方：sellers：
地址：address： 邮政编码：postal code：
电话：tel： 传真：fax：
买方：buyers：
买卖双方同意按下列条款由卖方出售，买方购进下列货物：
the sellers agrees to sell and the buyer agrees to buy the undermentioned goods on the terms and conditions stated below:
1 货号 article no.
2 品名及规格 description&specification
3 数量 quantity
4 单价 unit price
5 总值：
数量及总值均有_____%的增减,由卖方决定。
total amount
with _____% more or less both in amount and quantity allowed at the sellers option.
6 生产国和制造厂家 country of origin and manufacturer
7 包装： packing：
8 唛头： shipping marks：
9 装运期限：time of shipment：
10 装运口岸：port of loading：
11 目的口岸：port of destination：
12 保险：由卖方按发票全额110%投保至_____为止的_____险。
insurance：to be effected by buyers for 110% of full invoice value covering _____ up to _____ only.
13 付款条件：
买方须于_____年_____月_____日将保兑的，不可撤销的，可转让可分割的即期信用证开到卖方。 信用证议付有效期延至上列装运期后15天在中国到期，该信用证中必须注明允许分运及转运。
payment：
by confirmed, irrevocable, transferable and divisible l/c to be available by sight draft to reach the sellers before ___/___/_____ and to remainvalid for ingotiation in china until 15 days after the aforesaid time of shipment. tje l/c must specify that transhipment and partial shipments are allowed.
14 单据：documents：
15 装运条件：terms of shipment：
16 品质与数量、重量的异义与索赔：quality/quantity discrepancy and claim：
17 人力不可抗拒因素：
由于水灾、火灾、地震、干旱、战争或协议一方无法预见、控制、避免和克服的其他事件导致不能或暂时不能全部或部分履行本协议，该方不负责任。但是，受不可抗力事件影响的一方须尽快将发生的事件通知另一方，并在不可抗力事件发生15天内将有关机构出具的'不可抗力事件的证明寄交对方。
force majeure：
either party shall not be held responsible for failure or delay to perform all or any part of this agreement due to flood, fire, earthquake, draught, war or any other events which could not be predicted, controlled, avoided or overcome by the relative party. however, the party affected by the event of force majeure shall inform the other party of its occurrence in writing as soon as possible and thereafter send a certificate of the event issued by the relevant authorities to the other party within 15 days after its occurrence.
18 仲裁：
在履行协议过程中，如产生争议，双方应友好协商解决。若通过友好协商未能达成协议，则提交中国国际贸易促进委员会对外贸易仲裁委员会，根据该会仲裁程序暂行规定进行仲裁。该委员会决定是终局的，对双方均有约束力。仲裁费用，除另有规定外，由败诉一方负担。 arbitration
all disputes arising from the execution of this agreement shall be settled through friendly consultations. in case no settlement can be reached, the case in dispute shall then be submitted to the foreign trad arbitration commission of the china council for the promotion of international trade for arbitration in accordance with its provisional rules of procedure. the decesion made by this commission shall be regarded as final and binding upon both parties. arbitration fees shall be borne by the losing party, unless otherwise awarded.
RETAINING CONTRACT
法律顾问合同
By and between
签约方
Client
当事人
Chongqing Guangxian Law Offices
重庆广贤律师事务所
November, 20xx二O一三年十一月
1. The Parties 缔约方 ........................................................................ 3
2. Backgrounds缔约基础 .................................................................. 3
3. Services Rendered服务内容与责任 ............................................. 4
4. Litigation or Arbitration Service诉讼和仲裁服务 ....................... 5
5. Obligations of Client当事人的义务 ............................................. 6
6. Fee and Payment顾问费用与支付 ............................................... 6
7. Work Implementation 工作方式 .................................................. 7
8. Remedies 违约责任 ...................................................................... 7
9. Supplementary Agreements 补充协议 ......................................... 8
10. Miscellaneous一般约定 .............................................................. 8
Contract Number: 合同号
1. The Parties 缔约方 People’s Republic of China as of is entered into by and between:本服务合同（以下简称合同）于20xx年11月6日在_重庆市由以下双方订立：
. (“Client”) 重庆当事人（以下简称当事人）
And 和
. Chongqing GuangXian Law Offices (“Guangxian”), a recorded law firm underlaws of People’s Republic of China of which address is 162 3rd Zhongshan Lu, Eich Int'l Plaza 16/F, Yuzhong District, Chongqing, 400015, People's
Republic of China重庆广贤律师事务所（以下简称广贤），系根据_法律成立的注册律师事务所，地址位于重庆市渝中区中山三路162号中安国际大厦16层，邮编：400015
. Client and Guangxian shall hereinafter be referred to individually as the _Party_and collectively as the_Parties_. 当事人和广贤可单独称为“一方”，合称为“双方”。
2. Backgrounds缔约基础
. In accordance with the Lawyers Act and Contract Act of the People’s Republic
of China, Client engages Guangxian as its retained Attorneys to deal with legal affairs in its business operation.根据《_律师法》和《_合同法》，当事人聘请广贤处理法律事项。
. Guangxian agrees to accept such engagement as stipulated in the last paragraph.
广贤同意接受前述聘请。
INWITNESS THEREFORE, The Parties hereby agree as follows: 为此，双方特此订立如下条款：
3. Services Rendered by Guangxian to Client 广贤的服务内容与责任
. Important Contract Review or Draft重大合同审查或起草
According to Client’s request Guangxian shall legally review or draft contract
documents for any kind of routine business including but not limited to the guarantee contract, loan contract, construction contract, technology contract, intellectual
property transfer or license contract, materials procurement contract, product sales agreement, service contract, labor contract etc. for Client without specialized project contract;应当事人要求，对当事人拟签订各类重要合同，包括但不限于担保合同、贷款合同、建设工程合同、技术合同、知识产权转让、许可使用合同、物资的采购协议、产品经销协议、产品服务协议、劳动合同、劳务合同，进行法律审查或起草合同文本，但属于专项法律服务内容的除外；
. Internal Rules and Regulations Review 制度审查
According to Client’s request Guangxian shall review any important internal rules and regulations relevant to its employees, sales contributor, supplier or based on any legal or regulatory rules including environmental protection, fire fighting, accounting or financial issues;应当事人要求，就当事人内容涉及当事人与其员工、经销商、供应商或根据法律法规或监管规则（例如：环境法规、消防法规、会计法或会计规则、财政税法等）要求建立的，重要规章制度进行法律审查。
. Attorney’s Opinions 法律意见
According to Client’s request, Guangxian shall submit opinions for any issue revolved in Client’s business and internal management. 应当事人要求，就当事人业务活动和内部经营管理中涉及的法律问题提供法律意见。
. Attorney’s Letter发出律师函
According to Client’s request, to resolve all relevant disputes of both internal and outside business with Attorney’s Letter to Client’s debtor or relevant party.
应当事人要求，就当事人在业务活动及内部经营管理活动中出现的各类纠纷提供咨询意见或建议，发出律师函。
. Legal Training法律知识培训
In accordance with Client’s request, Guangxian shall provide legal training for
Client’s relevant employees.应当事人要求，对当事人的相关人员进行法律知识和运用技巧的培训或举办法律讲座。
. Documents Legal Review文件的法律审查
In accordance with Client’s request, review or draft any documents with legal binding force or take any obligation, including but not limit to post, publicity, representation, advertisement words, external promise or bids;
应当事人要求，就当事人对外发布的具有法律约束力或以承担一定义务为内容的文件，包括但不限于公告、公示、声明、广告语、对外承诺、招标文件等，进行法律审查或拟定相关文本。
. Deals Introduction
In accordance with the request of Client, recruit and introduce any partner or investment for Client, supply any operational project or relevant information;
根据当事人的要求，招募并引荐合营或合作伙伴或投资者(以下简称引荐客户)，招募并引荐经营项目或提供相关信息；
. Monthly Report
Provide legal information pertained to the business of Client. Such kind of report shall be delivered monthly.
为当事人经营活动按月提供法律信息。此类报告应当按月提供。
4. Litigation or Arbitration Service诉讼和仲裁服务
. Guangxian’s service shall exclude litigation or arbitration. Client may consult
Guangxian for general analysis of any litigation before brings lawsuit or within three days after receiving a court summons. Guangxian shall supply legal
consulting service based hereunder.
广贤律师提供的其它法律事务服务不包括诉讼仲裁业务，当事人诉讼业务
The date of signature of this agreement
协议签署日期：
Advertiser 广告商：
Advertiser’s Address 广告地址：
Telephone 电话:
Agency 代理商：
Agency’s Address 代理商地址：
This Advertising Agency Agreement (hereinafter referred to as Agreement) is made and effective this Date of, by and between Advertise and Agency.
此广告代理协议（下称：协议）从签约之日起由广告商和代理商之间签订并生效，
Agency is in the business of providing advertising agency services for a fee. 代理商从事提供广告代理服务并收取费用。
Advertiser desires to engage Agency to render, and Agency desires to render to Advertiser, certain advertising agency services, all as set forth.
广告商欲雇用代理商提供服务，并且代理商欲提供给广告商某些广告代理服务，如下所示。
NOW, THERFORE, in consideration of the mutual agreements and covenants herein contained the parties hereto agree as follows:
因此，现在，考虑到在此包含的双方约定和合同，双方同意如下条款：
1. Engagement 雇用
Advertiser engages Agency to render, and Agency agrees to render to Advertiser, certain services in connection with Advertiser’s planning, preparing and placing of advertising for certain of Advertiser’s products as follows:
广告商启用代理商提供，并且代理商同意提供给广告商和广告商的计划，准备和投放一些广告商的产品的服务，如下所示：
A. Analyze Advertiser’s current and proposed products and services and present and potential markets.
分析广告商的目前和建议的产品和服务，目前和潜在的市场。
B. Create, prepare and submit to Advertiser for its prior approval advertising ideas and programs.
创立，准备和提交给广告商先前批准的广告理念和计划。
C. Prepare and submit to Advertiser for its prior approval estimates of costs and expenses associated with proposed advertising ideas and programs.
准备和提交给广告商与所建议的广告理念和计划的先前的批准的预计成本和费用。
D. Design and prepare, or arrange for the design and preparation of, advertisements. 设计和准备，或安排广告的设计和准备。
E. Perform such other services as Advertiser may request from time to time such as, but not limited to , direct mail advertising preparation, speech writing, publicity and public relations work, market research and analysis.
进行广告商可能不时要求的其他服务，例如，但不局限于，直接的邮寄广告准备，演讲稿，宣传和公共关系工作，市场研究和分析。
F. Order advertising space, time or other means to be used for publication of Advertiser’s advertisements, all time endeavoring to secure the most efficient and advantageous rates available.
预订用于广告商广告发布的空间，时间或其它方式，一直努力获得最有效的和最有利的费率。
G. Proof for accuracy and completeness of ions, displays, broadcasts, or other forms of advertisements.
寻求精确性和完成广告附加页，展示，广播或其它形式的广告。
H. Audit invoices for space, time, material preparation and charges.
审计空间，时间，材料准备和费用的发票。
2. Products产品
Agency’s engagement shall relate to the following products and services of Advertiser: [Products]
代理商的启用将与广告商的下列产品和服务有关[产品]
3. Exclusivity 独家代理
Agency shall be the [Exclusive or Non-Exclusive] advertising agency in the United States for Advertiser with respect to the products described in Section 2 Above. 代理商将是关于上述第二部分广告商在美国的[独家代理或非独家代理]广告机构。
4. Compensation赔偿金
A. Agency shall receive an amount equal to Media Commission Rate of the gross charges levied by media for advertising placed therewith by Agency pursuant to this Agreement; and Non-Media Commission Rate after volume discount, of the charges of suppliers of services or properties, such as finished art, comprehensive layouts, type composition, photos, engravings, printing, radio and television programs, talent, literary, dramatic and musical works, records and exhibits, purchased by Agency on Advertiser’s authorization during the term of this Agreement; provided that:
代理商将根据此协议获得等同于[媒体佣金费率]的由代理商投放广告媒体所征收的总费用；并且在总量折扣之后获得等同于[非媒体佣金费率]的供应商的服务或财产的费用，如艺术品，总体设计，字体组合，直接影印本，版画，印刷，广播和电视节目，人才，文学作品，戏剧和音乐作品，唱片和展览，由代理商根据广告商的授权在此协议期限内购买；只要：
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