技术进口合同商务部英版.docx

1、技术进口合同商务部英版Contract for Equipment Sales and Technology Licensing Contract No. _This Contract (hereinafter referred to as the “Contract”) is made and entered into as of _ (the date of signature ) in _ (the place of signature) through friendly negotiation by and between _, a company incorporated and e

2、xisting under the laws of the Peoples Republic of China with its registered address at_, and with its principal place of business at _ (hereinafter referred to as the “Buyer”), and_, a company incorporated and existing under the laws of _ with its registered address at _, and with its principal plac

3、e of business at _ (hereinafter referred to as the “Seller”). Whereas, the Buyer desires to engage the Seller to provide the Equipment, related design, Technical Documentation, Technical Service and Technical Training and to obtain from the Seller a license of Patent and/or Know-how in relation to t

4、he Erection, Test Run, Commissioning, Performance Test，operation and maintenance for the Equipment, as well as manufacture of the Contract Products. Now it is hereby mutually agreed as follows: Article 1 Definitions1.1 “Acceptance ”means the Buyer accepted the Equipment in accordance with Article 11

5、.5. 1.2 “Commissioning” means the operation of the Equipment in accordance with Article 11.4 for the purpose of carrying out Performance Test.1.3 “Contract” means this Contract signed by and between the Buyer and the Seller, including Appendices attached which shall form an integral part of this Con

6、tract.1.4 “Contract Products” refers to all types of the products manufactured with Patent and/or Know-how under the Contract, details of which are specified in Appendix 1.1.5 “Destination Airport” refers to _Airport.1.6 “Effective Date of the Contract” means the date when the Contract enters into f

7、orce upon fulfillment of all the conditions stated in Article 18.1.1.7 “Equipment” means the equipment, machinery, instruments, spare parts and materials supplied by the Seller as listed in Appendix 3.1.8 “Erection” means placing the Equipment to the positions according to the design drawings, and c

8、onnecting it with relevant equipment and utilities.1.9 “Improvement” refers to new findings and/or modifications made in the validity period of the Contract by either party on Patent and/or Know-how in the form of new designs, formulas, recipes, ingredients, indices, parameters, calculations, or any

9、 other indicators.1.10 “Job Site” means the site where the Equipment shall be located and/or erected, namely _. 1.11 “Know-how” refers to any valuable technical knowledge, data, indices, drawings, designs and other technical information, concerning the Erection, Test Run, Commissioning, Performance

10、Test，operation and maintenance for the Equipment as well as manufacture of the Contract Products, developed and owned or legally acquired and possessed by the Seller and disclosed to the Buyer by the Seller, which is unknown to either public or the Buyer before the Date of Effectiveness of this Cont

11、ract, and for which appropriate protection measures have been taken by the Seller for keeping Know-how in secrecy. The specific description of Know-how is set forth in Appendix 3.1.12 “Last Shipment” means the shipment with which the accumulated invoice value of shipped goods has reached _ ( ) perce

12、nt of the total Equipment price.1.13 “Patent” refers to any and all of the effective patent rights possessed by the Seller and licensed to the Buyer under the Contract in connection with the Erection, Test Run, Commissioning, Performance Test,operation and maintenance for the Equipment, as well as m

13、anufacture of the Contract Products, the No. and list of which are set forth in Appendix 3.1.14 “Performance Test” means the tests for examining whether the Equipment is able to meet guarantee figures specified in Appendix 1. 1.15 “Technical Documentation” means the technical indices and data, speci

14、fications, drawings, processes, technical and quality standards, and other documents carrying the descriptions and explanations of Patent, Know-how and other technical information, in connection with the Erection, Test Run, Commissioning, Performance Test，operation and maintenance for the Equipment,

15、 as well as manufacture of the Contract Products, to be provided by the Seller as listed in Appendix 4.1.16 “Technical Service” means the technical instruction, assistance and guidance rendered by the Seller as per Appendix 6. 1.17 “Technical Training ” means the training rendered by the Seller as p

16、er Appendix 7.1.18 “Test Run” means the initial run of a single machine or the whole system of the Equipment without materials.1.19 “Warranty Period” means the period of the warranty given by the Seller as specified in Article 12.2, during which the Seller is responsible for the defects of the Equip

17、ment as per Article 12. Article 2 Scope of the Contract2.1 The Sellers Obligation2.1.1 The Seller shall supply the Equipment, provide the design, Technical Documentation, and conduct the Technical Service and Technical Training, and grant the Buyer a right to use the Patent and/or Know-how as set fo

18、rth in the Contract.2.1.2 The Seller shall supply the Equipment which is listed in Appendix 3, the specification is detailed in Appendix 1. 2.1.3 The Seller shall provide design in accordance with Appendix 5, and submit to the Buyer the Technical Documentation listed in Appendix 4.2.1.4 The Seller s

19、hall conduct the Technical Services at the Job Site as per Appendix 6.2.1.5 The Seller shall conduct the Technical Training as per Appendix 7.2.2 The Buyers Obligation2.2.1 The Buyer shall at his own costs and expenses, provide the Seller with all information and data concerning the design as per Ap

20、pendix 2. The Buyer shall ensure the completeness, correctness and accuracy of all such information and data.2.2.2 The Buyer shall at his own costs and expenses, obtain all necessary import permits, undertake customs clearance, take delivery of the Equipment to be supplied by the Seller and transpor

21、t them to the Job Site in time.2.2.3 The Buyer shall at his own costs and expenses, perform all the civil works, construction, Erection, Test Run， Commissioning and Performance Test in accordance with the Technical Documentation under the Technical Services rendered by the Seller as per Appendix 6.2

22、.2.4 The Buyer shall at his own costs and expenses, supply all the equipments, spare parts and facilities required, except for the Equipment supplied by the Seller as per Appendix 3. 2.2.5 The Buyer shall at his own costs and expenses, provide the qualified and appropriate technical personnel, labor

23、, tools, utilities and the Job Site in time for Erection, Test Run, Commissioning, and Performance Test as specified in Appendix 2. 2.2.6 The Buyer shall at his own costs and expenses, perform necessary administration and security guard at the Job Site. Article 3 Grant of License3.1 The Seller agree

24、s to grant to the Buyer and the Buyer agrees to obtain from the Seller a license to manufacture the Contract Products as well as to conduct Erection, Test Run, Commissioning, Performance Test, operation and maintenance for the Equipment with Patent and/or Know-how as well as to use and sell the Cont

25、ract Products. The name, model, specification, and technical data of the Contract Products are detailed in Appendix 1. The Buyer shall not make use of Patent and/or Know-how for any purposes other than those stipulated in the Contract without prior written approval from the Seller. The annual output

26、 of the Contract Products manufactured by the Buyer shall in no case exceed _. 3.2 (Option 1) The license granted under the Contract shall be an exclusive license. The Seller shall not retain its right to grant the licenses to any third parties, or to explore Patent and/or Know-how as well as to sel

27、l the Contract Products by itself within the territory specified in Article 3.4. (Option 2) The license granted under the Contract shall be a non-exclusive license. The Seller shall retain its right to grant the licenses to any third parties, and to explore Patent and/or Know-how as well as to sell

28、the Contract Products by itself within the territory specified in Article 3.4.3.3 The license granted under the Contract shall be a non-transferable and non-sublicensing license, under which the Buyer shall neither be entitled to transfer nor grant sub-license to any third party without prior writte

29、n approval from the Seller.3.4 Territory3.4.1 The Seller agrees to grant the license to the Buyer only within the territory of _ (country or region). The Buyer shall not explore Patent and/or Know-how in any place other than the Job Site without previous written consent of the Seller.3.4.2 The Selle

30、r agrees to grant a license to the Buyer to use and sell the Contract Products only within the territory of _ (Country or region). In case the Buyer fails to perform its obligations under this Clause, all the actual losses and damages thus incurred to the Seller shall be borne by the Buyer, and the

31、Seller shall have the right to terminate the Contract without prejudice to any remedies specified in the Contract. Article 4 Price 4.1 The Buyer agrees to pay the total Contract price, Technical Training and Technical Service fee to the Seller.4.2 The total Contract price, including price of the Equipment, design, Technical Documentation and a license fee in a fixed amount, shall be _(say _ only). The breakdown price is as follows:The price for Equipment is _(say _ only). Fee for design is _(say _ only). F