0229招标文件中英文（1）

Form 3-3 Price List of Spare Parts for Erection/Installation,Assembly,
Commissioning, Start-up, testing and Warranty Period

Name of Bidder: IFB/ Package No.:

Item No.

Name

Model/
Specification

manufacturer & Country of Origin

Quantity

Unit Price

Total Price

Remarks

CIF/ USD

EXW/RMB Yuan

CIF/ USD

EXW/RMB Yuan

Total

Note: 1. Bidder must provide itemized pricesand description.

2. Spareparts offered from within the PRC shall fill in RMB columns, Inland Transportation to the FinalDestination and Insurance columns. Spare parts offered from abroad shallfill in USD columns.

.

AuthorizedSignature:

OfficialSeal:

Date :

Form 3-4 Price List of Technical Service

Name of Bidder: IFB /Package No.:

Itemsof Services

Number of persons

(1)

Numberof Round Trips (2)

Number of Man-Hour

(3)

Man-HourRate
(4)

Over-timeMan-Hour rate
(5)

UnitPrice of
a Round Trip
(6)

Mealsand accommodation fee (7)

Sub-total
(1)×[(2)×(6)+ (7)]+(3)×(4)

Erection/InstallationSupervision at Site

Commissioning,start-up, trials operating, Performance Test at Site

Designliaison meeting at Site

Designliaison meeting at Seller’s workshop

Trainingpurchaser’s Personnel at Site

Trainingpurchaser’s Personnel at Seller’s workshop

Factoryinspection

Total

Option:purchaser’s Personnel fee for training at seller’s workshop

Option:purchaser’s Personnel fee for design liaison meeting at seller’s workshop

Option:purchaser’s Personnel fee for factory inspection at seller’s workshop

AuthorizedSignature:

Official Seal:

Date:

Form 4-2List and Descriptions of Assignment and Subcontract

Name of Bidder: IFB/ Package No.:

Item No.

Name of Component

Model / Specification

Quantity

Manufacturer

Country of Origin

Description

AuthorizedSignature:

OfficialSeal:

Date:

Attachment 7 Bid Security Form

Bid Security

IssuingDate ___________

To: Shenhua International Ltd.

Bid Security for IFB No. For (Project Name)

ThisGuarantee is hereby issued to serve as a Bid Security of (name of Bidder) (hereinaftercalled the Bidder) for Invitation for Bid IFB No. for supply of (name of Goods) to Shenhua International Ltd.

(name ofIssuing Bank) hereby unconditionally andirrevocably guarantees and binds itself, its successors and assigns to pay youimmediately without recourse, the sum of (currency and figure in words) upon receipt of your written notificationstating any of the following:

(1) The Bidder has withdrawnhis bid after the time and date of the bid opening and before the expiration ofits validity period; or

(2) The Bidder has failed toenter into Contract with you within thirty (30) calendar days after the receiptof the notification of Contract award; or

(3) The Bidder has failed toestablish acceptable Performance Security within thirty (30) calendar daysafter receipt the Notification of Award.

(4) The Bidder has failed topay the service charge for bidding within fifteen (15) days after receiving theNotification of Award of Contract.

It is fullyunderstood that this guarantee takes effect from the date of the bid openingand shall remain valid for a period of calendar days thereafter, and during theperiod of any extension thereof that may be agreed upon between you and theBidder with notice to us, unless sooner terminated and or released by you.

Name of issuing bank: _________________

Signed by: __________________________

(printed name and designation of official
authorized to sign on behalf of issuing bank)

Signature: __________________________

Official Seal: ________________________

7. 投标保证金保函格式

投标保证金保函

开具日期：

致：神华国际贸易有限责任公司

招标编号为 （招标编号） 的项目的投标保证金

本保函作为 （投标人名称） （以下简称“投标人”）对（招标机构名称） 招标编号为（招标编号） 的投标邀请提供 （货物名称） 的投标保证金。（开具行名称） 无条件地、不可撤销地保证本行或其继承人和其受让人，一旦收到贵方提出的下述任何一种事实的书面通知，立即无追索地向贵方支付总额为 （币种和金额） 的保证金：

1. 从开标的时间和日期起到投标文件有效期满前，投标人撤回投标；或

2. 在收到中标通知书后30个日历日内，投标人未能与贵方签订合同；或

3. 在签订合同后30个日历日内，投标人未能开具可接受的履约保证金。

4．在收到中标通知书后15个天内，投标人未能向贵方支付中标服务费。

本保函自截标日起 日历日内有效，除贵方提前终止或解除本保函外，凡贵方和投标人同意延长的任何期限，投标人须通知本行。

出具保函银行名称：

授权签字人姓名和职务：（印刷字体姓名和职务）

签 字：

公 章：

Attachment 8 Form for Power of Attorney

Power of Attorney

KNOW ALLMEN by these presents that the undersigned (name)(title) of (firm)lawfully authorized to represent and act on behalf of the said company, whoseregistered address is do herebyappoint (name),(title) of (firm) , whose signatureappears below to be true and lawful attorney, and authorize the said attorneyto execute all the necessary matters related thereto, in the name and on behalfof the said company in connection with the Contract of Project.

In witness thereof, we have hereto set outrespective hands this day (monthand year).

Signature of Legal Representative:

Signature of Attorney:

Witnessed by:

Name and Title of Witness:

Name of Firm of Witness:

Address of Witness:

附件8. 法定代表人授权书格式

法定代表人授权书

致：神华国际贸易有限责任公司

招标编号：

本授权书声明：注册于（国家或地区的名称）的（公司名称）的在下面签字的（法人代表姓名、职务）代表本公司授权（单位名称）的在下面签字的（被授权人的姓名、职务）为本公司的合法代理人，就（项目名称）的（合同名称）投标，以本公司名义处理一切与之有关的事务。

本授权书于 年 月 日签字生效，特此声明。

法定代表人签字

被授权人签字

见证人签字

见证人姓名和职务

见证人单位名称

见证人地址

Attachment 9 QualificationDocuments

Instruction to Applicants

(1) The applicantswho are manufacture shall fill out and submit Form 9-1, 9-2 and 9-5 specifiedhereafter as well as other information concerned. The applicants who areTrading Companies (or Agent) shall fill out and submit all the Forms specifiedhereafter and other information concerned.

(2)Positive answers should be given to all questions and/or information requiredin the attached Forms.

(3) Thesignatory of the qualification information shall guarantee the truth andaccuracy of all Statement and all answers to questions made therein.

(4) Thequalification information submitted by the applicants shall be used by theBuyer in determining, according to the judgment and discretion of the Buyer,the eligibility and competence of the Bidders to perform the Contract.

(5)Documents submitted by the applicants will be treated as confidential but willnot be returned.

(6) All documents shall be made out in thelanguage in one (1) original and number of copies as defined in Bid Data Sheet.

附件9. 资格证明文件格式

填 写 须 知

1) 制造商作为投标人应填写和提交下述规定的格式9-1、9-2、9-5，以及其他有关资料。贸易公司作为投标人应填写和提交下述规定的全部格式以及其他有关资料。

2) 所附格式中要求填写的全部问题和/或信息都必须填写。

3) 本资格声明的签字人应保证全部声明和填写的内容是真实的和正确的。

4) 买方将应用投标人提交的资料根据自己的判断和考虑决定投标人履行合同的合格性及能力。

5) 投标人提交的材料将被保密，但不退还。

6) 全部资格证明文件应按投标资料表规定的语言和份数提交。

Form 9-1 StatementConcerning Qualification

Date:

To: ShenhuaInternational Ltd.

In connection withyour Invitation for Bid Package No. dated_________, the undersigned would like to participate in the bid for supply of (name of Goods) which are specified in the Schedule ofRequirements and submit the following documents and certificate that allstatements are true and correct.

(1) Letterof Authority issued by (nameof Manufacturer) to theeffect that we are authorized to represent and bind the said manufacturer (whenthe Bidder is a trading company acting as an agent).

(2) Oursand the manufacturers Qualification Statement.

(3) Acertificate in which the undersigned certifies that the statements made in theQualification Documents are true and correct, together with a Letter ofReference from our Bank (nameof Bank) .

Name and Address of Manufacturer PersonAuthorized to Sign
or Trading Company ThisQualification Documents

_________________________ _____________________________

(Name) (signature)

_________________________ _____________________________

(Address) (Printed name anddestination)

_________________________ _____________________________

(Fax number) (Telephone number)

SECTION 7

第七章

Contract Data Sheet

合同资料表

The following terms and conditions ofcontract is a specific supplement and amendment for the standard terms andconditions of contract in Volume 1 section 2 to the requirements for purchasingthe goods for the project。In case ofdiscrepancy between this sheet and the standard terms and conditions ofcontract in Volume 1 section 2. This sheet shall prevail.

下列合同条款是为购买本项目货物而对招标文件第一册第二章合同条款进行的特定补遗和修改。若本合同条款中内容与第一册第二章合同条款相冲突，以本合同资料表中内容为准。

CONTRACT

ForSupply of

VENT RECOVERY COMPRESSOR

（K-5214）

For

THE 300KTA POLYPROPYLENE PLANT

OF

sHENHUA bAOTOU Coal TO OLEFIN Project

BETWEEN

Shenhua baotou coal chemicals co., Ltd.

Shenhua International Ltd.

and

********

CONTRACT no.: 2007RCC/13***

Date:****TH 2007

Place:***, PRC

CONTRACT

Shenhua Baotou Coal Chemicals Co., Ltd. established underthe laws of the People’s Republic of China, having its office at 1# Aerding Street, Kundulun District, Baotou,Inner Mongolia, P.R China (hereinafter called the “OWNER”) and ShenhuaInternational Ltd., established under the laws of the People’s Republic ofChina, having its office at No.22, Xibinhe Road, Andingmen, Beijing 100011 P.RChina (hereinafter called the “BUYER”), as one party, and ******** (hereinaftercalled the “SELLER”) established under the laws of ******，having its office in*************, as theother party do hereby agree to sign thisCONTRACT (hereinafter called the “CONTRACT”) in accordance with the terms andconditions as follows:

1. CONTRACTDocuments

The following documentsare hereby attached and made integral parts of the CONTRACT.

(a)Terms and Conditions, Annex one (1) to three (3)of the CONTRACT.

(b) Technical Appendix.

Priority of CONTRACT Documents：thedocuments forming the CONTRACT are to be taken as mutually explanatory of oneanother. For the purpose of interpretation, the priority of the documents shallbe in accordance with the following sequence:

(a) CONTRACT;

(b) Appendix of the CONTRACT;

(c) Seller’s PricingConditions;

(d) Any other documents forming part of theCONTRACT;

(e) Any additional requirement of theBUYER subject to the Seller’s acceptance and agreement.

（f） Bidding documents(Volume One and Two) andclarification documents at bidding review phase.

2. Scopeand Conditions of the CONTRACT

The scope and conditions of theCONTRACT shall be in accordance with the CONTRACT documents specified inTechnical Appendix.

3. GOODSand Quantity

TheGOODS and Quantities supplied under this CONTRACT are specified in TechnicalAppendix.

4. CONTRACTValue

Thetotal CONTRACT PRICE shall be ********** (SAY: ********** ONLY) CIF Liner Term Xingang Seaport (INCOTERMS2000), (the break down price is shown in Annex 3).

5. Termsof Payment

The terms of payment forthe GOODS, design liaison, quality inspection and training of the OWNER’Spersonnel abroad, technical Services at the SITE under this CONTRACT arespecified in the terms and conditions, Annex of the CONTRACT and TechnicalAppendix.

6. DeliveryTime

Thetime of delivery under this CONTRACT is specified in Clause 13 underTerms & Conditions of the CONTRACT.

7. Effectivenessof the CONTRACT

This CONTRACT willbecome effectiveness after its signing by the authorized representatives ofthree parties.

ThisCONTRACT is now signed in *****, the People’s Republic of China on *****th, 2007 b

OWNER:

Shenhua Baotou Coal ChemicalsCo., Ltd.

_____________________________

**************

****************

***************

BUYER:

Shenhua International Ltd.

_____________________________

************

*******

SELLER:

****************

_____________________________

******

***********

******************

1.Definitions

2.Intention of the CONTRACT

3.Country of Origin

4.Standards

5.Use of CONTRACT Documents and Information

6.Intellectual Property Rights

7.Performance Security

8.Inspection and Test

9.Packing

10. Marking for Shipment

11. Terms of Shipment

12.Shipping Advice

13.Delivery and Documents

14.Insurance

15.Transportation

16.INCIDENTALSERVICES

17.SpareParts

18.Warranty

19.Claims

20.Payment

21.Price

22.Change Orders

23.Contract Amendments

24.Assignment

25.Subcontract

26.Delays in the SELLER’s Performance

27.Liquidated Damages

28.Termination for Default

29.Force Majeure

30.Termination for Insolvency

31.Termination for Convenience

32.Resolution of Disputes

33.Governing Language

34.Applicable Law

35.Notices

36.Taxes and Duties

37.Miscellaneous

38.Contact Channel

1.Definitions

In thisCONTRACT, the following terms shall be interpreted as indicated:

(a)“CONTRACT” means the agreement entered into amongthe OWNER, the BUYER and the SELLER, as recorded in the CONTRACT form signed bythe parties, including all annexes and appendices thereto and all documentsincorporated in reference thereto.

(b)“CONTRACT PRICE” means the price payable to the SELLERunder the CONTRACT for the full and proper performance of its contractualobligations.

(c)“GOODS” means all of the equipment, machinery, electricequipment & instruments, pipe & fitting, spare parts, tools, which the SELLERis required to supply to the OWNER/BUYER under the CONTRACT.

(d)“SYSTEM” means the integrated facilities whenthe GOODS supplied by SELLER have been completely installed.

(e)“INCIDENTAL SERVICES” and “SERVICES” means thoseservices ancillary to the supply of the GOODS, such as transportation andinsurance, and any other incidental services, such as installation,commissioning, provision of technical assistance, training, and other suchobligations of the SELLER covered under the CONTRACT.

(f)“SITE” means the site for the construction of Shenhua Baotou Coal to OlefinProject.;

(g)“BUYER” means Shenhua International Ltd.

No. 22, Xibinhelu, Andingmen, Beijing100011 P.R. China.

Tel.: +86-10-********查看详情/********查看详情 Fax: +86-10-********查看详情

“OWNER”means Shenhua Baotou Coal Chemicals Co., Lt1# Aerding Street, Kundulun District, Baotou, Inner Mongolia, P.R China.

Tel.: +86-472-6982 Fax: +86-***-*******查看详情

“SELLER”means: ***********

************************

(h)“Project”means the project named as Shenhua Baotou Coal to Olefin Project located atInner Mongolia, People’s Republic of China.

(i)“PRC” means the People’s Republic of China.

(j)“DAY” means calendar day.

(k)“ERECTION” refers to all foundation and erectionof GOODS, including assembly, connecting and placing the parts to its positionaccording to the design drawing as well as materials and tools necessary forfoundation and ERECTION.

(l)“TEST RUN” refers to the test after completionof ERECTION in order to ascertain the mechanical performance of GOODS prior to COMMISSIONING.

(m)“COMMISSIONING” refers to the running of the systemof Plant including the GOODS with water, electricity, air, steam or otherutilities required, to obtain beneficial operation.

(n)“PERFORMANCE TEST” refers to the test to verifywhether the GOODS conform to specifications, quality and performance specifiedin Appendix to the CONTRACT. The performance text shall be undertaken afterCOMMISSIONG, specified in the Technical Appendix.

(o)“ACCEPTANCE” refers to the test and inspectionat site for CONTRACT Goods. After the completion of installation and theCONTRACT Plant has achieved over 72 hours continuous test run, the OWNER willmake a test and inspection to the CONTRACT Goods and will issue the AcceptanceCertificate.

(p)“FINAL ACCEPTANCE” refers to the finalacceptance certificate for the GOODS issued by the OWNER at the end of thewarranty period.

(q)“THIRD PARTY” means BUYER or OWNER nominatedrepresentatives.

(r)“The BANK” means the bank acceptable to theBUYER and the SELLER.

(s)“WARRANTY PERIOD” means twelve (12) monthscalculated from the date of ACCEPTANCE of the GOODS or thirty-six (36) months after shipment of theGOODS on the FOB basis, whichever is the earlier..

2. Intention of the CONTRACT

2.1 OWNER is establishing afacility for Shenhua Baotou Coal to Olefinproject located at SITE.

2.2 The OWNER hereby consignsthe BUYER to make a CONTRACT with the SELLER for providing the GOODS by theSELLER.

2.3 BUYERagrees to buy from SELLER and SELLER agrees to sell to BUYER the GOODS and thedeliverable documents defined in this CONTRACT to be installed in SITE.

If any equipment,materials and associated accessories of the GOODS are missing in TechnicalAppendix, but actually they are required to make whole GOODS fulfill theguaranteed performance, they shall be supplied by SELLER with no extra costs toOWNER/BUYER.

2.4 SELLER’ssupplies and/or services shall include all materials, equipment and incidentalwork, which belong to the scope of the order according to the technicaldocuments, even if not specifically mentioned therein.

2.5 If the OWNER/BUYERrequires SELLER to dispatch his experienced, and competent and healthytechnical personnel to the SITE to give technical instructions to the OWNER forERECTION, COMMISSIONING and PERFORMANCE TEST of the GOODS in accordance withTechnical Appendix.

Any contractual of obligations,responsibilities and liabilities in the CONTRACT, except the payment for theCONTRACT, both in expressed and implied, to the OWNER and SELLER under thisCONTRACT, thereof shall be the OWNER’S and SELLER’S obligations, responsibilitiesand liabilities respectively.

2.6SELLER is obliged to provide BUYER with favorable renegotiatedprice for all spare parts necessary for two years normal operation of the GOODSafter warranty period of the GOODS upon the request of BUYER.

3. Country of Origin

3.1 All GOODS and Services supplied under the Contractshall have their origin in ********, which have regular trade relations withthe PRC.

3.2 For purposes of Clause 3, “Origin”means the place where the GOODS weremined, grown, or produced, or from which the Servicesare supplied. GOODS are producedwhen, through manufacturing, processing, or substantial and major assembly ofcomponents, a commercially recognised new product results that is substantiallydifferent in basic characteristics or in purpose or utility from itscomponents.

4. Standards

4.1 The GOODS supplied under this Contract shall conform to the standardsspecified in the Technical Appendix, and, when no applicable standard ismentioned, to the authoritative standards appropriate to the GOODS’ country of origin. Suchstandards shall be the latest issued by the concerned institution.

4.2 All measurements shallbe the measuring unit officially published by the government of the PRC, unlessotherwise specified in the Technical Appendix.

5.Use of CONTRACT Documents and Information

5.1 The SELLER shall not, without the OWNER’S priorwritten consent, disclose the CONTRACT, or anyprovision thereof, or any specification, plan, drawing, pattern, sample, orinformation furnished by or on behalf of the OWNER in connection therewith,to any person other than a person employed by the SELLER in the performance ofthe CONTRACT. Disclosure toany such employed person shall be made in confidence and shall extend only so faras may be necessary for purposes of such performance.

5.2 The SELLER shall not, without theOWNER’S prior written consent, make use of any document or information underthe CONTRACT except for purposes of performing the CONTRACT.

5.3 Any document, other than the CONTRACT itself, shall remain theproperty of the OWNER and shall be returned (including all copies) to the OWNERon completion of the SELLER’S performance under the CONTRACT if so required by the OWNER.

6. Intellectual Property Rights

The SELLER shall indemnify the OWNER/BUYER against allthird party claims of infringement of patent, trademark, copy right, industrialdesign rights or other intellectual property rights arising from use of theGOODS or any part thereof in the PRC.

7. PerformanceSecurity

7.1 Withinthirty (30) days after effectiveness date of the CONTRACT, the SELLER shallfurnish to the BUYER the performance security in the amount of ten percent(10%) of the total Contract price.The cost thereof shall be borne by the SELLER. The performance security shallbe issued by Bank of China, head office, in favor of the Buyer against the counter guaranteeissued by a first foreign bank in SELLER’S country acceptable to theBUYER, to Bank of China, head office, in one (1) original and one (1) copy. (Specimenas per ANNEX 2)

Thisperformance security shall be effected upon issuance and remain valid and infull force and effect until the expiration of the warranty period.

7.2 The proceeds of theperformance security shall be payable to the BUYER as compensation for any lossresulting from the SELLER’S failure to complete its obligations under the Contract.

7.3 The performance security will bedischarged by the BUYER and returned to the SELLER not later than thirty (30)days following the date of completion of the SELLER’S performance obligationsunder the Contract, including anywarrant obligations.

8. Inspectionsand Test

8.1 The SELLER and the OWNER/BUYER/THIRDPARTY (employed by Owner/Buyer) shall carry out Design Liaison meeting and inspectionas per Technical Appendix of theGOODS. The OWNER/BUYER shall send each group of eight (8) to ten (10) membersto the SELLER’S country for a stay of fourteen (14) days, and the cost for the OWNER’S/BUYER’Squality inspection personnel including round air fare, board and lodging shallbe borne by the OWNER/BUYER. The local transportation abroad in the SELLER’scountry and convenience required for the inspection such as necessary safetyappliance, office facilitates technical documentations and drawings,calculation data, manufacturing and inspection standards and other datanecessary for the inspection shall be provided by the SELLER free of charge.The SELLER shall provide the invitation letter to the OWNER’S/BUYER’S personnelto facilitate them to get the entry visa. The OWNER’S/BUYER’S personnel, whoattend the inspection before delivery, will not sign any quality certificate.The participation of the OWNER’S/BUYER’S personnel in quality inspection beforedelivery shall neither free the SELLER from his obligation of guarantee asspecified in the CONTRACT, nor substitute the OWNER’S/BUYER’S inspection afterarrival of the equipment at the SITE.

8.2Before delivery of the GOODS, the SELLER and the OWNER/BUYER/THIRDPARTY shall carry out inspection of the GOODS. Certificates for inspection/release note shall not be regarded as FINAL ACCEPTANCE by the OWNER/BUYER inrespect of quality specifications and quantity. Particulars and results of thetest made by the SELLER and OWNER/BUYER shall be incorporated in a statement,which shall be attached to the inspection certificate/ release note.

8.3The inspections and tests may be conducted on thepremises of the SELLER or its sub vendors, at point of delivery, and/or at theGOODS’ final destination. If conducted on the premises of the SELLER or its subvendors, all reasonable facilities and assistance, including access to drawingsand production data, shall be furnished to the inspectors at no charge to the OWNER/BUYER.

8.4 The SELLER shall apply for the ChinaCompulsory Certification (3C)for all the Goods supplied under the contract at its own cost according to therelevant Rules of the General Administration of Quality Supervision, Inspectionand Quarantine of the P.R China (AQSIQ) (hereinafter called the“Administration”). The SELLER shall provide all the 3C to the BUYER thirty (30) days before the date ofshipment. Should customs clearance for any Goods under the CONTRACT not becompleted due to the SELLER’s failure of supply of the relevant certificates ontime, the SELLER shall take all the responsibilities and losses thereof.

The SELLER should provide all thecertificates required by relevant Chinese authority on instruments, boiler,pressure vessel or its parts supplied and exported to China under the CONTRACT.Should the SELLER not provide these certificates thirty (30) days before thedate of shipment, the SELLER shall take all the responsibilities and losses thereof.

8.5 After arrival of the GOODS at the SITE, the OWNERshall give the SELLER notice ten (10) working days before the inspection of theGOODS in respect of quality, specifications and quantity specified in theCONTRACT and Technical agreement to the CONTRACT. The SELLER shall present theinspection on time at his own cost. If the SELLER fails to do so, the OWNERshall proceed on the notified date. In such case all inspection results shallbe taken as accurate on the strength of an inspection certificate issued by theGeneral Administration of Quality Supervision, Inspection and Quarantine of P.RChina (“AQSIQ”). If discrepancies are found by the AQSIQ regarding quality,specification or quantity etc., The OWNER shall be entitled to reject the GOODSor to claim against the SELLER within one hundred and eighty (180) calendardays after arrival of the GOODS at SITE, except where the responsibility lieswith the insurance company or the shipping company.

8.6 The OWNER has the right to employ a THIRDPARTY to execute inspection in accordance with CONTRACT at place or time, whichthe OWNER is deemed appropriate. The THIRD PARTY inspection shall be performedat the OWNER’S discretion, the cost to the OWNER’S account. Such OWNERs a THIRDPARTY inspection, however, does not release OWNERs inspection obligationstipulated in the CONTRACT.

8.7Should any inspected or tested GOODS fail to conform tothe Specifications, the OWNER may reject the GOODS, and the SELLER shall eitherreplace the rejected GOODS or make alterations necessary to meet specificationrequirements free of cost to the OWNER.

8.8The SELLER shall have the manufacturer, before makingdelivery, carry out a precise and comprehensive inspection of the GOODS regardingquality, specification, performance, quantity and weight and issue a qualitycertificate certifying that the GOODS are in conformity with the stipulationsin the Contract. The quality certificate shall form an integral part of thedocuments to be presented to the negotiating bank for payment, but shall not beregarded as final with respect to quality, specification, performance, quantityand weight. Particulars and results of the tests made by the manufacturer shallbe shown in a statement to be attached to the quality certificate.

8.9The OWNER’S right to inspect, test and, where necessary,reject the GOODS after the GOODS’ arrival in the PRC shall in no way be limitedor waived by reason of the GOODS having previously been inspected, tested, andpassed by the OWNER or its representative prior to the GOODS’ shipment from thecountry of origin.

8.10If, during the warranty period specified in Clause 18 and as aresult of inspection by Quality Supervision, Inspection and Quarantine of P.RChina (“AQSIQ”) or otherwise, it is found that the quality or specifications ofthe GOODS are not in conformity with the Contract or if the GOODS are proven tobe defective for any reason, including latent defects or the use of unsuitablematerials, the OWNER shall promptly notify the SELLER of the existence of aclaim.

8.11Nothing in Clause 8 shall in any way release the SELLER from any warrantyor other obligations under this CONTRACT.

8.12 All QA/QC requirement should be inaccordance with project QA/QC standard, details see Technical Appendix.

9. Packing

The packing of GOODS shall meet exporting standardand shall be suitable for long-distance ocean and inland transportation andwell-protected against dampness, moisture, raining, freezing, shock, rust andrough handling so as to ensure that the GOODS shall be safely transported tothe SITE without any damage due to the above-mentioned reasons. The SELLERshall be liable for any rust, damage and loss caused by inadequate or improperpacking. For those wooden packages, IPPC special marks shall be painted on thepackages of shipped goods according to Code of Conduct for the Administrationof Wood Packaging Materials in International Trade published by theInternational Plant Protection Convention.

In each package, there shall be one (1) copy ofthe inspection certificate/release note and the packing list detailed contentsherein.

If containers are used, the containers larger than 8′8′40 (cu ft) shallnot be accepted. The individual packages contained in the containers shall besuitable for rail transportation and be packed as required above. All packagesshall be marked and the contents listed to facilitate such orderlydistribution. All packages shall be fixed in the container.

Where necessary, heavy parts shall be mounted onskids so that slings can be readily attached for unloading and loading. If itis unsafe to apply external sling to a package, attached slings, eyebolts orlifting devices shall be provided and shall project through the package foreasy handling.

The dimensions of each individual package forinland transportation shall be limited to:

Load

Weight

(Maximum)

Diameter

Length

Towers/Columns

NonTowers/Columns

Notification and drawings of oversize/overweight packages shallbe made to the OWNER before shipment if any individual package is in excess ofsuch limits. Failing to do so, all expenses arising thereof including but notlimited to the cost for dismantling and making necessary arrangement forhandling such large package shall be borne by the SELLER. The oversize/overweightdimension limitation refer to technical appendixes.

9.5Declaration of non-coniferous wood packingmaterial in One (1) original and One (1) copy. Or, in case of wood to be usedfor the packing, one (1) declaration letter from SELLER to BUYER indicating thatIPPC special marks have been painted on the packages of shipped goods accordingto Code of Conduct for the Administration of Wood Packaging Materials inInternational Trade published by the International Plant Protection Convention

9.6The painting of equipment, instrument andapparatus supplied under the CONTRACT shall meet the norms and standards stipulatedby the Chinese authorities unless otherwise stipulated or required in theCONTRACT.

9.7The drawing of oversized/overweight packagesshall be provided to the OWNER/BUYER together with manufacture drawing at same enablethe OWNER/BUYER to explore the possibility of transporting and handling suchextra size/weight. Failing to do so, all expense arising thereof shall be borneby the SELLER.

9.8The SELLER shall recommend method of the packing andprovide the estimated dimension of the package.

9.9The Goods supplied shall be packed seaworthy and fitfor transshipment and long distance inland transportation. Where necessary,heavy parts shall be mounted on skids so that slings can be readily attached inunloading and loading. If it is unsafe to apply external sling to a package,attached slings, eyebolts or lifting devices shall be provided and shallproject through the package for easy handling.

10. Marking for Shipment

The SELLER shall stencil the followingshipping mark on the four (4) adjacent sides of each package with indeliblepaint in conspicuous English:

A. CONTRACT Number: 2007RCC/13***

B. Shipping Mark:

ContractNo.:2007RCC/13***

Procurement No.:************

Xingangseaport, Tianjin

C.Portof Destination: Xingang seaport, Tianjin, PRC

D. Consignee: Shenhua International Ltd.

E. Final Destination (Job SITE):***********,PRC.

F.Nameof GOODS and Item No:

G.CaseNo./Bale Number:

H.Gross/net weight (kg):

I.Measurement (length ′ ′height in cm):

J.Center of Gravity:

K.Position for lift handling, especiallyfor over-size/weight GOODS:

L.PROJECT name: Shenhua Baotou Coal to Olefin Project.

If any packageweighs two (2) tons or more, the SELLER shall mark on two sides of each packagein English and with appropriate transportation marks common in internationaltrade, the “centre of gravity” and “points of slinging” in order to facilitateloading, discharging and handling. According to the characteristics of theGOODS and the different requirements in transportation, packages shall be markedlegibly by the SELLER with words “Handle with Care”, “Right side Up”, “KeepDry”, etc. and with other terms appropriate in international trade.

11. Terms ofShipment

11.1 The SELLERshall be responsible for booking a shipping space and arranging the shipmentand shall pay for the freight, so as to ensure that the GOODS will be delivered according to the time schedulestipulated in the CONTRACT.

11.2The date of On Board Bill of Lading shall be actual date of deliveryof the GOODS.

11.3.The shipment terms ofoffshore GOODS shall be CIF（liner terms） Xinggang, Tianjin. Partial shipment shallnot be allowed.

11.4 All the GOODS shall be shipped in completesets. Their special tools for erection, materials and easily worn out partsshall be dispatched along with the main machine concerned.

11.5 Unless otherwise agreed, transhipment of the GOODS from the country of origin of theGOODS shall not be acceptable.

11.6 The shipmentshall be carried by vessel belonging to eligible source countries.

12. Shipping Advice

12.1 At the last ten (10)calendar days before the expected date of shipping of the carrying vesselbooked by the SELLER at the port of shipment, the SELLER shall advise the OWNER/BUYERby fax of the name of carrying vessel, expected date of arrival, estimate dateof loading, CONTRACT No., name of GOODS, shipping agent and other informationnecessary.

12.2Within Two (2) working days after completionof the loading, the SELLER shall,

(a)Notifythe OWNER/BUYER by fax of CONTRACT No.,name of GOODS, number of cases, gross weight and volume of each containeror cases inside, each package dimension (length X X height), invoicevalue, invoice number and name of carrying vessel, port of shipment anddestination, the date of its sailing and estimated date of arrival atdestination port.

(b)Send by DHL to the BUYER one (1) original and one (1)copy of B/L, Invoice, and Packing List for BUYER’s confirmation. The SELLERshall modify the documents by request of the BUYER to ensure smooth clearanceat Chinese customs.

(c)Send one (1) set of payment documents tothe BUYER by e-mail.

13.Deliveries and Documents

13.1 Delivery ofthe GOODS shall be made by the SELLERin accordance with the terms specified in the Schedule of Requirements. Thedetails of shipping and/or other documents to be furnished by the SELLER inaccordance with time schedule as follows:

Port of the destination for the GOODS is Xingang seaport,Tianjin, PRC

The time of deliveryof the technical documents is stipulated in Technical Appendix.

Partial shipment isnot allowed, unless at the express request of the OWNER.

13.2 Upon shipment, theSELLER shall notify the BUYER by fax of the full details of shipment,including Contract number, dateand No. of Bill of Lading, description of GOODS,quantity, name of the carrying vessel, date of shipment, name of shipping port,name of unloading port, estimated date of arrival of the vessel at port ofdestination, etc.

13.3 The SELLER shallsubmit all documents on time as the CONTRACT and warrant the correctness,completeness and consistency of the documentation. If the SELLER fails topresent the documents as required, all cost and expense incurred shall be borneby the SELLER.

13.4 Should customsclearance for any GOODS under the CONTRACT not be completed due to the SELLER cannotprovide all the relevant certificates (including but not limited 3C certificate, Safety Quality License forBoiler and Pressure Vessel, Pattern Approval Certificate of MeasuringInstruments etc.), the SELLER shall take all the responsibilities and losses thereof.

14. Insurance

14.1 The GOODS supplied under the Contractshall be fully insured in the currency of the CONTRACT againstloss or damage incidental to manufacture or acquisition, transportation,storage, and delivery.

14.2Seller’sresponsibility:

14.2.1.1 The SELLER shall obtain at his ownexpense cargo insurance as stipulated in this Article for The Goods supplied under the Contract against loss or damageincidental to transportation, storage, and delivery.

14.2.1.2 TheSeller shall enter into an insurance contract with a capable insurance companywith good financial status and reputation. The minimum insurance shallcover one hundred and ten (110%) percent invoice value against All Risks as perInstitute Cargo Clauses (A), and War Risk, Strike Risk, Marine Cargo Insurance(50/50 Clause), and append extending clause for 60 days or 120 days delay foropen package inspection, loading and unloading clause, temporary storageclause, cargo transportation institute ification clause, failure deliverclause, payment on account clause, cleanout wreckage clause, pre-assignedadjuster clause, extra chargersclause, hidden damage clause, extra unloading charges clause, preferentialinsurance clause deck cargo clause. The Buyer and its representative/agentshall be as co-insurant, and the beneficiary shall be the Buyer.

14.2.1.3Insurance period

The responsibility of insurance obtained by the Seller shall be fromthe Seller’s warehouse or storage up to 60 days after unloading of all goodsfrom the vessel at the destination port in China, or loading on the truck forinland transportation, whichever is earlier.

14.2.1.4No matter what happened, if any claim relating to the Contract Goods, theSeller shall be responsible for the claim settlement.

14.2.1.5The Seller shall obtain insurance at his own expense before the transportation,and shall be assured that the insurance will be valid during the transportationof the GOODS.

14.2.1.6Insurance certificate

The Seller shall askthe insurer or its agent to provide to the Buyer the Insurance certificatewithin five (5) working days after signing the insurance contract to certifythat the insurance policy and endorsement are available and the insurancepremium has been paid, and to show that the insurance accord with requirementfor insurance stipulated in the Contract

14.2.1.7 Maintenance

In no case thatthe seller shall make (or from any act or omission) or allow anybody to make(or from any act or omission) any action (include but not limited to any factundisclosed), so as to the full or part invalid, revocable, suspension ordamaged.

14.2.1.8 Non-maintenance

(a) In case the Seller have not obtain insurance and insurancecertificate, shall not release or relieve the Seller’s responsibility andliability under the Contract.

(b) In case the seller have not maintenance the insurance required inthe Contract, the Buyer shall has the right to apply for insurance and deductthe charges according to the contract or ask the Seller reimburse this insurancecharges.

14.2.1.9 Claim notice

Should any claimunder the contract goes beyond RMB500,000, the Seller shall inform the Buyerwithin five (5) working days after this claim, and report to the Buyer alldetails within fifteen (15) working days.

15. Transportation

15.1 All the GOODS shall be shipped in complete set as much as possible.Their special tools for erection, materials and easily worn out parts shall bedispatched along with the main machine concerned. Unless otherwise agreed upon,“Shipped on deck” or “Trans-shipment” shall be not accepted. GOODS.

15.2 Transport of the Goods to thedestination port in accordance with the agreed INCOTERMS for delivery shall bearranged and paid for by the SELLER, and the cost thereof shall be included inthe Contract Price.

15.3 The selected carrier shall have the prior approval of the BUYER.

15.4 The SELLER shall, at least ten days (10) before bookingvessel, notify the BUYER by fax or express mail of name of the agent ofshipping company, sea route, name of the vessel, name of the ship-owner, age ofthe vessel and nationality of the vessel etc. for Buyer’s confirmation. Theshipment shall be arranged after Buyer’s confirmation. The Buyer shall confirmby fax within Two (2) days. The buyer failure to do so shall be deemed asacceptance of the Buyer.

16.Incidental Services

16.1 The SELLER may be required toprovide any or all of the following services, including additional services, ifany, specified in Technical Appendix:

1) Performanceor supervision of on-site assembly and/or start-up of the supplied GOODS;

2) Furnishingof tools required for assembly and/or maintenance of the supplied GOODS;

3) Furnishingof a detailed operations and maintenance manual for each appropriate unit ofthe supplied GOODS;

4) Performanceor supervision or maintenance and/or repair of the supplied GOODS, for a periodof time agreed by the parties, provided that this service shall not relieve theSELLER of any warranty obligations under this CONTRACT; and

5) Trainingof the OWNER’S personnel, at the SELLER’S/MANUFACTURERS plant and/or on-site,in assembly, start-up, operation, maintenance, and/or repair of the suppliedGOODS.

16.2 Prices charged by the SELLER forINCIDENTAL SERVICES, if not included in the CONTRACT Price for the GOODS, shall be agreed upon in advance by theparties and shall not exceed the prevailing rates charged for other parties bythe SELLER for similar services.

16.3 TheSELLER shall provide all the services as specified in Technical Appendix. Theprice agreed upon by the Parties for performing the required INCIDENTALSERVICES shall be included in the CONTRACT Price.

17.Spare Parts

17.1 As specified in Technical Appendix,the SELLER may be required to provide any or all of the following materials,notifications, and information pertaining to spare parts manufactured ordistributed by the SELLER:

1) Suchspare parts as the OWNER may select to purchase from the SELLER, provided thatthis selection shall not relieve the SELLER of any warranty obligations underthe CONTRACT;

2) Advancenotification to the OWNER of the pending termination, in sufficient time topermit the OWNER to procure needed requirements, in the event of termination ofproduction of the spare parts; and

3) Furnishingat no cost to the OWNER, the blueprints, drawings, and specifications of thespare parts, if requested, follow the termination of the spare parts.

17.2 The SELLER shall provide sufficient spareparts for normal operation during the warranty period. In case that such sparepart is not enough, in order to avoid impacting the normal operation, the OWNERcould take them out from the two-year spare parts, which have been procured bythe BUYER. Meantime, the OWNER shall inform and request the SELLER at no cost to the OWNER/BUYER todeliver the replaced spare parts to the Sitewithin a reasonable time period. However, if there are no such damaged spareparts in the two-year spare parts, the Buyershall inform the SELLERimmediately, and the SELLER shallsolve the problems within the time stipulated by the OWNER.

18. Warranty

18.1The SELLER warrants that the GOODSsupplied under the Contract arenew, unused, of the most recent or current models, and that they incorporateall recent improvements in design and materials unless provided otherwise inthe Contract. The SELLER furtherwarrants that all GOODS suppliedunder this Contract shall have nodefect, arising from design, materials, or workmanship (except when the designand/or material is required by the OWNER’s specifications) or fromany act or omission of the SELLER, that may develop under normal use of thesupplied GOODS in the conditionsprevailing in the country of final destination.

18.3 The OWNER shall promptlynotify the SELLER in writing of any claims arising under this warranty.

18.4Upon receipt ofsuch notice, the SELLER shall, within fifteen (15) days, except as otherwisestated in the Technical Appendix and with all reasonable speed, repair orreplace the defective GOODS orparts thereof, without costs to the BUYER. The repaired or replaced shall beguaranteed twelve (12) months after the ACCEPTANCE of the repaired or replacedby the OWNER. If the operation has to be stopped owing to thedefectiveness, the warranty period for the GOODS shall be prolonged accordingto the stoppage correspondingly.

18.5If the SELLER,having been notified, fails to remedy the defect(s) within the periodspecified, the OWNER may proceed to take such remedial action as may benecessary, at the SELLER’s risk and expense and without prejudice to any otherrights which the OWNER may have against the SELLER under the Contract.

18.6 The acceptancecertificate for the GOODS shall be issued by the OWNER after the GOODS or thewhole SYSTEM have been accepted by the OWNER and the technical requirementshave been met in assembly, test-run, commissioning, and PERFORMANCE TEST.

The FINAL ACCEPTANCEcertificate for the GOODS or the whole SYSTEM shall be issued by the OWNERafter the GOODS or the whole SYSTEM have been successful operation through thewarranty period.

19. Claims

19.1 In case the SELLERis liable for the discrepancies and claims are lodged by the BUYER within thetime limit of inspection and warranty period as stipulated under Clause 8 and18, the SELLER shall settle the claims with the consent of the BUYER in oneor a combination of the following ways:

(1) Agree tothe rejection of the GOODS and refund to the BUYER the value of the rejectedGOODS in the same currency as specified in the CONTRACT and to bear the lossesand expenses incurred including interest, accrued banking charges, storage,stevedore charges and other necessary expenses required for the custody andprotection of the rejected GOODS.

(2) Devaluethe GOODS according to the degree of inferiority, extent of damage and amountof expenses and losses suffered by the OWNER against certificates issued by AQSIQ.

(3) Replacethe defective parts, components or its entirety in accordance with requirementsspecified in Clause 18 and Technical Appendix to the CONTRACT with the OWNER’Sconsent, and bear all directly related expenses sustained by the OWNER. TheSELLER shall at the same time guarantee the quality of the replaced parts for afurther period according to Clause 18 of the CONTRACT.

(4)If applicable, the OWNER has the right to remove anyminor defect without prior notification to the SELLER and prejudice to itsrights and interests stipulated in the CONTRACT. Expenses arising thereof shallbe borne by the SELLER.

19.2 OWNERshall provide claim notice to SELLER by fax and courier mail. In case theSELLER fails to reply within fourteen (14) calendar days after receipt of the OWNER’S/BUYER’Sclaim by fax or courier mail, the claim shall be regarded as being accepted bythe SELLER and the BUYER shall be entitled to draw the claim amount from anymoney payable to the SELLER and / or on the Letter of Guarantee againstcertificates issued by AQSIQ, or the OWNER corrects the defects at the SELLER’sexpense.

19.3 Dueto remote locations and difficult access, claims arrived within thirty (30)days after the expiration of the warranty period shall be still effective.

19.4 TheSELLER shall deliver the short shipment items to the SITE at no cost to the OWNERwithin two (2) weeks after the OWNER’S confirmation.

19.5 The shortageparts shall be delivered to the SITE by the SELLER at no cost to theOWNER/BUYER.

20. Payment

Allpayment under the CONTRACT shall be made by T/T on due date in Euro or US Dollar. The total CONTRACTPRICE shall be paid by BUYER to SELLER according to the following terms andconditions,

20.1 The 1st installmentamounting to twenty percent (20%) of the total CONTRACT PRICE for GOODS (i.e. ********* SAY: *********** Only)shall be paid by BUYER to SELLER by T/T after the CONTRACT has come into effect,and not later thirty (30) days after having received the performance security asspecified in Clause 7 (specimen as per Annex 2) and the followingdocuments from SELLER and found them in order;

A.Two (2) photostat copies of effective exportlicense issued by the relevant authorities of SELLER’s country or one of the statementissued by the SELLER certifying that no export license is required;

B.Proforma invoice covering 100% of the total CONTRACTPRICE for GOODS in five (5) originals and five (5) copies;

C.Manually signed Commercial Invoice covering twentypercent (20%) of the total CONTRACT PRICE for GOODS in five (5) originals andfive (5) copies;

Theabove-mentioned documents (A & B & C) shall be sent to the BUYER fromthe SELLER by International courier.

D. An Irrevocable Bank Guarantee forAdvance Payment (Specimen as per Annex 1) covering the amount of twentypercent (20%) of the total CONTRACT PRICE for GOODS issued by a first foreign bank in SELLER’s country acceptable to the BUYER, advised through Bankof China, Head Office, in favor of BUYER in one (1) original and one (1) copy.This Guarantee expires sixty (60) days after the last arrival date of the GOODSon FOB basis.

20.2 The 2nd installment amounting to seventy percent (70%) ofCONTRACT PRICE for GOODS (i.e.*****SAY: ********** ONLY) shall be made by theBUYER to the SELLER by the T/T after having received following documents from SELLERand found them in order;

(a)Ocean Bill of Lading, clean on board and madeout to order, blank endorsed, indicating “Freight Prepaid”, notifyingShenhua International Ltd. in two (2) originals and two (2) copies.

(b)Commercial Invoice manually signed with thetotal CONTRACT PRICE and the price to be paid as well as the value of the GOODSin four (4) originals and four (4) copies; SELLER shall send a copy to BUYER byfax and an electronic copy to BUYER by email within two (2) days after the dateof shipment.

(c)Packing List, indicating quantity/gross weightand volume of each package and detailed items in each package in two (2)originals and two (2) copies; SELLER shall send electronic copy to BUYER by faxwithin one (1) day after the date of shipment.

(d)Certificate of Origin on the GOODS in one (1)original and three (3) copies.

(e)Certificate of Quality issued by themanufacturer in three (3) originals and three (3) copies.

(f)China Compulsory Certification (3C) for the GOODS issued by AQSIQ in one (1)original and three (3) copies. Or one (1) declaration letter from SELLER toBUYER indicating that China Compulsory Certification (3C) for the GOODS is not applicable.

(g)Safety Quality License for Boiler and PressureVessel issued by AQSIQ in one (1) original and three (3) copies. Or one (1) declarationletter from SELLER to BUYER indicating that Safety Quality License for Boilerand Pressure Vessel is not applicable.

(h)One (1) original and three (3) copies of thePattern Approval Certificate of Measuring Instruments issued by the StateBureau of Technical Supervision of P.R China, or SELLER’s statement indicatingthat there are no measuring instruments included.

(i) Declarationof non-coniferous wood packing material in two (2) copies. Or, in case of woodto be used for the packing, one (1) declaration letter from SELLER to BUYER indicatingthat International Plant Protection Convention (“IPPC”) special marks have beenpainted on the packages of shipped goods according to Code of Conduct for theAdministration of Wood Packaging Materials in International Trade published by IPPC.

(j) Insurance policy in a freelyconvertible currency for one hundred and ten (110%) percent invoice value againstAll Risks as per Institute Cargo Clauses(A) dated 1/1/82and War Risk in favor of the BUYER.

(k) One(1) original and one (1) copy of SELLER’s statement certifying that the SELLERhas sent the BUYER one (1) original and one (1) copy of the Bill of Lading,Commercial Invoice and Packing List by international courier within two (2)working days after the shipment.

(l) Thecertificate of “open package” issued by Owner.

Within two (2) workingdays after the shipment, SELLER shall provide one (1) original and one (1) copyof the above-mentioned documents (a, b, c) by international courier to theBUYER in order to facilitate the BUYER to prepare the documents for customsclearance.

If the SELLER fails tosend the said documents by international courier in time for the reasonattributable to itself, the SELLER shall bear all the expenses incurred fromdelay in custom clearance including but not limited to the storage fee.

20.3 The3rd installment amounting to ten percent (10%) of CONTRACT PRICE forGOODS (i.e. ***** SAY:******* only) shall be paid by BUYER to SELLER by T/T after having receivedfollowing documents from SELLER and found them in order;

A. One (1) originaland two (2) copies of ACCEPTANCE certificate for the GOODS signed by the authorizedrepresentatives of the OWNER and the SELLER as well as the official companystamps;

B. Manually SignedCommercial Invoices in five (5) originals and five (5) copies.

The banking chargesincurred in the PRC for the payment to SELLER shall be borne by the BUYER andthose incurred for the making of the bank guarantee inside or outside the PRCshall be borne by the SELLER. In case additional banking charges incurred onthe BUYER as result of SELLER’s requirement or for SELLER’s reason, the SELLERshall reimburse the BUYER for the additional banking charges. The SELLER shallbear all interests and charges for the negotiation of the payment.

Should the SELLER pay a liquidated damage orother penalty to the BUYER, the BUYER/OWNER shall has the right to deduct itfrom the payment unpaid.

21. Price

Prices charged by the SELLERfor GOODS delivered and Servicesperformed under the Contract areshown in Contract Form.

22. Changes

22.1 The BUYER may at any time, by a written ordergiven to the SELLER, make changes within the general scope of the Contract in any one or more of thefollowing:

1) drawings,designs, or specifications, where GOODSto be furnished under the Contractare to be specifically manufactured for the OWNER;

2) the method ofshipment or packing;

3) the place ofdelivery; and/or

4) the Services tobe provided by the SELLER.

22.2 If any such change causes an increase ordecrease in the cost of, or the time required for, the SELLER’s performance ofany provisions under the Contract,an equitable adjustment shall be made in the ContractPrice or delivery schedule, or both, and the Contract shall accordingly be amended. Any claims by the SELLERfor adjustment under this clause must be asserted within thirty (30) days fromthe date of the SELLER’s receipt of the OWNER’s change order.

Notwithstanding the other provisions, SELLER shall not be entitled toany adjustment to Contract Price in respect of minor Change where increase inthe cost of the work is estimated to be RMB 10,000 (or the equivalent) or lessup to cumulative maximum amount of RMB 100,000 (or the equivalent).

22.3The SELLER shall not make anycharge on the OWNER’Srequirement of any change of drawing, designs, or specifications includedwithin the Technical Appendix or submitted in the design liaison meeting.

23. ContractAmendments

23.1No variation in or modificationof the terms of the Contractshall be made except by written amendment signed by the parties.

23.2 In case of any variation in the Technical Appendix after the effectivenessof the CONTRACT, the OWNER/BUYER shall notify theSELLER the written variation in time.

23.3 In case of anyvariation of Delivery time after effectiveness of the CONTRACT, the OWNER/BUYERshall notice the SELLER the written variation in time.

24. Assignment

The SELLER shall notassign, in whole or in part, its obligations to perform under this Contract, except with the OWNER’s priorwritten consent.

25. Subcontracts

25.1 The SELLER shall notify the OWNER/BUYER inwriting of all subcontracts awarded under this Contract. Such notification shall not relieve the SELLER fromany liability or obligation under the Contract.

25.2 Subcontracts must comply with theprovisions of the CONTRACT.

25.3 If the SELLER willmake subcontract under this contract, the SELLER shall submit the qualificationdocuments, experience list and other instruction documents of the subcontractorto the BUYER/OWNER. Without the written consent of the BUYER, the SELLER shallnot make any subcontract under this contract.

25.4 The SELLER shall takefull responsibility for the subcontract.

26. Delays in the SELLER’s Performance

26.1Delivery of the GOODS and performance of Services shallbe made by the SELLER in accordance with the time schedule prescribed by the OWNER in Technical Appendix.

26.2 If at any time during performance of the Contract, the SELLER or its sub vendors should encounterconditions impeding timely delivery of the GOODSand performance of services, the SELLER shall promptly notify the OWNER/BUYER in writing of the fact ofthe delay, its likely duration and its cause(s). As soon as practicable afterreceipt of the SELLER’s notice, the OWNER shall evaluate the situation andmay at its discretion extend the SELLER’s time for performance, with or withoutliquidated damages, in which case the extension shall be ratified by theparties by amendment of the Contract.

26.3 A delay by the SELLERin the performance of its delivery obligations shall render the SELLER liableto the imposition of liquidated damages pursuant to Clause 27.

27. Liquidated Damages

27.1 Liquidated Damages regarding delay

If the SELLER fails to make deliveryon time as stipulated in the CONTRACT (with the exception of Force MajeureCases specified under Clause 29 of the CONTRACT), the BUYER shall withoutprejudice to its other remedies under the CONTRACT, extend the delivery oncondition that the SELLER agrees to pay a liquidated damage which shall bededucted by the paying bank from the payment under negotiation or from thePerformance Security.

---One (1) throughfour (4) weeks, for each week, the liquidated damages shall be one (1%) percentof the total value of the GOODS delayed.

--- After four (4)weeks, for each week, the liquidated damages shall be two (2%) percent of thevalue of the GOODS delayed.

As for the abovementioned calculation method, a period of delay of less than one (1) week shallbe counted as one (1) week (7 days). Ifthe delay of the delivery is more than ten (10) weeks, BUYER has right toterminate of the CONTRACT.

Late submittal of key drawings shall incurliquidated damages of EUR2000.00 (SAY: Two Thousand EUROS) per day. Keydrawings (including ********) shallbe defined during purchase CONTRACT negotiations. The total amount of suchliquidated damages for late delivery of Key drawings as stipulated hereof shallnot exceed five (5) percent of the CONTRACT PRICE.

27.2 Liquidated damagesregarding Performance Guarantees

If due to reasonsattributable to CONTRACTOR, the Plant fails to achieve the guaranteed figuresstipulated in Technical Annex. then OWNER shall be entitled to claim fromCONTRACTOR liquidated damages as follows:

_____ for each _% lowerthan the Performance Guarantees；

If _% lower than thePerformance Guarantees, OWNER have the right to terminate the Contract andremain other rights to claim from CONTRACTOR in according to the stipulation ofthe Contract.

The detailed figureswill be finalized during the contract negotiation stage.

27.3All amounts of suchLiquidated Damages for which SELLER may become liable are agreed as a genuinefair and reasonable pre-estimate of the losses which may be sustained by theBUYER in the event that SELLER fails in its respective obligations under theContract and not a penalty. Unless otherwise stipulated in the Contract, thepayment of any liquidated damages shall be made by SELLER to the exclusion ofany further rights or remedies of the BUYER in respect of any delay of SELLERin the performance of its obligations under the Contract or SELLER’s failure tomeet the Performance Guarantees.

28. Termination for Default

28.1 TheOWNER/BUYER may, withoutprejudice to any other remedy for breach of the CONTRACT, by written notice ofdefault to the SELLER, terminate this CONTRACT in whole or in part on theconditions as follows,

(1)If the SELLER fails to deliver any or all partsof GOODS within the time period(s) specified in the CONTRACT, or any extensionthereof granted by the OWNER/BUYERpursuant to Clause 27 and 29 of the CONTRACT, or

(2)If the SELLER fails to perform any otherobligation(s) under the CONTRACT, and in either of the above circumstances,does not remedy its failure within a period of thirty days (or such longerperiod as the OWNER/BUYER may authorizein writing) after receipt of the default notice from the OWNER/BUYER.

28.2 Inthe event the OWNER/BUYERterminated the CONTRACT in whole or in part pursuant to Clause 28.1, theOWNER/BUYER may procure, uponsuch terms and in such manner, as it deems appropriate, GOODS similar to thoseundelivered, and the SELLER shall be liable for any excess costs for suchsimilar GOODS. However, the SELLER shall continue performance of the CONTRACTto the extent not terminated.

29. Force Majeure

29.1Ifeither of the parties to the Contractbe prevented from executing the Contractby such cases of Force Majeure as war, serious fire, typhoon and earthquake andother cases agreed upon by both parties as cases of Force Majeure, the time forexecution of the contract shallbe extended by a period equal to the effect of those causes. An event of ForceMajeure means the event that the parties could not foresee at the time ofconclusion of the Contract andits occurrence and consequences cannot be avoided and cannot be overcome.

29.2 The preventedparty shall notify the other party by cable/fax/telex within the shortestpossible time of the occurrence of the Force Majeure event and within fourteen(14) days thereafter send by registered airmail to the other party, a certificatefor evidence issued by the relevant authorities for confirmation. Should theeffect of Force Majeure continue for more than one hundred and twenty (120)consecutive days, both parties shall settle the further execution of the Contract through friendly negotiationand reach an agreement with a reasonable time.

30. Termination forInsolvency

The OWNER/BUYER may at any time terminatethe CONTRACT, by giving written notice to the SELLER, without compensation tothe SELLER, if the SELLER becomes bankrupt or insolvent, provided that suchtermination does not prejudice or affect any right of action or remedy whichhas accrued or shall accrue to the OWNER/BUYER.

31. Termination for Convenience

31.1The OWNER, by writtennotice sent to the SELLER, may terminate the Contract, in whole or in part, atany time for its convenience. The notice of termination shall specify thattermination is for the OWNER’S convenience, the extent to which performance ofthe SELLER under the Contract is terminated, and the date upon which suchtermination becomes effectiveness.

31.2 The GOODS that are complete andready for shipment within thirty (30) days after the SELLER’s receipt of noticeof termination shall be accepted by the OWNER at the Contract terms and prices.For the remaining GOODS, The OWNER may select:

1) tohave any portion completed and delivered at the Contract terms and prices;and/or

2) tocancel the remainder and pay to the SELLER an agreed amount for partiallycompleted GOODS and Services and for materials and parts previously procured bythe SELLER.

32. Resolution of Disputes

32.1 Alldisputes arising from the execution of, or in connection with the CONTRACTshall be settled through friendly consultation of parties. In case nosettlement can be reached within sixty (60) days of commencement of suchconsultation, the disputes shall then be submitted for arbitration.

32.2 Any disputewhich is referred to formal arbitration shall finally be settled by arbitrationin Beijing, under the China International Economic and Trade ArbitrationCommission (CIETAC) in accordance with its arbitration rules/procedures. Unlessotherwise agreed, the official language of Arbitration shall be Chinese.

32.3 Thearbitration award shall be final and binding on both parties.

32.4 Thearbitration fee shall be borne by the losing party except otherwise awarded bythe Arbitration Commission.

32.5 In the course ofarbitration, the Contract shallbe continuously executed except the part which is under arbitration.

33. GoverningLanguage

This Contract shall be written in English.Unless otherwise stated in this Contract, all communications, drawings,documents and correspondence relating to this Contract shall be in the Englishlanguage and bear this Contract Number.

34. Applicable Law

The CONTRACTshall be interpreted and executed in accordance with laws of P. R China.

35. Notices

35.1 Any notice givenby one party to the other pursuant to this Contractshall be sent to the other party in writing to the other party.

35.2 A notice shall be effectivewhen delivered or on the notice’s effective date, whichever is later.

36. Taxes and Duties

36.1 Alltaxes, customs duties and other duties in connection with the execution of theCONTRACT levied by the Chinese Government on BUYER in accordance with the taxlaws in effect shall be borne by BUYER.

36.2 Alltaxes, duties etc. outside China in connection with the execution of theCONTRACT shall be borne by SELLER.

36.3 Alltaxes duties in connection with the execution of CONTRACT levied by the ChineseGovernment on SELLER in accordance with the China Tax Laws in effect shall beborne by SELLER.

36.4 Thetax in connection with and in the execution of this CONTRACT to be levied onSELLER by the Chinese Government in accordance with the “Agreement between theGovernment of the People’s Republic of China and the Government of ***** forthe Avoidance of Double Taxation and the Prevention of Tax Evasion with respectto Taxes on Income” shall be borne by SELLER and withheld by BUYER from eachpayments based on Clause 20 of CONTRACT, and paid by BUYER to China TaxAuthority on behalf of SELLER.

36.5 Allindividual income tax levied by China Competent Authorities on SELLER’spersonnel with respect to and in connection with his activities at plant SITEto the CONTRACT shall be borne and paid by SELLER.

37. Miscellaneous

37.1 TheCONTRACT is made in English in four (4) originals and three (3) duplicates, two(2) originals and three (3) duplicates for OWNER, one (1) original for BUYER,one (1) original for SELLER.

37.2 Itis the responsibility of the SELLER to arrange export license(s), if required,for the GOODS covered by this CONTRACT from his own country at its own expense.

37.3 ThisCONTRACT shall remain valid until the expiration of SELLER’s warranty period onall GOODS and SERVICES supplied and the completion of the obligation performedby the SELLER in compliance with inClause 18 of this Contract..

37.4 The OWNER shall be responsible forissuing the confirmation letter to confirm receipt of all the payment documentsfor payment to the OWNER.

37.5 Agreed by SELLER, the BUYER/OWNER hasthe right to assign to a third party part of all obligations, liabilities orrights and interests under the CONTRACT.

37.6 Thefollowing Annex shall be the integrated part of this contract and shall in thesame force and effect with the Contract.

1)Breakdown price list

2)Deliveryschedule

3)Scope ofwork

4)Technicalspecifications

5)Spareparts and wearing parts

6)TechnicalLiaison

7)Test andinspection at workshop

8)Test andinspection at site

9)Technicalservice at site

10)Installation,commissioning, test run, performance test and acceptance

11)Technicaldrawing and other documents

12)Liabilityof the equipment and system

13)Standard

14)Extendedwarranty

15)Long-termsupply of spare parts and service after sales.

16)PerformanceSecurity (Specimen)

17)Drawingand others

37.7 Theseller shall provide technical service and training for all the equipment underthe contract according to the relevant annex.

38. Contract Channel

38.1 The liaison channel.

SELLER: Contact Person: To ****

Mail Address:******************

TEL：***********， FAX：************

(M): ************

Email: ************

A)Technical channel:

To: OWNER (Project Team)

Cc: OWNER (Procurement Dept.)

Cc:BUYER

Person

Tel:

Fax:

Email:

*************

***********

***********

******************

*************

***********

***********

******************

*************

***********

***********

******************

B)Commercial and management channel

(Schedule,meeting, inspection, delivery, copy of payment documents, change of order,etc.)

To: OWNER (Project Team)

Cc:OWNER(Procurement Dept)

Cc:BUYER

Person:

*************

***********

***********

******************

*************

***********

***********

******************

*************

***********

***********

******************

Tel:

Fax:

Email:

C)Payment Channel

All originals for payment will be sent to ShenhuaInternational Ltd.

To: Buyer

Cc: OWNER (Procurement Dept.)

Person:

Tel:

Fax:

Email:

*************

***********

***********

******************

*************

***********

***********

******************

ANNEX

1．Form for Letter ofGuarantee for Down Payment

2．Performance Security

3．Break Down Prices

ANNEX 1

Form for Letter of Guarantee for Down Payment

To: (name of the Buyer)

(nameof the Contract)

Gentlemen and/or Ladies:

In accordance with the provision of Clause __of theTerms and Conditions of Contract, (name and address of the SELLER) (hereinaftercalled "the SELLER") shall deposit with the Buyer a bank guarantee toguarantee its proper and faithful performance under the said Clause of theContract in an amount of (amount of guarantee in figures and words).

We, (name of bank), shall pay you as primary obligatorunconditionally and irrevocably, no matter how or whatsoever the SELLER willreject or object and also no matter whether we have been actually compensatedby the SELLER, within 7 working days upon our receipt of your first writtennotification of failure of performance of the SELLER in delivery of the goodsunder the contract, the amount not exceeding down payment of (amount ofguarantee in figures and words) which you have paid, plus the interests accumulated fromthe date you made the down payment to the date of repayment to you by us at theannual rate of 5.58%.

We further agree that no change or addition to or othermodification of the terms of the Contract to be performed thereunder or of anythe Contract Documents which may be made between the Buyer and the SELLER,shall in any way release us from any liability under this guarantee, and we herebywaive notice of any such change, addition, or modification.

This guarantee will come into force from its issuingdate and remain in full force and effect until after sixty (60) days the lastdelivery of Contract GOODS.

Yours truly,

Name and Position of Guarantors:

Signature and seal of Guarantors:

Name of Bank:

Issuing date:

To: Shenhua International Ltd.

Performance Security for Contract No.

This Guarantee is hereby issued to serve as performancesecurity of (name of theSELLER) (hereinafter called theSELLER), for Contract No. ____________ dated __________ between you and theSELLER for the supply of ____________________ for Project(hereinafter called the project).

The (nameof bank) (hereinafter calledthe Bank) hereby unconditionally and irrevocably guarantees and binds itself,its successors and assigns to pay you, without recourse, up to the total amountof (currency used in Contract) representing ten percent (10%) of the total Contractprice in (name of currency) and according covenants and agrees asfollows:

(a) On the SELLER’s failure of the faithful performance ofany part of the Contract Documents, agreed modifications, amendment, additionsand alternation thereto that may hereinafter be made including replacementand/or making good of defective GOODS (hereinafter called “failure ofperformance”) and determined by you and notwithstanding any objection by theSELLER, the Bank shall immediately, on your demand in a written notificationstating the failure of performance by the SELLER, pay you such amount oramounts as required by you not exceeding the aggregate total as stated above inthe manner specified in the said notification.

(b) AnyPayment hereunder shall be made free and clear of and without deduction for oron account of any present or future taxes, duties, charges, fees, deductions orwithholdings of any nature whatsoever and by whoever imposed.

(c) Thecovenants herein contained constitute an unconditional and irrevocable directobligation of the Bank. No alteration in the terms of the Contract to beperformed hereunder and no allowance of time by you or any other act oromission by you which but for this provision might exonerate or discharge theBank shall in any way release the Bank from any liability hereunder.

(d) Thisguarantee shall become effective upon issuance and remain valid until the endof warranty period, at the latest on _____ [fixed date]

Very truly yours,

Issuing Bank: _______________________

Signed by: _________________________

(Printed name and designation of official authorized tosign on behalf of issuing bank)

Signature:

Official Seal: ________________________