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合同号： VINASHIN/YMC-TRANSTECH/DQ-001 EPC 工程合同 业主：越南造船工业总公司 下称（业主） 和 承包商： 云南机械进出口股份有限公司 & 川铁国际经济技术合作有限公司 以下联合或单独地被称为（承包商） 日期： 2005 年 11 月 25 日 EPC - 1 INDEX 目录 ARTICLE 1 ： DEFINITIONS AND INTERPRETATION ARTICLE2 ： CONTRACT DOCUMENTS ARTICLE 3 ： DESCRIPTION OF WORK ARTICLE 4 ： CONTRACT PRICE ARTICLE 5 ： PAYMENT ARTICLE 6 ： RESPONSIBILITY AND OBLIGATION ARTICLE 7 ： TIME FOR PREFORMANCE ARTICLE 8 ： EQUIPMENT AND MATERIALS ARTICLE 9 ： SITE ARTICLE 10 ： MAINTAIN AND CARE OF THE WORKS ARTICLE 11 ： CO-ORDINATION WITH OWNER AND OTHER EPC CONTRACTORS ARTICLE 12 ： TRANSPORTATION ARTICLE 13 ： LIABILITY FOR DEFECTS ARTICLE 14 ： INSURANCE ARTICLE 15 ： CERTIFYING AGENT ARTICLE 16 ： COMPLETION AND ACCEPTANCE ARTICLE 17 ： LIQUIDATED DAMAGES ARTICLE 18 ： FORCE MAJEURE ARTICLE 19 ： INDEMNIFICATION ARTICLE 20 ： CHANGES IN THE WORKS ARTICLE 21 ： REPAYMENT GUARANTEE PERFORMANCE BOND AND WARRANTY BOND ARTICLE 22 ： SUSPENSION ARTICLE 23 ： TERMINATION ARTICLE 24 ： SUBCONTRACTOR ARTICLE 25 ： CONTRACTOR’S PERSONNEL ARTICLE 26 ： STATUTORY OBLIGATIONS ARTICLE 27 ： GENERAL ARTICLE EPC - 2 LEGAL AND PARTIES LEGAL: - Pursuant to State-Law on Economic Contract of Government’s Council issued dated 25 th September 1989, and Decree No 17/HDBT issued dated 16, January 1990 of Council of Ministers (now is Government) defined in detail performance of State- Law on Economic Contract; - Pursuant to The Bidding Regulation issued together with Government’s Decree No 88/1999/ND-CP of September 1,1999, and Government’s Decree No 14/2000/ND-CP of May 5, 2000 of Government; - Pursuant to The Regulation on Investment and Construction Management issued together with the Government’s Decree No 52/1999/ND-CP of July 8, 1999, and the Government’s Decree No. 12/2000/ND-CP of May 5, 2000; Pursuant to Decision No. 17/2000/ QĐ-BXD dated 2 nd August 2000 of Ministry of Construction on construction quality management - Pursuant to Circular Letter No 1/2002/ TT-BXD dated 7th January 2002 of Ministry of Construction on instruction for implementation of projects under Engineering – Procurement - Construction Contract ( EPC); - Pursuant to the Decision No. 3763 QD-GTVT dated 14 November 2002 issued by Ministry of Transportation of Vietnam to permit Vietnam Shipbuilding Industry Corporation for preparation of Feasibility Study of Dung Quat Shipyard Project (Quang Ngai province) - Pursuant to Memorandum of Agreement dated 16 th October 2003 in Beijing, China between Vietnam Shipbuilding Industry Corporation (OWNER) and Yunnan Machinery Import and Export Co. Ltd (YMC) Pursuant to Memorandum of Agreement dated 4 th June 2004 in Hanoi, Vietnam between Vietnam Shipbuilding Industry Corporation and YMC-TRANSTECH Consortium - Pursuant to Payment Agreement dated 25th November 2005 between Vietnam Shipbuilding Industry Corporation (OWNER) and Yunnan Machinery Import and Export Co. Ltd (YMC), TRANSTECH Engineering Corporation, are jointly and severally called the YMC-TRANSTECH Consortium. - Pursuant to The Letter No. 438/TTg-CN dated 15 April 2005 issued by the Prime Minister to authorize the BOM of Vietnam Shipbuilding Industry Corporation to approve Dung Quat Shipyard Project. EPC - 3 THIS CONTRACT is made and entered into force This 25th day of November,2005 BY AND BETWEEN : +84 4 8439811 +84 4 7330167 E-mail: contact@vinashin.com.vn : Pham Thanh Binh +86-871-3164879 ， 3131794: +86-871-3136829 ， 3149945 Email: ymc@ymc.com.cn, ymc@fpt.vn Address: No.18 Tongjin Road, Chengdu 610032, PR China Tel: +86-28-86396039 Fax: +86-28-86396079 Email: Transtech@transtech.com.cn hereafter jointly and severally called as the (CONTRACTOR) NOW THEREFORE, the parties hereto agree as follows: EPC - 4 Article 1: DEFINITIONS AND INTERPRETATION The following definitions shall apply to this CONTRACT except where the context otherwise explicitly requires: a.“PLANT” means Dzung Quat Shipyard construction Project-Phase 1 to be constructed by the CONTRACTOR at Dzung Quat Shipyard, except the Dry Dock item executed by the OWNER as defined in Exhibit 1 and Exhibit 4 of Contract. b.“OWNER” means VIETNAM SHIPBUILDING INDUSTRY CORPORATION”, their legal successors in title and any assignee of VINASHIN. c.“CONTRACTOR” means Yunnan Machinery Import and Export Co. Ltd (YMC) / Transtech Engineering Corporation (TRANSTECH) hereafter refer as (YMC- TRANSTECH Consortium). d. “SUBCONTRACTOR” means any person, organization or company having a contract directly or indirectly with CONTRACTOR for the supply of services and construction work, or the supply of services and EQUIPMENT AND MATERIALS and other things, for the WORK. e. “CERTIFYING AGENT” means a society who shall provide certification services and finally a safety certificate thereto for the PLANT via the Sub-Contract duly signed by between CONTRACTOR and CERTIFYING AGENT. f. “TIME FOR PERFORMANCE” means a period of time for performance of Engineering, Procurement, Construction and Initial Acceptance by CONTRACTOR as defined in ARTICLE 7 of CONTRACT. g. “CONTRACT” means Terms and Conditions of Contract consisting of ARTICLE 1 through 27, Exhibits 1 through 14 thereto, all other supplement documents agreed in writing by Parties. h. “CONTRACT PRICE” means the total of all sums payable by the OWNER to CONTRACTOR in United State Dollar as provided in ARTICLE 4 herein. i. “SITE”means land within which the PLANT is to be constructed as defined in the PROJECT SPECIFICATION and such additional areas in the vicinity as may be used by CONTRACTOR for the WORK, such area should have been leveled and smooth, while water, electricity, transportation, communication should be available. EPC - 5 j. “WORK or Works” means the work to be performed and the design as well as the services to be provided by CONTRACTOR in connection with the realization of the PLANT as described under ARTICLE 3. k. “MILESTONE” means an activity or an event, or a combination of activities or events, the achievement of which is used in assessment of progress of the WORK. l. “TEMPORARY WORKS” means all temporary works of every kind required in or about the execution or maintenance of the Works. n. “PERMANENT WORKS” means all the permanent works to be executed and maintained in accordance with the Contract. m. “COMMENCEMENT DATE” means the actual date for executing the WORKS confirmed by the both Parties in accordance with Article 7 o. “BUSINESS DAY” means a day other than a Saturday or Sunday upon which the banks in Hanoi are open for transaction of the necessary type of business. p. “EFFECTIVE DATE” means the date upon which the matters provided in ARTICLE 27 hereof are duly completed q. “EQUIPMENT AND MATERIALS” means any machinery, equipment, materials and other items of whatever nature to be supplied by CONTRACTOR under this CONTRACT intended to become a part of the PERMANENT WORKS of the PLANT in accordance with the PROJECT SPECIFICATION. r. “PARTIAL ACCEPTANCE CERTIFICATE” means the certificate prepared by CONTRACTOR in the format given in Exhibit 7 and approved by OWNER to certify that the part of WORK in accordance with Schedule has achieved completion in conformity with the CONTRACT and PROJECT SPECIFICATION s. “PROVISIONAL ACCEPTANCE CERTIFICATE” means the certificate prepared by CONTRACTOR in the format given in Exhibit 7 and approved by OWNER to certify that no less that 15% of WORKS of the PLANT have been done by CONTRACTOR. t “INITIAL ACCEPTANCE CERTIFICATE” means the certificate prepared by CONTRACTOR in the format given in Exhibit 7 and approved by OWNER to certify that WORK in accordance with Schedule has achieved completion in conformity with the CONTRACT and PROJECT SPECIFICATION u “FINAL ACCEPTANCE CERTIFICATE” means the certificate prepared by CONTRACTOR in the format given in Exhibit 7 and approved by OWNER and CERTIFICATE AGENT to certify that WORK in accordance with Schedule, obligations as EPC - 6 defined in CONTRACT and guarantee has achieved completion in conformity with the CONTRACT and PROJECT SPECIFICATION v “SCHEDULE” means the proposed schedule of WORK furnished by the CONTRACTOR, modified as necessary and agreed with OWNER , as included in Exhibit 2. w “ENGINEERING RECORD” means the PROJECT SPECIFICATION together with the drawings, specifications, standards and all other data necessary for the realization of the PLANT as developed by the CONTRACTOR from the PROJECT SPECIFICATION x “ORGANIZATION CHART” means the PROJECT Organization Chart to be prepared by CONTRACTOR for Project performance. y “PMU” means Dzung Quat Shipyard construction Project Management Unit or such replacement as may be nominated from time to time by the OWNER and notified in writing to the CONTRACTOR to act as OWNER’s Representative for the purposes of the Contract. EPC - 7 Article 2: CONTRACT DOCUMENTS 2.1 This Contract consists of the following documents: - Terms and conditions of Contract consisting of ARTICLE 1 through ARTICLE 27. - Payment Agreement No. VINASHIN/YMC-TRANSTECH/DQ-002 dated 25 th November 2005 EXHIBITS: Exhibit 1: Bill of Quantities Exhibit 2: Project Construction Schedule （ Milestone Date ） Exhibit 3: Plan for performance Work Exhibit 4: Project Specification Exhibit 5: Prices for changes in the work Exhibit 6: Document form of Contract Exhibit 7: Equipment list of Contract Exhibit 8: Project organization Chart for performance Work Exhibit 9: Technology method for performance of Work Exhibit 10: Schedule of approval and delivery of detail working drawings Exhibit 11: Curriculum Vitae of CONTRACTOR and Manpower plan Exhibit 12 ： Price List Exhibit 13 ： VENDOR and SUB-CONTRACTORS’ List Attachment 1: Particular Conditions of Contract （ to be discussed and agreed later ） Attachment 2: General Condition of Contract （ to be discussed and agreed later ） 2.2 Documents are arranged in order as follows: a) Contract terms and conditions consisting of ARTICLE 1 through ARTICLE 27 thereto. EPC - 8 b) Payment Agreement c) Exhibits consisting of exhibits 1 through 13 thereto; and d) Attachments consisting of Attachment 1 through 2 thereto. e) Others. EPC - 9 Article 3: DESCRIPTION OF WORK CONTRACTOR shall, in accordance with the CONTRACT, be responsible for design, procurement, civil work (EPC) including but not limited to the following activities, hereinafter collectively referred to as the WORK, all of which shall be performed in accordance with the requirements of the CONTRACT, in particular the PROJECT SPECIFICATION. The detail execution of works shall be performed in accordance with the Bill of Quantities and PROJECT SPECIFICATION in Exhibit 1 and Exhibit 4 attached hereto. All the WORK or WORKS under this CONTRACT shall not include the Dry Dock Item as specified in Exhibit 1-Bill of Quantity. 3.1 Within the Scope of the CONTRACT, provide or arrange to have provided all services, labor, supervision, management, equipment, materials, tools and supplies needed to perform the WORK; 3.2 Provide engineering and other services in connection with the supply of EQUIPMENT AND MATERIALS, as defined in the PROJECT SPECIFICATION; 3.3 Purchase, expedite and inspect and arrange for delivery to site of all EQUIPMENT AND MATERIALS for the PLANT including materials, spare equipments, and instructions for operation and maintenance, all temporary facilities, all in conformity with the PROJECT SPECIFICATION; 3.4 Construct, erect and hand-over the PLANT as described in the PROJECT SPECIFICATION; 3.5 Establish and operate adequate efficient and properly coordinated material control systems for dispatch, receipt, handling, storage and distribution to ensure all EQUIPMENT AND MATERIALS are preserved and available as necessary for the progress of the PROJECT to ensure efficient completion of the PLANT; 3.6 Construct and provide all temporary facilities and maintain all such facilities in a safe and effective fashion as necessary for the execution of the WORK up to INITIAL ACCEPTANCE of the PLANT; 3.7 Establish adequate procedures and control and reporting systems to provide close control of the quality and progress of the WORK and provide sufficient information to OWNER to enable independent assessment of the physical progress of the WORK; EPC - 10 [...]... reasonable and inherently necessary to complete WORKS for 1 st Phase under this CONTRACT and be agreed by the Parties EPC -11 Article 4: CONTRACT PRICE 4.1 Contract price shall be paid in United State Dollar (USD): 99,800,000.00 (In word: Ninety-nine million eight hundred thousand United States Dollar) 4.2 Contract price shall be Lump sum price included all of the essential expense for performance of Engineering,... United State Dollar) shall be made to CONTRACTOR by deferred payment in the Contract Price in accordance with the Payment Agreement dated 3 rd November 2005 and specified in Schedule of Payments set forth in Payment Agreement and the following terms 5.3 Payment of the 85% of the CONTRACT PRICE of ARTICLE 5.2 shall be made by OWNER to CONTRACTOR upon received the documents as defined in the drawn down Schedule... defects are found in EPC -17 the design and drawings, they and the WORKS shall be corrected at the CONTRACTOR’s cost, notwithstanding any consent or approval from the OWNER 6.10 Execute comply with all duty and responsibilities to accomplish the WORK in accordance with the conditions herein of the Contract The Dry Dock item of which the construction parts of the main body of the dry dock in accordance... any act or omission to act by the CONTRACTOR, his SUBCONTRACTORS, VENDORS, or representatives of such persons, including any errors or omissions in documentation 8.2.3 The CONTRACTOR shall advise OWNER in advance of the arrival, unloading and release of carriers' equipment 8.2.4 The CONTRACTOR shall present the following shipping documents to the OWNER: -Full set of original Clean Shipped on board... AND MATERIALS, and shall be responsible for safeguarding all EQUIPMENT AND MATERIALS until the date of EPC -23 INITIAL ACCEPTANCE CERTIFICATE in accordance to the Exhibit 4 and Exhibit 8 8.8 Main EQUIPMENT AND MATERIALS shall be purchased only from sources on the VENDOR LIST of at least 3 tentative VENDORS with its quotation which be approved by the OWNER in accordance with the procedures in the Exhibit... procedures in the Exhibit 4, Exhibit 8 and Exhibit 14 The CONTRACTOR has the right to select of one Suppler from the above VENDOR LIST 8.9 Any main item of EQUIPMENT AND MATERIALS that is not listed in the VENDOR LIST, CONTRACTOR shall submit OWNER the list of at least 3 tentative VENDORS with its quotation for OWNER’S review and APPROVAL before carrying out any related activities thereto 8.10 Any main... CONTRACT EPC -29 11.8 CONTRACTOR shall be responsible for coordinating with and provide, support any necessary data, document, information to other SUB-CONTRACTOR to carry out OVERALL PROJECT COMMISSIONING and performance test and to perform all interfacing WORKS as provided in the Exhibit 1 and Exhibit 4 Additionally, as requested by OWNER requirements CONTRACTOR shall review and comment on documents... the WORK 6.3 Organize pre-acceptance completed parts of work or completed work for CONTRACTOR can performance the construction works in constant 6.4 Check and approval drawings and technical documents to ensure that documents are in accordance with specification of Construction works, project procedures with are stated in Exhibit 4 of this Contract 6.5 Pay all and in time to CONTRACTOR for pre-accepted... CONTRACT PRICE in accordance with the terms of payment as set forth in ARTICLE 5 and Payment Agreement EPC -13 Article 5: PAYMENT 5.1 OWNER shall pay in advance fifteen per cent (15 %) of the Contract price equal to USD 14,970,000.00(In word :Fourteen million nine hundred seventy thousand Untied States Dollar) to CONTRACTOR upon receiving invoices of CONTRACTOR by the OWNER as follows: - Letter for proposal... CONTRACTOR, SUBCONTRACTORS and/or VENDORS 6.14 CONTRACTOR shall observe all safety regulations or construction regulations specified by Vietnamese law or in the PROJECT SPECIFICATION or other regulations generally recognized in the China shipbuilding Industry to be appropriate to the PLANT or the WORK, and shall ensure that all other members of CONTRACTOR, SUBCONTRACTORS and VENDORS observe such regulations . OWNER’s Representative for the purposes of the Contract. EPC - 7 Article 2: CONTRACT DOCUMENTS 2.1 This Contract consists of the following documents: - Terms and conditions of Contract consisting. Parties. EPC - 11 Article 4: CONTRACT PRICE 4.1 Contract price shall be paid in United State Dollar (USD): 99,800,000.00. (In word: Ninety-nine million eight hundred thousand United States Dollar) received the documents as defined in the drawn down Schedule in Payment Agreement. 5.3.1 GENERAL CONDITIONS a) All payments by OWNER to CONTRACTOR shall be denominated in United State Dollar to