3. Entry into force of the Contract Entry into force Commencement Date Non-occurrence of the Commencement Date...

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1 FOREWORD 9 I NTRODUCTION 1. The turnkey contract considered in this model The drafting techniques used The entry into force of the contract Shipment of the equipment The various stages of performance of the contract Contract price and payment conditions Non-performance and its consequences Force majeure Applicable law Local rules relevant for the performance of the contract Jurisdiction and arbitration ICC MODEL CONTRACT FOR THE TURNKEY SUPPLY OF AN INDUSTRIAL PLANT CHAPTER 1: GENERAL CLAUSES 1. Definitions Good faith and fair dealing Good faith in performing the Contract Good faith in interpreting the Contract Entry into force of the Contract Entry into force Commencement Date Non-occurrence of the Commencement Date Subject matter and scope of the Contract Scope Supplier's obligations Scope of purchaser's work Guaranteed Performance Purchaser's general obligation to observe Supplier's instructions Complete plant Laws, regulations Purchaser's duty to cooperate Alterations and additional work Non-substantial alterations Alterations requested by the Purchaser... 25

2 THE ICC MODEL CONTRACT FOR THE TURNKEY SUPPLY OF AN INDUSTRIAL PLANT 6. Assignment - Subcontractors - Parties' representatives Prohibition of assignment Sub-contractors and sub-suppliers Liability for Sub-contractors or sub-suppliera Project representative and site representative Time schedules and co-operation Time schedule Alterations to the time schedules CHAPTER 2: SUPPLY OF TECHNICAL DOCUMENTATION, EQUIPMENT AND SPARE PARTS 8. Layout Layout Corrections to the layout Technical documentation Technical documentation to be provided by the supplier Corrections to the technical documentation Use of the technical documentation Supply of the equipment Deadlines for shipping Storage Shipment - Packing - Marking Reference to Incoterms Shipment Packing Marking - Packing list and other documents Transfer of risk Taking delivery of the equipment Taking delivery of the equipment Examination of the equipment Notification., Joint examination of the equipment at arrival Missing or damaged equipment Spare parts, raw materials and components Spare parts Cost of spare parts CHAPTER 3: ERECTION, TESTING, TAKING OVER AND TRAINING 14. Obligations of the Parties Scope of supplier's obligations Purchaser's personnel Preparatory work... 30

3 14.4 Storage of the equipment Erection equipment Telephone and fax connections Management of the site Responsibilities of the Parties with respect to operations at the site Work diary Interpreter Supplier's personnel Number of persons and duration Additional manpower Travel and lodging expenses of supplier's personnel..., Travel expenses Living expenses Erection Notice of availability and confirmation by purchaser Personnel present at the site Preparation of the erection Commencement of the erection Carrying out of the erection Erection testing Commencement of erection testing Performance of erection testing Completion of erection testing Erection Certificate Drawing up of the erection certificate Defaults or deficiencies Completion of erection testing in absence of the purchaser Start up of the plant Commencement of start up Operation of the plant during start up Purchaser's obligations during start up Performance testing Commencement of the tests Performance of the tests and protocol Repeated performance testing Time-limit for performance testing Modifications, additions and repairs... 35

4 THE [ CC MODE L CONTRACT FOR THE TURNKEY SUPPLY OF AN INDUSTRIAL PLANT 23. Taking over Taking over Taking over certificate Minor adjustments, etc No right to dispose of the plant Taking into operation without the supplier's permission Responsibility for care, custody and control Training of purchaser's personnel Personnel to be put at the purchaser's disposal for training Training in the supplier's country Training at the site No provision of production know-how without separate agreement CHAPTER 4: PRICE, PAYMENT CONDITIONS, BANK GUARANTEES 25. Contract price Contract price Price revision Payment conditions General Documentary Credit (L/C) Payment security (Guarantee) Delay interest Bank guarantees provided by the supplier Advance payment guarantee Performance guarantee Taxes, duties, etc Taxes and other charges payable in the country Taxes and other charges payable outside the country CHAPTER 5: NON PERFORMANCE AND ITS CONSEQUENCES 29. Consequences of non-performance - Liquidated damages Late delivery of equipment Late take-over Cumulation of liquidated damages Non attainment of the guaranteed performance Suspension of performance Contract termination Termination for supplier's default Termination for purchaser's default Termination in case of lasting force majeure Effects of termination on obligations already performed... 42

5 30.5 Supplier's obligation in case of non-attainment of the minimum performance levels Compensation for the loss suffered Sole remedy Defects in the plant after taking over Warranty Defects liability period Conditions for liability for defects Notification of defects Making good of defects Immediate action in connection with risk of damage Liability for replaced or repaired parts Property in replaced defective parts Final period for making good defects Failure to make good a defect IlUnjustified notification of defects Limitation of liability Sole reason for termination Indirect or consequential damages Fraud and wilful misconduct...44 CHAPTER 6: FINAL CLAUSES 33. Force majeure Definition of force majeure Failure to perform by a third party Listed impediments Consequences of force majeure Temporary force majeure Duty to mitigate Contract termination in case of lasting force majeure Confidentiality Definition of confidential information Duty of confidentiality Disclosure to employees Storage of confidential information Survival Contract documents Contract and contract documents Attachments Applicable law Internationally mandatory rules... 49

6 THE ICC MODEL CONTRACT FOR THE TURNKEY SUPPLY OF AN INDUSTRIAL PLANT 37. Resolution of disputes Alternative dispute resolution Arbitration or litigation CONTRACT SCHEDULES: SPECIFIC ISSUES TO BE DETERMINED BY THE PARTIES Contra et Schedule A Definition of the site Contra et Schedule B Events to occur before the commencement date (Article 3.2) Con tra c t Schedule C Contract termination before effectiveness (Article 3.3) Con tra et Schedule D Information needed for preparing the layout of the plant Contra et Schedule E (Article 8.1) Shipment of Equipment - Marking - Packing list and other documents Con tra et Schedule F Price of the Contract (Article 25) Con tra et Schedule G Payment conditions (Article 26) Contract Schedule H Bank guarantees provided by the supplier (Article 27) Contra et Schedule I Liquidated damages for delay (Article 29) ANNEXES Annex 1 General description of the plant, guaranteed performance and minimum performance levels...61 Annex 2 Equipment and other goods to be provided by the supplier Annexa Main sub-contractors and sub-suppliera (Article 6.2)...64 Annex 4 Technical documentation to be provided by the supplier (Article 9) Annex 5 Time schedule...66 Annex 6 Raw materials, components and consumables Annex 7 Technical personnel provided by supplier for supervision and assistance (Article 16) Annex 8 Erection equipment (specification)/specialised personnel provided Annex 9 by purchaser Performance test procedures - Price reduction in case of nona.ttainment of the guaranteed performance Annex 10 Training of purchaser's personnel (Article 24) Annex 11 Taking over certificate Annex 12 Transfer of technology (know-how) license APPENDICES Appendix I United Nations Convention on the International Sales of Goods Appendix II Unidroit Principles of International Commercial Contracts ICC AT A GLANCE 117 SELECTED ICC PUBLICATIONS 118