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English to Chinese: IBM Premiers Makeover Challenge in Singapore Detailed field: IT (Information Technology)
Source text - English News Release
IBM Premieres Makeover Challenge in Singapore
Singapore, 7 June 2006 - IBM issued an invitation today to firms in Singapore to compete for a suite of IT solutions comprising hardware, software and services worth up to S$80,000 in the IBM Makeover Challenge. Open to companies employing fewer than 1,000 employees, the contest aims to help small to medium enterprises (SMEs) which have outgrown their IT capacity makeover their IT architecture to cater for future growth. IBM and Intel, through installation of the I.T. solution suite, will aid the deserving winner in simplifying its server management, boosting productivity and collaboration amongst its employees while simultaneously ensuring its I.T. security and resilience. In addition, IBM is awarding the successful contestant with a Lenovo ThinkPad. The closing date for entries is 14 July 2006.
In announcing the IBM Makeover Challenge, Nicholas Tan, general manager, global small and medium business, IBM Singapore, said, “The reality is that many businesses in Singapore have been growing at a furious pace and their IT infrastructure has not kept pace. As business needs continue to loom and weigh on existing infrastructure, IT demands tend to outstrip current capacity and capabilities, impacting critical functions essential for growth such as sales and marketing, human resource management, manufacturing, inventory and the supply chain.” He added, “The IBM Makeover Challenge presents the perfect opportunity for companies facing this conundrum to get solutions that fit their business and help them stay competitive. We expect the winner to reap the benefits of a more streamlined IT infrastructure and lower costs well beyond the end of the Makeover Challenge.”
The challenge is also supported by local business organizations such as the Singapore Chinese Chamber of Commerce & Industry (SCCCI). According to Mr Tan Cheng Gay, SCCCI Information Technology Committee Chairman, “SCCCI is committed to helping Singapore’s SMEs achieve greater levels of innovation, and to expand into new markets and product segments in a rapidly changing external environment. We're excited to participate in this innovative initiative and this is a great opportunity to work with leading vendors such as IBM and Intel to help SMEs equip themselves with the necessary capabilities to grow.”
“Small and medium enterprises have a common misconception that they will save money by postponing replacement of aging products or delaying technology upgrades. They do not realize that older equipment are more vulnerable to virus or security attacks and typically experience trouble performing multiple tasks and applications,” said Patrick Liew, Singapore country manager, Intel Technology Asia. “Businesses today demand technology to help them compete more effectively. This makeover contest is a good way to get businesses to relook their IT blueprint and plan for future business growth.”
IBM has worked with companies in Singapore for 52 years in providing leading edge technology solutions, enabling innovative business models and processes to enhance their performance and drive growth. The winner of the IBM IT Makeover Challenge will benefit from IBM’s assistance in the following areas:
“IBM BladeCenter® Systems, powered by Intel® Xeon® processors, integrate servers, storage and networking to help reduce complexity and simplify I.T. management. Using IBM Director provides a single point of management for both IBM and non-IBM systems, proving simplicity through reduction in management consoles. Intel® Xeon® processors contain a comprehensive set of innovative features focused on enabling I.T. and business to become more efficient, dependable and responsive,” said Han Chung Heng, General Manager, Systems & Technology Group, IBM Singapore.
Lower Total Cost of Ownership
IBM systems solutions have been designed to help lower costs by ensuring high scalability as well as reduced power usage, cooling, floor space and increased utilization.
Increase productivity and collaboration
IBM WebSphere® software helps improve the efficiency, flexibility, and control of key business processes. IBM WebSphere® allows the modeling of an existing process, removal of bottlenecks, optimization and deployment of enhanced processes. Monitoring of the process and expansion across and beyond the enterprise to suppliers and partners is enabled.
Ensure resiliency and security
IBM solutions such as IBM Express Managed Security Services and IBM Tivoli® Express Portfolio protect businesses from viruses and hackers, help with compliance and audit requirements, as well as ensuring high availability and disaster recovery readiness.
Prize may include several or all of the following components:
IBM BladeCenter
IBM eServer BladeCenter(tm) Chassis with 2x2000W PSU
Nortel Networks L2/3 Copper GbE Switch Module for IBM eServer BladeCenter™
2 Units of IBM HS20 Blade Servers
2 x HS20 Xeon EM64T 3.2GHz/800MHz 2MB L2, 2x512MB, O/Bay U320
4 x IBM 73.4 GB SFF Non Hot-Swap U320 10K SCSI Drive
IBM 25U Rack
IBM S2 25U Standard Rack Cabinet
2 x IBM DPI 30amp/208V US Front-end PDU
E54 15" Colour Monitor (Stealth Grey)/MPRII
IBM BladeCenter Hardware powered by Intel Xeon processors
IBM Websphere Software
WebSphere Application Server Express (20 user license)
Websphere MQ Express
WebSphere Enterprise Service Bus
Websphere Portal – Express 20 Users Licenses
Includes Software Licenses and 12 Months SW Maintenance
IBM Tivoli Express Portfolio Software
Tivoli Storage Manager Express
IBM Tivoli Monitoring Express
IBM Express Managed Security Services
Email Security Services (Anti-virus, Anti-spam) for 12 months (limited to max 100 users)
Email Security Services sponsored by MessageLabs
JetSupport
IBM Software Services
For more information, please visit ibm.com/makeover
Note:
• Entry submission by fax, mail or online at http://www.ibm.com/sg/makeover
• Contest open to companies with 100-999 employees only
• IBM Business Partners, IBM’s advertising, media and event agencies, government departments, ministries and government-owned companies, clients with valid proposals for IBM BladeCenter, IBM Websphere (includes Websphere Application Server Express, Enterprise Service Bus, MQ Express, and Portal Express), Tivoli Express Software and Email Managed Security Services are not eligible for the free makeover solution are not eligible to participate in this program
• IBM will select the winner based on the company’s need for an IT solution and how this will benefit the organisation
• Initial review to be conducted based on company submissions
• IBM may conduct subsequent interviews to further understand the specific technical and business conditions which may impact the final solution and implementation requirements
• The winner agrees to become an IBM reference. IBM will consult on the accuracy and details of the information content before it is released in IBM’s or the IBM Business Partner’s reference citations
English to Chinese: Corporate Governance Guidelines Detailed field: Finance (general)
Source text - English AUDIT COMMITTEE
TERMS OF REFERENCE
1 Objectives of the Audit Committee (the “Committee”)
1.1 To assist the Board to raise and maintain a high standard of corporate governance, particularly by providing an independent review of the effectiveness of the Company’s financial reporting process and material internal controls, including financial, operational and compliance controls, and risk management.
1.2 The Committee’s functions are of an advisory and review nature. Operational and business matters are outside the scope of its review except where they concern audit and financial reporting issues.
2 Composition of the Committee
2.1 The members including the Chairman of the Committee shall be appointed by the Board in accordance with these terms of reference as approved by the Board (and any amendments thereto from time to time as may be approved by the Board). In appointing the members of the Committee, the Board should consider whether the members are appropriately qualified to discharge their responsibilities, and in this respect and as a guide, the Board shall try to ensure that at least two members of the Committee shall have accounting or related financial management expertise or experience, such qualification to be interpreted by the Board in its business judgment.
2.2 The Committee shall consist of a minimum of three members of the Board the remaining members of the Committees shall be ex officio members. The ex officio members shall not have any voting rights.
2.3 The Chairman of the Committee shall be a non-executive Director, and shall chair all meetings of the Committee. In the absence of the Chairman at any Committee meeting, the members present shall elect one of their number to be the Chairman of the meeting.
2.4 The Committee may appoint such person as it may deem appropriate, from time to time, to act as secretary to the Committee.
2.5 A member ceases to be a member of the Committee when he ceases to be a Director of the Company. A member who wishes to resign should provide sufficient notice to the Company so that a replacement may be appointed before he leaves.
2.6 The quorum is two members present in person including the Chairman of the Committee who shall be a nominee of the Foreign Shareholders. A majority vote is required to pass or defeat any resolution. In the event of an equality of votes, the Chairman has a second or casting vote provided that where only two members are present, the Chairman does not have a second vote and the resolution is not considered to have been passed or defeated until the votes of all members have been expressed in writing.
Appendix 6
Page 2 of 7
3 Reporting Responsibilities/Authority
3.1 The Committee shall report to the Board on the nature and extent of the functions performed by it and may make such recommendations to the Board on any internal controls or financial and management matters as it may think fit. Such reports and recommendations may be in the form of minutes or special reports.
3.2 The Committee is authorised by the Board to investigate any activity it deems appropriate within its terms of reference. It is authorised to seek any information from any officer or employee of the Company all of whom it shall have full access to and are directed to co-operate with any request made by the Committee.
3.3 When the Committee becomes aware of any suspected fraud or irregularity, or suspected infringement of any law, rules or regulations, which has or is likely to have a material impact on the Company’s operating results or financial position, the Committee should discuss such matter with the external auditors and, at an appropriate time, report the matter to the Board.
3.4 The Committee is authorised to engage any firm of accountants, lawyers or professionals as the Committee sees fit to provide independent counsel and advice and to assist in any review or investigation on such matters as the Committee deems appropriate.
3.5 The Internal Auditor and the Internal Audit Department report functionally to the Chairman of the Committee and administratively to the Chief Executive Officer/Chief Operating Officer, where appropriate.
4 Assistance
To enable the Committee to discharge its duties satisfactorily, the Committee shall be entitled from time to time:
4.1 To full co-operation and assistance from the Management, the internal and external auditors, and in this regard may require the provision of such information, and access to such personnel, as it deems necessary; and
4.2 To seek external professional advice on such matters as may be appropriate.
5 Responsibilities
5.1 Statutory & Regulatory Obligations
• To review with the external auditor his audit plan, his evaluation of the system of internal accounting controls and his audit report.
• To review the assistance given by the Company’s officers to the external auditors.
• To review the scope and results of the internal audit procedures.
Appendix 6
Page 3 of 7
5 Responsibilities (cont’d)
• To review the balance sheet and profit and loss account including the consolidated balance sheet and profit and loss account (if any) and thereafter to submit them to the Board of Directors.
• To nominate a person or persons as external auditor(s).
• To perform such other functions as may be agreed to between the Committee and the Board.
• To review the scope and results of the audit and its cost effectiveness and the independence and objectivity of the external auditors. Where the auditors also supply a substantial volume of non-audit services to the Company, the Committee should keep the nature and extent of such services under review, seeking to balance the objectivity and value for money.
• To review “related party transactions” to ensure that the terms of the transactions are on normal commercial basis, and are not prejudicial to the Company’s shareholders.
• To ensure that a review of the effectiveness of the Company’s material internal controls, including financing, operational and compliance controls, and risk management, is conducted at least once a year by the internal or external auditors, in order to ensure that the Management maintains a sound system of internal controls to safeguard the shareholders’ investments and the Company’s assets.
5.2 Duties
In order to assist the Board in raising and maintaining a high standard of corporate governance, the duties of the Committee are considered under four main headings:-
• Financial Statements
• Internal Control
• External Audit
• Responding to Management Needs
5.2.1 Financial Statements
To review the financial statements for report to shareholders of the Company whether for the half year or the full year to ensure their completeness, accuracy and fairness, and also to review the quality of earnings and the completeness and fairness of disclosures together with the appropriateness of statements given by the Directors. The review process would include:-
Appendix 6
Page 4 of 7
5 Responsibilities (cont’d)
• the suitability of the accounting policies and principles adopted by the Company and any significant changes during the year;
• the adequacy of financial statement disclosures;
• any significant adjustments, reclassifications or additional disclosures proposed by the external auditors;
• any major fluctuations in financial statement balances in the current year compared to the previous;
• any unusual circumstance or situation reflected in the financial statements; and
• any unusual or significant commitments or contingent liabilities.
5.2.2 Internal Control
To monitor Management’s strategy for ensuring that the Company has appropriate controls, particularly material internal controls, including financial, operational and compliance controls, in place and that these controls are functioning properly. The review process would include:-
(a) External Audit Functions
Review with the external auditors:-
• the scope of the external audit work;
• the external auditor’s evaluation of the system of internal accounting controls;
• the extent of the external auditor’s planned reliance on the work of the internal auditors;
• the statutory and detailed reports of the external auditors;
• any significant unresolved difference between the external auditors, internal auditors and Management;
• the follow up by Management and/or the internal auditors with regard to the external auditors’ recommendations; and
• the assistance given by the Company’s officers to the external auditors.
Appendix 6
Page 5 of 7
5 Responsibilities (cont’d)
(b) Internal Audit Functions
Review with Management and the internal auditors (and the external auditors, when appropriate)
• the suitability of the internal control system;
• the identification and monitoring or assessment of significant risks within a risk management framework;
• the scope of the internal audit work;
• the detailed reports of the internal auditors;
• the quality of the internal audit team;
• the system of reporting and independence from Management of the internal auditors;
• the follow up by Management on the internal auditors’ recommendations; and
• compliance with relevant legislations and regulations issued by the relevant regulatory bodies and policies, procedures and practices as spelt out by the Management.
(c) Review of “related party transactions”
Where appropriate, review with Management and the internal auditors to ensure that interested person transactions to be carried out/carried out are on an arm’s length basis, and to review the form of disclosure of such interested person transactions to shareholders of the Company.
5.2.3 External Audit
• To nominate a suitable firm of accountants for appointment or re-appointment by the shareholders of the Company as external auditors and to recommend to the Management the fee to be paid to the external auditors.
• To review the nature and extent of all non-audit services provided by the external auditors, to ensure that the provision of such non-audit services would not, in the Committee’s opinion, affect the independence of the external auditors and to keep costs to a minimum.
Appendix 6
Page 6 of 7
5 Responsibilities (cont’d)
5.2.4 Responding to Management Needs
In addition to the specific areas of financial reporting, audit and internal controls, the Committee has agreed with the Board to perform the following additional duties in order to raise the standard of the Company’s corporate governance and to protect the interests of shareholders:-
• To review compliance with any corporate code of conduct or governance process and activities that may be adopted by the Board;
• To receive and review reports from Management or from the external auditors of any unusual executive expenses and remuneration;
• To receive and review reports of any conflicts of interests affecting Directors and persons connected with the Directors; and
• To carry out such special reviews into the affairs of the Company as may be required by the Board from time to time.
6 Meetings
6.1 The Committee shall meet at least four times a year or more frequently as and when circumstances require, to carry out its functions as set out in these terms of reference and to deal with any matters as may, from time to time be decided by the Committee or the Board.
6.2 The Secretary of the Committee shall convene a meeting upon request of the Chairman of the Committee or any Committee member who considers it necessary.
6.3 Whenever possible, Committee meetings shall be scheduled to allow for adequate time for Committee business, and so that they can be reported promptly and effectively to the Board.
7 Attendance at Meetings
7.1 The Chairman of the Committee may invite other Directors to attend any Committee meeting for certain agenda items. The Committee may also instruct any representative of the external auditors, internal auditors or any officer or employee of the Company and its subsidiaries to attend its meetings and provide pertinent information as necessary.
Appendix 6
Page 7 of 7
7 Attendance at Meetings (Con’d)
7.2 The Committee may also need to take external professional advice from time to time. At the discretion of the Chairman of the Committee, external professional advisors may be in attendance at the Committee meetings for certain agenda items.
7.3 At least once a year, the Committee shall meet with the Chief Internal Auditor and the external auditors respectively without the presence of executive management to discuss any matters that either the Committee or either of the auditors believes should be discussed privately.
8 Minutes
8.1 The minutes of each meeting are prepared in sufficient detail to convey the substance of discussions held, in order to:-
• document the steps that have been taken by the Committee to discharge its duties and responsibilities; and
• provide an effective means of reporting Committee meetings to the full Board of Directors.
8.2 The minutes are to be prepared by the Secretary to the Committee and are open for inspection by any Director of the Company. A copy of all minutes shall be sent to the Chairman of the Board of Directors.
8.3 Any minutes signed by the Chairman of the meeting to which they relate or of the meeting at which they are read shall be conclusive evidence of the facts stated therein and any resolution passed at such meeting.
9 Resolutions in Writing and Meetings by Conference Calls
9.1 A resolution in writing signed or approved via letter or facsimile by a majority of the Committee members shall be as valid and effective for all purposes as a resolution passed at a meeting of the Committee duly convened and held. Any such resolution may be contained in a single document or may consist of several documents all in like form signed by one or more members.
9.2 The Committee may conduct its meeting by means of audio-visual or telephone conferencing or other methods of simultaneous communication by electronic or telegraphic means without requiring a member to be in the physical presence of another member. Participation in a meeting in such manner shall be deemed to constitute presence in person at such meeting. Minutes of such meeting signed by the Chairman of the Committee shall be conclusive evidence of any resolution of any meeting conducted in the manner as aforesaid.
5.3.4噪声
同5.3.1的试验条件,用声级计测量离心机前､后､左､右､上五个方向距离离心机1m处的整机噪声,均应符合4.3.4的要求｡
5.3.5功能提示与安全连锁检验
按要求检查离心机的功能提示､安全连锁,应符合4.3.5的要求｡
5.4安全性能要求
见附录A(规范性附录)｡
6标志标签､使用说明书
6.1标志标签至少包括以下内容:
a) 产品名称､型号､规格;
b) 生产企业名称､注册地址､生产地址､联系方式;
c) 医疗器械注册证书编号;
d) 产品标准编号:
e) 产品生产日期或者批(编)号;
f) 电源连接条件､输入功率;
g) 依据产品特性应当标注的图形､符号以及其他相关内容｡
6.2使用说明书至少包括以下内容:
a) 产品名称､型号､规格;
b) 生产企业名称､注册地址､生产地址､联系方式及售后服务单位;
c) 医疗器械注册证书编号;
d) 产品标准编号;
e) 产品的性能､主要结构､适用范围;
f) 禁忌症､注意事项以及其他需要警示或者提示的内容;
g) 医疗器械标签所用的图形､符号､缩写等内容的解释;
h) 安装和使用说明或者图示;
i) 产品维护和保养方法,特殊储存条件､方法｡
7包装､运输及贮存
7.1产品包装应符合以下要求:
a) 产品及附件､以及随机文件应置于中性塑料材料制作的袋内;
b) 外包装箱应能保证产品不受自然损坏,箱内应有防雨和软性衬垫等物;
c) 随机文件应有产品说明书､装箱清单｡
7.2运输
仪器装入包装箱后,按照合同规定方式运输,运输过程中应防潮､防晒和防撞击｡
7.3贮存
仪器包装好后,应贮存在温度为-10~C～60~C,最大相对湿度85%,无腐蚀性气体,通风良
好,环境洁净的房间内｡
Translation - English Standard for Registered Medical Device
YZB/BBS 002-2006
DIANA SERIES SPECIAL CENTRIFUGES
DIANAFUGE
Issued on Jan. 8, 2006 Effective on Jan. 8, 2006
Issued by DIAGNOSTIC GRIFOLS. S. A. of Spain
Preface
This standard, as the medical evaluation criteria for the production, inspection and use of Diana Series Special Centrifuges, was established in accordance with the format required by GB/T 1.1-2000 “Directives for Standardization – Part 1: Rules for the Structure and Preparation of Standards”.
The safety requirements of Diana Series Special Centrifuges conform to the national standard of P. R. China, i.e. GB 4793.1-1995 “Safety Requirements for Electrical Equipment for Measurement, Control and Laboratory Use: Part 1: General Requirements”. In this standard, the technical elements related to safety are collected and compiled in Annex A to this standard.
The Annex A of this standard is a standard normative annex.
This standard was proposed by DIAGNOSTIC GRIFOLS. S. A. of Spain and was drafted by Beijing Bio-Asia Technical Trading Co., Ltd.
Main drafter of this standard: MU Shiyu
This standard was firstly issued in January 2006.
Diana Series Special Centrifuges
1. The Scope
This standard specifies the classification, requirements, testing methods, indicating labels, operating instructions, packing, shipment and storage of Diana Series Special Centrifuges that are manufactured by DIAGNOSTIC GRIFOLS. S. A. of Spain.
This standard is applicable to the Diana Series Special Centrifuges: Dianafuge (hereinafter referred to as “centrifuge”). This centrifuge is mainly used to centrifuge gel cards and microplates by blood laboratories and medical organizations for in vitro diagnosis in the field of clinical laboratory medicine.
2. Normative References
The following normative documents contain provisions which, through reference in this text, constitute provisions of this standard. For a dated reference, all the subsequent amendments thereto (not inclusive of corrigenda), or revisions thereof should not apply to this standard. Parties agreeing upon this standard are encouraged to investigate the possibility of applying the most recent edition of the references indicated below. For undated references, their latest edition should apply to this standard.
GB/T 191-2000 Pictorial marking for packaging and handling of goods
GB 4793.1-1995 “Safety Requirements for Electrical Equipment for Measurement, Control and Laboratory Use: Part 1: General Requirements”
3 Classifications
3.1 Classification:
a) Electrical Leakage Protection Class: Class I;
b) Over-voltage Category: II;
c) Pollution Class: Class 2.
3.2 Models and Basic Parameters (Refer to Table 1)
Table 1. Models and Basic Parameters
Code Model Max. Capacity Speed of Centrifugation Time of Centrifugation
213735
213736 Dianafuge (220Vac)
Dianafuge (110Vac) 24 Pieces of Diana Gel Cards
2 Pieces of Microplates 1500rpm
1040rpm 9min
30seg
210361
210362 Dianafuge (220Vac)
Dianafuge (110Vac) 24 Pieces of DG Gel Cards
2 Pieces of Microplates 1100rpm
1040rpm 9min
30seg
213746 Dianafuge (220Vac) 24 Pieces of 6-micropore Gel Cards
2 Pieces of Microplates 845rpm
1200rpm 10min
1min
3.2.1 Dimensions: W/L/H=29.0cm/38.0cm/48.0cm
3.2.2 Weight: 14.5kg
3.2.3 Power: 135W
4 Requirements
4.1 Operating Conditions:
a) Ambient Temperature: 15-28 °C;
b) Relative Humidity: 30%~80%;
c) Requirement of Power Supply: 110V~120V±10%; 220V-240V±10%, 50~60Hz.
4.2 Appearance
a) The surface of the centrifuge should be neat without any defects such as bubbles, cracks, deformations or roughness.
b) The words and signs on the centrifuge should be clear and firm; the operating mechanism should be flexible and reliable, and the fasteners should be tight.
4.3 Performance Requirements
4.3.1 Rotational Speed and Tolerances
a) When gel cards are used, the rotational speed should be 1500rpm with tolerances being ±10%.
b) When microplates are used, the rotational speed should be 1040rpm with tolerances being ±10%.
4.3.2 Time of Centrifugation
c) When gel cards are used, the time of centrifugation should be 9min±0.5min.
d) When microplates are used, the time of centrifugation should be 30s±5s.
4.3.3 Vibration
The vibration amplitude of the centrifuge should be no more than 0.1mm.
4.3.4 Noise
The overall noise of the centrifuge should be no more than 70dB(A).
4.3.5 Function Indication and Safeguard Interlocking
a) When the indicating light for the opening of the cover is on, it means the cover of the centrifuge can be opened;
b) When the indicating light for centrifugation is on, it means the centrifuge is in rotational operation and the cover of the centrifuge cannot be opened currently;
c) When the indicating light for unbalance is on, it means unbalance is detected during the rotation of the centrifuge (in such case the rotation will be stopped automatically);
d) Key for Opening Cover: When the indicating light for the opening of the cover is on, the cover of the centrifuge can be opened by pressing this key;
e) Stop Key: The rotation of the centrifuge can be stopped by pressing this key;
f) Speed Selection Key: Card centrifugation or plate centrifugation can be selected through this key.
4.4 Safety Requirements
Refer to Annex A (Normative Annex).
5 Test Methods
5.1 Test Conditions
a) Ambient Temperature: 15~28°C;
b) Relative Humidity: 30%~80%;
c) Power Supply Requirements: 110V~120V±10%; 220V~240V±10%, 50~60Hz.
5.2 Appearance
It should conform to the requirements specified in 4.2 when checking visually and manually.
5.3 Performance Inspection
5.3.1 Rotational Speed and Tolerances
a) Put gel cards into the centrifuge. Select the speed by turning the key to card centrifuge. Start up the centrifuge and wait until the rotational speed becomes constant; then use a stroboscope to measure the rotational speed. The speed should meet the requirements of 4.3.1 a).
b) Put microplates into the centrifuge. Select the speed by turning the key to plate centrifuge. Start up the centrifuge and wait until the rotational speed becomes constant; then use a stroboscope to measure the rotational speed. The speed should meet the requirements of 4.3.1 b).
5.3.2 Time of Centrifugation
Carry out the operations of card centrifugation and plate centrifugation respectively. Use a stopwatch to measure the operating time of each kind of operation. The operating time of each kind of operation should meet the requirements of 4.3.2.
5.3.3 Vibration
During the test as stated in 5.3.1 a), use a dial indicator to test the vibration amplitude at the geometrical centers of the left and right sides of the centrifuge. The measured vibration amplitudes should meet the requirement of 4.3.3.
5.3.4 Noise
Under the same test conditions as those described in 5.3.1, use a sound level meter to measure the overall noise of the centrifuge 1m away from the front, back, left, right and top sides of the centrifuge respectively. The measured noises should meet the requirement of 4.3.4.
5.3.5 Inspection of Function Indication and Safeguard Interlocking
Inspect the function indication and safeguard interlocking of the centrifuge in accordance with the relevant requirements. They should meet the requirements of 4.3.5.
5.4 Safety Requirements
Refer to Annex A (Normative Annex).
6 Indicating Label and Operating Instructions
6.1 The indicating label should at least include the following information:
a) Description, model and specifications of the product;
b) Name of manufacturer, registered address, place of production and contact information;
c) Certificate No. for registration of medical device;
d) Product Standard No.;
e) Production date or lot (code) No. of the product;
f) Connection requirements of power supply and input power;
g) Drawing, signs, symbols and other related information that should be marked according to the product features.
6.2 The operating instructions should at least include the following information:
a) Description, model and specifications of the product;
b) Name of manufacturer, registered address, place of production, contact information and aftersales service organization;
c) Certificate No. for registration of medical device;
d) Product Standard No.;
e) Performance, main structure and application scope of the product;
f) Contraindications, precautions and other necessary warnings or suggestions;
g) Explanations of the drawings, symbols or abbreviations, etc. shown on the label of the medical device;
h) Instructions or illustrations on installation and operation;
i) Product service and maintenance methods, and special storage conditions and methods.
7 Packing, Shipment and Storage
7.1 The packing of the centrifuge should meet the following requirements:
a) The centrifuge, accessories and documents that are supplied with the centrifuge should be wrapped in neutral plastic bags;
b) The outer packing case should be able to protect the product from natural damages. There must be rainproof linings and cushioning etc. inside the case;
c) The product operating instructions manual and the packing list must be included in the documentation that is supplied with the centrifuge.
7.2 Shipment
After the centrifuge is loaded into the packing case, it should be shipped by the means specified in the contract. Measures should be taken to protect the product against dampness, sunlight and bumps during the shipment.
7.3 Storage
After being packed, the centrifuge should be stored in a room which has a temperature range of -10°C~60°C, a maximum relative humidity of 85%, be free from corrosive gases, and has good ventilation and a clean environment.
Annex A
(Normative Annex)
Safety Requirements
A1 Labels and Documentations
A1.1 Labels
A1.1.1 General Requirements
a) The information required in 5.1.2 of GB4793.1 should at least be marked;
b) The symbols marked should conform to the provisions in Table 1 of GB 4793.1.
Test Method: Visual inspection followed by verification.
A1.1.2 Power Supply
Requirement: The power supply should conform to the provisions of 5.1.3 of GB4793.1 and the following information should be marked:
a) Type of Power Supply: AC50~60Hz;
b) Rated Voltage Range of Power Supply: 220V~240V;
c) Max. Rated Power: 135W.
Test Method: Visual inspection followed by verification.
A1.1.3 Fuse
Requirement: Any fuse that can be replaced by an operator should be marked with its rated values and features.
Test Method: Visual inspection followed by verification.
A1.1.4 Terminals and Operating Equipment
Requirement: Power supply switch should conform to the requirement of 5.1.6 f) of GB4793.1 to the effect that the intended uses and operating sequences of the terminals and operating device should be marked by words or symbols as per stipulations.
Test Method: Visual inspection followed by verification.
A1.2 Durability of Signs
Requirement: Under normal operating conditions the signs should be kept clear and distinguishable and be able to withstand the effect of detergent specified by the manufacturer.
Test Method: Carry out visual inspection, and wipe the signs in accordance with Article 5.3 of GB 4793.1, followed by verification.
A1.3 Documentations
A1.3.1 Content of documents that are supplied with the equipment
Requirement: Documents containing the following information should be supplied:
a) Technical specifications;
b) Operating instructions;
c) Name or address of manufacturer;
d) The content specified in A1.3.2 ~ A1.3.5;
Test Method: Visual inspection followed by verification.
A1.3.2 Rated Operating Conditions:
Requirement: The following information should be included in the documentation:
a) Rated values of voltage, frequency, power (or current) of power supply;
b) Descriptions of input connections;
c) Environmental conditions specified for the design of the equipment.
Test Method: Visual inspection followed by verification,
A1.3.3 Equipment Installation
Requirement: The following information should be included in the documentation:
a) Requirements for assembly, positioning and installation;
b) Explanation of protective earthing;
c) Connection to power supply;
d) Detailed maintenance requirements.
Test Method: Visual inspection followed by verification.
A1.3.4 Operation of Equipment
Requirement: The operating instructions should include the following:
a) When the equipment is in operation, the identification and use of operating and control keys.
b) Instructions on connecting the equipment with the accessories and other equipment;
c) Interpretation of symbols;
d) Cleaning instructions.
Test Method: Visual inspection followed by verification.
A1.3.5 Equipment Maintenance
Requirements:
a) The maintenance and inspection carried out by users should be indicated;
b) The components and parts that can only be inspected by the manufacturer should be indicated;
c) The rated values and features of all fuses should be indicated.
Test Method: Visual inspection followed by verification.
A2 Shockproof Requirements
Overview: Under normal conditions (Refer to Article 6.4 of GB 4793.1) and under the condition of a single failure (Refer to Article 6.5 of GB 4793.1), the equipment should be protected against electric shocks. The accessible components and parts of the equipment should not have dangerous voltage levels (Refer to Article 6.3 of GB 4793.1).
A2.1 Leakage Current of Accessible Parts
Requirement: The leakage current of any accessible part of the equipment should not exceed the values specified in Table 1.
Table 1 Permissible Values of Leakage Current
mA
Normal Conditions Condition of a Single Failure
0.5 3.5
Test Method: The test is carried out in accordance with the provisions of Annex A to GB 4793.1.
A2.2 Resistance of Protective Earthing
Requirement: The resistance between the protective conductor terminal and any accessible component or part should be no more than 0.1Ω, excluding the resistance of the power cable.
Test Method: Apply test current for 1min, and then calculate the resistances to check if they are acceptable. Adopt the larger one of the following two items as the test current:
—— DC 25A or effective value of AC under rated supply frequency;
—— Twice the rated current value of the equipment.
If the equipment has an over-current protector in each level of power supply and under the condition of a single failure, it is impossible for the conducting wire between the power supply and the over-current protector to be connected to the accessible or conductive component or part, then the current applied to measure the resistances should not exceed twice the rated current of the internal over-current protector.
A2.3 Test of Dielectric Strength
In accordance with the classification specified in Annex D to GB 4793.1, the centrifuge should fall into Category II in terms of the over-voltage category and Class 2 in terms of pollution class.
For all the components or parts where basic insulation or double insulation or reinforced insulation is required for the purpose of protection against electric shocks, check the protection by testing the dielectric strength between such components or parts. (refer to Annex D to GB 4793.1)
Requirements: Basic insulation: 1350V AC voltage test;
Double insulation or reinforced insulation: 2300V AC voltage test.
When the voltage specified in Annex D to GB 4793.1 is used to carry out the voltage test, there should be no breakdown or repeated flashover. Corona discharge effect or similar phenomena should be ignored.
Test Method: When the AC or DC voltage test is carried out, the voltage should rise gradually to the specified value in no more than 10s so as to avoid transient jump, and then maintain the voltage for 1 min.
A2.4 Humidity Pretreatment
Requirement: After the pretreatment of humidity, the test of dielectric strength should meet the requirements of A2.3.
Test Method: To verify that no danger will arise when the equipment is in damp conditions as specified in Article 1.4 of GB 4793.1, the humidity pretreatment should be carried out before the voltage test. The equipment should not operate during the pretreatment.
The pretreatment should be carried out in a humidity cabinet. The air humidity in the cabinet should be 92.5%±2.5% (Relative Humidity) and the temperature in the cabinet should be 40°C±2°C.
Before carrying out the humidity pretreatment, the temperature of the equipment should reach 40°C±2°C. Normally the temperature of the equipment is kept in this range for at least 4 hours before the pretreatment.
The air inside the cabinet should be agitated and the cabinet should be designed in such a way that the condensation droplets will not drip onto the equipment.
Keep the equipment in the cabinet for 48 hours and then remove the equipment from the cabinet. Let the equipment reinstate for 2 hours under the conditions specified in Article 4.3.1 of GB 4793.1. The cover of the equipment that is without ventilation should be opened.
A2.5 Plug and Connector
Requirement: The plug and connector used for connecting the equipment to the power supply, as well as the equipment coupling used for connecting the removable power cable to the equipment, should all conform to the relative technical criteria for plugs, sockets and connectors.
Test Method: Visual inspection followed by verification.
A2.6 Disconnecting Power Supply
Requirement: The equipment should be equipped with a device that is able to cut off the internal and external working power supplies of the equipment. The disconnecting device should disconnect all current-carrying conductors.
Test Method: Carry out inspection according to the provisions of Articles 6.12.1.1～6.12.3 of GB 4793.1.
A3 Protection against Mechanical Danger
A3.1 Stability
Requirement: When the equipment is in normal position, tilt the equipment 10°in different directions respectively, the equipment should not lose its balance.
Test Method: Carry out the test in accordance with Article 7.3 of GB 4793.1.
A3.2 Hardness Test
Requirement: The equipment should have sufficient mechanical robustness. The fixing of components and the electrical connections must be firm.
Test Methods: Fix the equipment onto a rigid supporting surface. Then apply a force of 30N to the equipment with a round bar that has a diameter of 12mm and a half-ball end. Use the round bar to apply the force on any accessible parts and parts where deformation can bring danger when the equipment is in operation.
A3.3 Drop Test
Requirement: The equipment should have sufficient mechanical robustness. The fixing of components and the electrical connections must be firm.
Test Method: Place the equipment on a smooth and hard cement or steel surface according to its normal operating position. Then let one bottom side of the equipment be the axis, tilt the other bottom side until the distance between the tilted side and the testing surface is 25mm ±2.5mm or until the highest point where the equipment is able to freely drop onto the testing surface is reached, whichever is lower.
When the equipment is tilted, the equipment should not be overturned. The test should be carried out at the four largest bottom sides respectively.
An Explanatory Note on Preparation of
Standard for Registered Products
“Diana Series Special Centrifuges: DIANAFUGE”
1. Origin and Background of Task
This standard for registered products of the centrifuge was hereby formulated in accordance with the “Standardization Law” of P. R. China and the relevant stipulations of State Drug Administration of P. R. China. under the norms of the compiling of standard for registered medical device.
2. Confirmation of Requirements
2.1 Basic Principle
This standard was established in accordance with the technical requirements for the instrument specified in the operating instructions of Diana Series Special Centrifuges and with the actual application of the relative requirements during the measurements.
2.2 Confirmation of Requirements
The technical parameters specified in this standard are derived from the instructions manual provided by the manufacturer. The safety and reliability of such parameters have been certified by ISO9001 and CE standards.
The functional parameters of this centrifuge instrument was determined on the basis of various available functions of the centrifuge when in normal operation, but only a portion of the key functions were listed in this standard.
The electrical safety requirements are the compulsory requirements for medical devices in P. R. China. This centrifuge is manufactured to meet the requirements of EN61010-1 - Safety requirements for electrical equipment. The standard is adopted in China and is equivalent to the national standard of P. R. China: GB 4793.1-1995. Thus the electrical safety requirements of this standard conform to GB 4793.1-1995.
3. References
GB/T 1.1-2000 “Directives for standardization – Part 1: Rules for the structure and preparation of standards”
GB 4793.1-1995 “Safety Requirements for Electrical Equipment for Measurement, Control and Laboratory Use: Part 1: General Requirements”
Operation Manual of Diana Series Special Centrifuges
English to Chinese: Share Transfer Agreement Detailed field: Law: Contract(s)
Source text - English SHARE TRANSFER AGREEMENT
This Agreement is made on the day of 2006
Between :
1. Party A (NRIC No. ), a Singapore Citizen, of _______________________________(hereinafter referred to as “the Transferor”) of the first part;
And
2. Party B (Passport No. ), a citizen of the peoples Republic of China of ____________________________________________________ (hereinafter referred to as “the Transferee”) of the second part.
Whereas :
1. ABC Limited (Company Registration No.: ), a company incorporated in the Republic of Singapore and having it’s registered address at ___________________________________________ (hereinafter referred to as “the Company”) has an issued and paid up capital of S$34,950,000.00 divided into 233,000,000 ordinary shares. The Company is a publicly listed on the main board of the Singapore Stock Exchange. The principal activity of the Company is that of investment holding and the principal activities of the Company’s subsidiaries are that of the manufacture, sale and distribution of flexible and rigid packaging products.
2. The Transferor is the Executive Chairman, a Director and a substantial shareholder of the Company holding as at the date of this agreement, 100,085,000 ordinary shares of the Company.
3. The Transferee is a Director and Chief Operating Officer of the Company.
4. In recognition and consideration of the Transferee’s past and continuing contribution to the Company, the Transferor is desirous of transferring, by way of a gift, to the Transferee, 6,990,000 ordinary shares held by the Transferor in the Company being the equivalent of three shareholding percentage (3%) of the issued share capital of the Company subject to the terms and conditions set out in this Agreement.
5. The Transferee is desirous of accepting the Transferor’s gift of the said 6,990,000 ordinary shares in the Company on the terms and conditions set out in this Agreement.
NOW IT IS HEREBY AGREED between the Transferor and the Transferee as follows:
1.1 Where the context so admits in this Agreement reference to any Clause or sub Clause is to a clause or sub clause in this Agreement.
1.2 This Agreement supersedes any previous agreement between the parties in relation to matters dealt with herein and represents the entire understanding between the parties in relation thereto.
1.3 The headings in this Agreement are inserted for convenience only and shall not affect the construction hereof.
1.4 Words denoting the singular number only shall include the plural and vice versa and reference to the male gender shall include reference to the female gender wheresoever the context shall admit
1.5 Definitions: In this Agreement and the Schedules, unless the subject or context otherwise requires. the following words and expressions shall have the following meanings respectively subscribed to them:
“Articles” means the Articles of Association for the time being of the Company;
“Board” means the Board of Directors for the time being of the Company;
“Director” means a Director appointed for the time being in accordance with the Articles by the shareholders of the Company;
“Shares” means the Ordinary Shares in the capital of the Company issued from time to time in accordance with the provisions of the Articles of the Company;
“Shareholding percentage” means the percentage of that class of shares legally and beneficially owned by that Shareholder at any time in the total issued shares in the capital of the Company”
Singapore dollar(s) and the sign “$” mean the lawful currency of the Republic of Singapore;
‘The Company’ means Southern Packaging Group Limited (Company Registration No. 200313312N), and where the context so admits, includes its subsidiaries or member(s) of its group;
2. To effect the said transfer of shares referred to in Clause 2 above, the Transferor shall at the material time instruct his share agent/broker to effect the transfers and shall sign all deeds, documents and instructions necessary to effect the said transfer.
3. Upon the transfer of the shares pursuant to Clause 2 of this Agreement being registered in the name of the Transferee, the Transferee shall become the legal and beneficial owner of the said share so transferred and registered in the name of the Transferee. The Transferee shall enjoy and be entitled to all rights, powers, and dividends in respect of the said shares;
4. The Transferor represents to the Transferee that :
a. the Transferor is the legal and beneficial owner of the said shares;
b. the Transferor is not restricted by any shareholders agreement, the Articles, the Companies Act, the rules and regulations of the Singapore Stock Exchange or any governmental entity or regulatory authority from transferring or disposing the said shares;
c. the said shares transferred pursuant to Clause 2 are transferred to the Transferee clear and free of encumbrances;
d. the Transferor has the title and authority to execute, deliver and perform this Agreement;
e. the execution, delivery and performance of this Agreement by the Transferor to the Transferee do not and will not, require any consent, approval, authorization or permit of, or filing with or notification to, any governmental or regulatory authority domestic or foreign except for the applicable disclosures to the Singapore Stock Exchange pursuant to the rules and regulations of the Singapore Stock Exchange and the Companies Act;
f. neither the execution and delivery of this Agreement nor the performance by the Transferor of its obligations hereunder will conflict with any agreement or commitment to which the Transferor is a party, or violate any statute or law or any judgment, decree, order, regulation or rule of any court or other Governmental Entity applicable to the Transferee;
g. there are no legal proceedings pending, or to the Transferor's knowledge, threatened, against the Transferor that questions the validity of the Transferor’s ownership of the said shares or Agreement or would prevent consummation of the contemplated transactions in Clause 2. The Transferor is not a party or subject to the provisions of any order, writ, injunction, judgment or decree of any court or government agency or instrumentality restricting or prohibiting the transfer or disposal of the said shares;
h. to the Transferor's knowledge, no consent, waiver, approval, order or authorization of, or declaration, filing or registration with, any Governmental Entity or any third party is required to be made or obtained by the Transferor in connection with the execution and delivery by the Transferor of this Agreement or the performance by the Transferor of his obligations hereunder or the consummation by the Transferor of the contemplated transactions in Clause 2; and
i. The Transferor shall make all necessary reports, disclosures and filings to the Company, the Singapore Stock Exchange and any Governmental Entity in respect of the transfer of the said shares as required under the Articles, the Companies Act, the rules and regulations of the Singapore Stock Exchange or any governmental entity or regulatory authority.
5. As part of the said gift, the Transferor shall pay and/or reimburse the Transferee all legal costs, agent’s commission (if any) and stamp duty payable in respect of this Agreement and the transfer of shares.
6. The Transferee agrees to accept and take the said shares on the terms and conditions set out hereunder :
a. The transfer of the said shares by the Transferor to the Transferee pursuant to clause 2 of this Agreement is a gift from the Transferor to the Transferee;
b. the Transferee shall upon the completion of the transfer of the said shares have good and valid title to the said shares;
c. the Transferee is not restricted by the Articles, the Companies Act, the rules and regulations of the Singapore Stock Exchange or any governmental entity or regulatory authority from accepting the gift and transfer of the said shares;
d. The Transferee shall make all necessary reports, disclosures and filings to the Company, the Singapore Stock Exchange and any Governmental Entity in respect of the transfers and his acquisition of the said shares as required under the Articles, the Companies Act, the rules and regulations of the Singapore Stock Exchange or any governmental entity or regulatory authority.
e. In the event that the Transferee disposes by way of sale, gift, transfer or pledge as security any or all of the said shares under this Agreement, the Transferee shall pay S$0.20 per share ("Compensation Price") out of the sales proceeds to the Transferor within 7 days after disposal. In the event that at the time of such disposal, the market price as at the date of disposal fails to exceed S$0.20 per share after 2 years from the execution of agreement, the Compensation Price shall be adjusted to a 20% discount from the market price upon disposal. The Compensation price shall remain a debt payable by the Transferee to the Transferor.
f. If at any time the transfer to and the acquisition and ownership of the said shares by the Transferee are found by the Court or other competent authority to be illegal or contravenes any of the Articles, the rules and regulations of the Singapore Stock Exchange, the provisions of the Companies Act or any law, and cannot be rectified, the Transferee shall immediately within 3 working days upon receipt of notice from the Transferor to do so, at his own cost transfer to the Transferor the said shares free of consideration and without any lien over the said shares or claims against the Transferor whatsoever;
g. The Transferee covenants with the Transferor at all times neither to divulge or communicate to any person or entity in any manner the existence of or the contents of this Agreement (other than with the full knowledge and prior written consent of the Transferor) and this restriction shall only cease to apply to information or knowledge which either comes into the public domain (otherwise than through the act or default of the Transferee) or is required to be divulged or communicated by a court of competent jurisdiction. The covenants stated in this clause shall survive the termination of this Agreement.
h. The Transferee is deemed to have fully read and understood the terms of this Agreement.
i. The Transferee has had an opportunity to review with his own tax and legal advisors the tax and legal consequences to the Transferee of the transfer of the said shares and of this Agreement and is hereby deemed to have obtained independent legal and tax advice, whether or not he has in fact done so. The Transferee understands that he must rely solely on his advisors and not on any statements or representations by the Transferor. The Transferee further understands that he shall be responsible for his own tax liability in Singapore or any other jurisdiction that may arise as a result of the transfer.
8. This Agreement shall bind the Transferee until such time that all of the said shares are no longer owned by the Transferee or upon the termination of this Agreement at the sole option of the Transferor, whichever event taking place the earlier. The termination of this Agreement from any cause shall not release the Transferee from any liability to the Transferor which at the time of termination has already accrued. All monies payable by the Transferee to the Transferor shall remain a debt payable by the Transferee to the Transferor.
9. Any time, date or period mentioned in this Agreement may be extended by mutual written agreement among the parties but, as regards any time, date or period originally fixed or any date or period so extended as aforesaid, time shall be of the essence.
10. The Transferee shall not purport to assign, transfer, charge or otherwise deal with all or any of its rights under this Agreement nor grant, declare, create or dispose of any right or interest in it without the prior written consent of the Transferor to the Agreement. Any purported assignment in contravention of this clause shall be void.
11. The rights of the Transferor hereto shall not be prejudiced or restricted by any indulgence or forbearance extended to the Transferee and no waiver by the Transferor in respect of any breach shall operate as a waiver in respect of any subsequent breach. The Transferee shall not be exonerated by time being given by the Transferor or by any concession or arrangement being granted to the Transferee or made between other parties or by anything that the Transferor may do or omit or neglect to do (including but without limitation the assertion or failure or delay to assert its rights or remedies or the pursuit of any right or remedy) which but for this provision might exonerate the Transferee.
12. This Agreement sets forth the full and complete agreement of the parties hereto in respect of the subject matter hereof and merges all prior discussions and correspondence between them relating thereto. No alteration or modification of this Agreement shall be valid unless first reduced in writing and signed by the parties hereto. This Agreement shall not be varied or cancelled unless such variation or cancellation shall be expressly agreed in writing by both of the Parties.
13. If any of the provisions of this Agreement are found by the Court or other competent authority to be void or unenforceable such provisions shall be deemed to have been deleted from this Agreement and the remaining provisions of this Agreement shall continue in full force and effect and all Parties shall thereupon negotiate in good faith in order to agree the terms of a mutually satisfactory provision to be substituted for the provisions so found to be void or unenforceable
14. This Agreement is binding upon and will inure to the benefit of the parties and to each of their heirs, executors, administrators, trustees, representatives, successors or assigns.
15. Any notice given under this Agreement shall either be delivered personally (or by an agent or courier) or sent by first class recorded delivery post to the address for the relevant Party stated herein or as otherwise notified by that Party to ECM Institute and the notice shall be deemed to have been served as follows:
a. If served personally (or by an agent or courier) at the time of delivery;
b. If sent by facsimile transmission, at the time of the delivery;
c. If posted at the expiration of 48 hours after the envelope containing the same was posted.
Proof that personal delivery was made or that an envelope containing such notice was properly addressed and posted using a pre paid first class recorded delivery (as appropriate) or facsimile transmission record shall be conclusive evidence that the notice was given.
16. The construction validity and performance of this Agreement shall be governed in all respects by the laws of the Republic of Singapore and the parties submit to the non exclusive jurisdiction of the Singapore Courts. The Transferee agrees that a judgment or order of the courts of the Republic of Singapore is conclusive and binding on it and may be entered or enforced against it or registered in the courts of any other jurisdiction.
IN WITNESS whereof the parties hereto have executed this agreement as a deed the day and year first above written
SIGNED by Party A )
(NRIC No. ) )
in the presence of:- )
SIGNED by Party B )
(Passport No. ) )
in the presence of:- )
c. 受让人不受章程、《公司法》、新加坡股票交易所或任何政府机构或管制当局有关接受该赠与及该股份转让的任何限制；
d. 受让人应按照章程、《公司法》、新加坡股票交易所或任何政府机构或管制当局的章程和条例要求，就该股份的转让及其所获得的情况向公司、新加坡股票交易所及任何政府机构提交所有必要的报告和文件，并进行所有必要的披露。
e. 如果受让人通过销售、赠与、转让等方式对本协议项下之任何或全部股份予以出售或作为担保予以质押，则受让人应在该出售后7日内从销售收入内每股提成0.20新元（“补偿价”）支付给转让人。如在本协议签署两年后，该股份在出售日的市场价无法超过每股0.20新元，则补偿价应按出售时的市场价折扣20％计算。补偿价应为受让人支付给转让人的一项债务。
f. 如在任何时候，该股份的转让及受让人获得并拥有该股份被法庭或其他主管当局视为非法或违反章程、新加坡股票交易所章程和条例的任何规定、《公司法》或任何法律的规定，而且是无法修正的，则受让人应在接到转让人通知后三(3)个工作日内，立即自费将该股份在不带有任何质权或对转让人的任何权利要求的前提下，无偿转让给转让人；
g. 受让人同转让人约定，任何时候都不以任何方式，向任何人或实体披露或传达本协议的存在或内容（转让人完全知道并事先出具书面同意书者除外），且该限制只对那些已成为公有财产（而不是由于受让人的行为或违约）或拥有合法管辖权之法庭所要求披露或传达的信息或知识停止适用。本条款中所列约定，应在本协议终止后继续有效。
h. 受让人被视为已充分阅读和理解本协议的各项条款。
i. 受让人已有机会同其个人税务及法律顾问检讨该股份的转让以及本协议给受让人带来的税务和法律后果，因此被视为已获得独立的法律和税务咨询，而无论他事实上是否已经这样做。受让人明白他必须只依赖于他的顾问，而不是转让人的任何声明或陈述。受让人进一步明白，他应对其本身在新加坡或任何其他管辖地因该转让可能发生的任何税务责任负责。
COOPERATION IN MEDICAL DEVICE AND RELATED SEGMENTS
BEIJING, CHINA.
2006
I. Parties to the Cooperation
(1) ABC ASSOCIATION (“ABC”), a corporation incorporated and operating under the laws of China, with its principal place of business at ___________________________________, Haidian District, Beijing, PRC.
(1) XYZ COMPANY (“XYZ”), a Chinese-foreign joint venture company incorporated and operating under the laws of the People’s Republic of China (“PRC”) and having its registered office at ______________________________, Haidian district, Beijing, PRC (the “Company”);
III. Background of Cooperation
An independent corporation registered with Ministry of Civil Affairs, ABC Association (ABC) is a social trade organization composing jointly of organizations and individuals engaged in production, operation, R&D, testing, and education and training of medical devices in Mainland, China. The administrative department in charge of it is the State-Assets Supervision and Management Committee (SASMC) under the State Council. It is administered by China Association for Industrial Economy on behalf of SASMC. In terms of business, it receives the guidance from the relevant departments such as Ministry of Civil Affairs, State Administration of Food and Drug Supervision, etc. At present, ABC Association has 17 branches and professional committees, with the number of members directly under the Association, members of branches, professional members and members of local associations coming to more than 4000.
XYZ Company (XYZ) is a Chinese-foreign joint venture enterprise set up with the joint investment of China National Medicine Group Corporation, the largest of medical group in China, and Reed exhibitions Group, the world most sizable exhibition sponsor. A largest and most professional medical exhibition company in our country, it sponsors more than dozen specialized exhibitions having a trade influence in medical and health areas every year.
On the principle of long-term cooperation for common development, the two Parties have, after friendly consultation, agreed to sign this agreed Letter of Intent for mutual observance on matters concerning the cooperation in the medical device industry and its related segments along its value chain.
III. Content of Cooperation
1. Principles of Cooperation
The Parties hereto agree to carry out a long-term substantial cooperation on the basis of basic principles of mutual understanding, mutual collaboration and common development.
2. Fields, Mode and Duration of Cooperation
2.1 The existing CMEF and ICMD projects of XYZ as well as specialized and comprehensive exhibitions in the medical device industry and its related segments along its value chain.
2.2 The duration of cooperation will be ten (10) years, starting from the date of signing a contract by XYZ and ABC eventually.
3. Content of Cooperation
Within the agreed scope and term of cooperation, the Parties hereto agree, in accordance with the above principles, carry out work as per the content below:
3.1 At request of XYZ, ABC will assist XYZ in carrying out the following work:
(a) Organize and plan a summit and conference at CMEF and ICMD.
(b) Invite major international industry associations to support and attend CMEF and ICMD and any new events which may be developed in the future.
(c) Open to XYZ free of charge all the resources such as database, membership information, trade information, magazine subscribers’ information, etc.
(d) The chairman of ABC must participate in/attend (including acting as moderator or keynote speaker) in each of CMEF events during the term of co-operation, and the organization where the chairman of ABC is from is required to participate in all the CMEF exhibitions.
3.2 During the first four years of the term of co-operation, assist XYZ in conducting suitable market research and provide the content for up to 2 topics proposed by XYZ for the CMEF and ICMD summit and conference, as well as provide other marketing support, including, but not limited to, advertising support in ABC’s trade publications, recommending and sourcing new sponsorship leads etc. In relation to research, possible topics or research areas include:
(1) In 2006, survey professional visitors to CMEF;
(2) In 2007, undertake potential show launch research on ophthalmology or radiology show;
(3) In 2008, nursing device show or other related events; and
(4) In 2009, other medical device related events.
3.3 XYZ undertakes to provide relevant facilities and convenience for ABC to carry out the above work.
4. Fees
XYZ agrees to pay fees in the following manner to ABC to assure its co-operation and support:
(1) In the first four years, XYZ agrees to pay 1,500,000RMB to ABC each year; in addition, after ABC has completed the work as set out in paragraph 3.2 hereof, XYZ agrees to pay an additional 500,000 RMB each year;
(2) From the fifth year of cooperation, XYZ agrees to pay 500,000RMB to ABC each year until the expiry of the term of co-operation.
5. Effectiveness and Exclusivity
5.1 This Letter of Intent shall come into force after being signed and sealed by the Parties hereto.
5.2 This Letter of Intent is entered into on an exclusive basis between XYZ and ABC. During the term of cooperation, ABC may not carry out cooperation with any third party in respect of the above field unless consent is obtained from XYZ in writing. ABC agrees that XYZ may carry out cooperation with other relevant associations based on the business needs, but should notify ABC in advance.
5.3 Before a formal “Cooperation Agreement” is signed by the Parties hereto, ABC must stop all the similar cooperation arrangements and other support agreements entered into with all third Parties (e.g. Canon). ABC shall assure that XYZ should be held harmless from any legal disputes arising from any previous co-operation arrangements entered into by ABC with any third party. In the event of XYZ suffering from any damage as a result of fault of ABC, ABC undertakes to fully indemnify XYZ from all losses sustained by XYZ.
6. Intellectual Property Rights
6.1 ABC agrees that all trademarks, tradenames, show names, copyrighted materials, etc. created by ABC in respect of all previous CMEF and ICMD summits and conferences relating to the field of cooperation will be licensed on a royalty-free and exclusive basis to XYZ during the term of co-operation.
6.2 All trademarks, tradenames, show names, copyrighted materials and all other proprietary assets and properties (“Rights”) created in relation to all future CMEF and ICMD summits and conferences and other exhibitions relating to the field of cooperation shall belong to XYZ unless otherwise expressly agreed upon by the Parties hereto.
7. Confidentiality
7.1 At any time after this Letter of Intent is made and becomes effective, a Party has disclosed or may disclose confidential or proprietary information or trade secrets and the confidential or proprietary information or trade secrets that may be obtained by one party concerning the other party from time to time. Either Party of cooperation shall at all times keep them in confidence (and ensure that their respective employees and agents will keep them confidential), and shall not use or disclose such confidential information except with the prior written consent of the other Party. This shall not apply to any information that is already in the public domain.
7.2 In respect of the obligations of the Parties under this clause, each of the Parties shall ensure that its own officers, employees and agents are under an obligation to adhere to Clause 7.1 after expiry of the Exclusive Period.
8. Representations and Warrants
8.1 ABC undertakes, within three (3) months after this Letter of Intent has come into effect, to terminate all of its agreements with Canon and enter into a “Contract” with XYZ for implementation of this agreement; In the event of ABC being unable to terminate the said “Contract” within the said three (3) months, the Parties will review the feasibility of cooperation between them once again.
8.2 Each Party warrants to the other Party that the making or implementation of this Letter of Intent:
(1) will not result in a breach of any agreement (including past agreements) which XYZ or ABC is a party to; and / or;
(2) will not result in any violation of the applicable laws, regulations, directives or orders of the Peoples’ Republic of China (“PRC”)
9. Applicable Law and Settlement of Disputes
9.1 The validity, interpretation and implementation of this Letter of Intent shall be governed by and construed in accordance with the Laws of PRC.
9.2 Any dispute or controversy arising from or in connection with the signing or implementation of this Contract shall be settled through friendly consultation between the Parties hereto. In the event of there being no decision or settlement to the dispute or controversy despite of consultation, it shall be submitted to China International Economic and Trade Arbitration Commission located in Beijing for arbitration according to its arbitration rules. The arbitration shall be final and binding upon the Parties.
10. The Miscellaneous
10.1 The Parties hereto agree to be bound by the provisions of this Letter of Intent, which may constitute the enforceable legal obligations. Neither Party may withdraw from the negotiation within three (3) months after the signing of this Letter of Intent. Unless unanimously agreed upon by both Parties, the content of this Letter of Intent may not be altered except that of paragraph 3.2.
10.2 Nothing in this Letter of Intent shall be construed to imply the existence of a partnership between the Parties or to make one party the representative or agent of the other party or render such party liable or bound by any act or omission of the other party.
10.3 This Letter of Intent is made in a set of four (4) copies, of which each party will hold two (2) copies. All the copies shall have the same legal effect.
(Below is the signature page without formal text.)
Execution of Agreement
This Letter of Intent is executed by the authorized representatives of the Parties hereto on the ________ day of June 2006 in Beijing.
CHINA ASSOCIATION
FOR MEDICAL DEVICE INDUSTRY (SEAL)
Signed by
Legal Representative or Person in Charge: _____________________________________
XYZ COMPANY (SEAL)
Signed by
Legal Representative or Person in Charge: _____________________________________
English to Chinese: Trademark Licence Agreement Detailed field: Law: Contract(s)
Source text - English TRADE MARK LICENCE AGREEMENT
THIS AGREEMENT is made on the [●] day of [●] 2005 between:
1. ABC Co., Ltd (Registration No. [●]), a company incorporated in the People’s Republic of China with its registered office at [●] (“Licensor”); and
2. XYZ Pte Ltd (Registration No. [●]), a company registered in Singapore with its registered office at [●] ("Licensee").
WHEREAS:
A. Licensor has filed the Malaysian Applications (as defined below), and is related to the registered proprietor of the Singapore Trade Mark (as defined below). Licensor is also able to procure an assignment and a licence of the Trade Marks (as defined below).
B. Licensee wishes to obtain a licence from Licensor in respect of the Trade Marks, and to eventually have them assigned to Licensee.
C. Licensor now wishes to grant to Licensee, and Licensee wishes to accept, a licence and subsequently an assignment in respect of the Trade Marks, on the terms and conditions set out herein.
NOW IT IS HEREBY AGREED AS FOLLOWS:
1. Definitions and Interpretation
1.1 In this Agreement, unless the context otherwise requires:
“Agreement” means this Trade Mark Licence Agreement (and any Annexes, Schedules and Appendices thereto, and any other attachments) and any amendments thereto as may be made from time to time in accordance with Clause 12;
“Assignment” means the assignment referred to in Clause 2.4;
“Disputes” means any disputes relating to the Trade Marks, including without limitation disputes relating to the validity, subsistence, enforceability or enforcement thereof;
“Fees” means the fees set out in Schedule 1;
“Fee Schedule” means the time schedule for the payment of the Fees set out in Schedule 1;
“Intellectual Property Rights” includes without limitation any patent, copyright, design right, trade mark, service mark, trade dress, trade name, goodwill, geographical indication, integrated circuit layout-design right, know-how, confidential information, trade secret, any application (whether pending, in process or issued) for any of the foregoing, and any other industrial, intellectual property or protected right similar to the foregoing (whether registered, registrable or unregistered) in any country and in any form, media, or technology now known or later developed;
“Licence” means the licence granted or to be granted to Licensee pursuant to Clause 2.1;
“Loss” includes without limitation loss, damage, costs, actions, claims, liabilities, proceedings, demands, risks, charges and/or expenses of whatsoever nature and howsoever arising, (inclusive of delays, loss of profits, cost of cover, loss of data, lost savings, loss of opportunities and inconveniences, special, incidental, punitive, exemplary or consequential damages (whether in tort, contract or otherwise)) whether direct, indirect, joint, several, actual, contingent or otherwise (including legal fees on a full indemnity basis) and includes without limitation claims made by third parties and claims for defamation, infringement of any intellectual property rights, death, bodily injury, wrongful use of computers, unauthorised or illegal access to computers (including without limitation hacking), property damage or pecuniary losses howsoever arising;
“Malaysian Applications” means collectively Trade Mark Applications Nos. 96000294 and 98004665 filed with the Malaysian Trade Mark Office, and shall be deemed to include any trade marks granted by or registered with the same pursuant thereto;
“Parties” means Licensor and Licensee collectively;
“Party” means Licensor or Licensee, as the case may be;
“Singapore Proprietor” means the registered proprietor of the Singapore Trade Mark as at the date of this Agreement, which may be Licensor;
“Singapore Trade Mark” means Trade Mark No. T95/08502Z registered on the Singapore Trade Mark Registry; and
“Trade Marks” means all statutory and common law rights (including without limitation all rights pursuant to or under the Malaysian Applications and the Singapore Trade Mark) and goodwill subsisting in or under the “雄鸡牌” (“rooster”) mark in Malaysia and Singapore, including without limitation all accrued causes of action thereunder.
1.2 In this Agreement, unless the context otherwise requires:
(a) the clause headings are for convenient reference only and have no effect in limiting or extending the language of the provisions to which they refer;
(b) the singular includes the plural and vice versa;
(c) references to days are to calendar days;
(d) references to persons include individuals, partnerships, associations and bodies corporate;
(e) references to a gender include references to any other gender as the context requires;
(f) a reference to a Clause or Schedule is a reference to a clause or schedule of this Agreement;
(g) "in writing" means any communication in any written form or means, including e-mail, facsimile transmission and traditional paper form;
(h) where a word or phrase is given a particular meaning, other parts of speech and grammatical forms of that word or phrase have corresponding meanings; and
(i) the recitals to this Agreement do not form part of the Agreement.
1.3 In the event and to the extent of an inconsistency between the terms of this Agreement and the terms of any Schedule, the terms of this Agreement shall prevail unless the terms of such Schedule specifically and expressly modify the terms of this Agreement.
2. Grant of Licences
2.1 Licensor hereby grants to Licensee, and Licensee hereby accepts, a sole, exclusive, irrevocable, freely sublicensable and fully transferable licence in respect of the Trade Marks (“Licence”).
2.2 To the extent Licensor does not have the right to grant the Licence in full as at the date of this Agreement, Licensor shall as soon as reasonably practicable procure such right, and shall forthwith provide to Licensee notarised copies of the necessary documents evidencing the same. Where at the date of this Agreement the Singapore Proprietor is not Licensor, Licensor shall also procure that the Singapore Proprietor at its own or Licensor’s cost assigns the Singapore Trade Mark to it and procures the recordal of such assignment, not later than 30 June 2006.
2.3 Licensee shall, upon the grant of the Licence and at its own cost, be solely responsible for:
(a) the continuation and prosecution of the Malaysian Applications;
(b) the renewal of the Singapore Trade Mark;
(c) any filings or other procedures or actions required in relation to the Trade Marks; and
(d) subject to Clause 3.2, the pursuit, prosecution or defence of any Disputes.
2.4 The Parties agree that upon Licensee making the final payment of the Fees to Licensor in accordance with this Agreement, Licensor shall immediately assign, and Licensee shall be entitled and authorised to (acting on behalf of Licensor) immediately procure the assignment of, all rights, interest and title to the Trade Marks with full title guarantee to Licensee. For the avoidance of doubt, the said assignment shall comply with all applicable requirements (including without limitation formalities) for such an assignment under the laws of Malaysia and Singapore. In this regard, the Parties shall, prior to the final payment of the Fees to Licensor, appoint mutually agreed solicitors in Malaysia and Singapore to effect and perfect the said assignment, who shall be authorized to do so automatically upon such final payment and whose costs and disbursements (excluding any applicable filing fees for the recordal of the assignment, which shall be paid by Licensee) shall be paid by the Parties in equal portions. Licensor agrees not to raise, and hereby irrevocably waives, any objection to such assignment or the recordal of the same in Malaysia or Singapore.
3. Licensor’s Obligations
3.1 Licensor shall, upon the execution of this Agreement, provide to Licensee:
(a) a power of attorney from Licensor to Licensee, in a form compliant with all applicable requirements (including without limitation formalities) for such power of attorney under the laws of Malaysia and supported by any affidavit, statutory declaration, notarial certificate or other sufficient evidence required by the laws of Malaysia or the standard practices of Malaysian solicitors for such power of attorney to be valid and effective, to appoint Licensee the attorney of Licensor for any and all purposes related to or necessary for the enjoyment of the Licence in Singapore and Malaysia. For the avoidance of doubt, the said power of attorney shall expressly grant to Licensee the right to prepare, sign and file all documents required to continue, prosecute, renew, assign or enforce (whether by way of civil or criminal proceedings) the Malaysian Applications or defend any action relating to the same; and
(b) a power of attorney from the Singapore Proprietor to Licensee, in a form compliant with all applicable requirements (including without limitation formalities) for such power of attorney under the laws of Singapore and supported by any affidavit, statutory declaration, notarial certificate or other sufficient evidence required by the laws of Singapore or the standard practices of Singapore solicitors for such power of attorney to be valid and effective, to appoint Licensee the attorney of the Singapore Proprietor for any and all purposes related to or necessary for the enjoyment of the Licence in Singapore and Malaysia. For the avoidance of doubt, the said power of attorney shall expressly grant to Licensee the right to prepare, sign and file all documents required to renew, assign or enforce (whether by way of civil or criminal proceedings) the Singapore Trade Mark or defend any action relating to the same.
3.2 Licensor shall, at its own cost and in a timely manner, provide to Licensee all necessary co-operation for the purposes of this Agreement and to enable Licensee to exercise its rights and fulfill its obligations under this Agreement, including without limitation in relation to:
(a) the continuation and prosecution of the Malaysian Applications after the date of this Agreement;
(b) the renewal of the Singapore Trade Mark after the date of this Agreement;
(c) the Assignment; and
(d) any Disputes, but only to the extent that Licensee reasonably requires Licensor to provide or give evidence as to the subsistence, validity and use of the Trade Marks and any other matters relating to the Trade Marks occurring before the date of this Agreement.
4. Fees
4.1 In consideration of the Licence, Licensee shall pay to Licensor the Fees in accordance with the Fee Schedule, subject to the issue of written notices by Licensor to Licensee in accordance with this Agreement. For the avoidance of doubt, the success or failure of the Malaysian Applications shall not affect Licensee’s obligation to pay the Fees under this Agreement. Licensor shall issue written official receipts to Licensee for each payment of the Fees made by Licensee.
4.2 In the event Licensee fails to pay Licensor the Fees in accordance with the Fee Schedule, Licensee shall be deemed to have forfeited all of its rights under this Agreement and all Fees paid up to then shall not be refunded, provided always that Licensor has given Licensee thirty (30) days’ written notice of such failure and Licensee has failed to make payment thereafter.
4.3 The Fees are to be paid in the lawful currency of the People’s Republic of China (that is, Renminbi), by way of telegraphic transfer or bank draft or such other modes as may be mutually agreed by the Parties from time to time, and addressed to the account of Licensor at [●].
4.4 Licensor shall send a written notice to Licensee in respect of each payment of Fees set out in Schedule 1, and shall deliver each such notice to Licensee not less than 30 days before the due date for the relevant payment. In the event this Agreement is signed less than 30 days before the due date for the first payment of Fees, Licensor shall deliver the relevant written notice to Licensee upon the signing of this Agreement.
4.5 The Fees shall be deemed to include all tax (including without limitation goods and services tax), levy, fee, duty or similar charge that may be assessed by any governmental authority in connection with this Agreement, which tax, levy, fee, duty or charge shall be borne solely by Licensor.
4.6 In the event that any payment to be made under this Agreement (including without limitation the Fees payable by Licensee to Licensor) is subject by law to any withholding tax, the payer shall make payment to the payee of the amount owing, less a deduction for such withholding tax and shall account to the relevant tax authority for the withholding tax, provided always that the payer has possession, as furnished by the payee, of declaration(s) of tax residence on the prescribed forms and certification of the relevant taxation authorities which are current and accurate in order to confirm the applicability and availability of any reduced rate of withholding tax under the provisions of any applicable double taxation convention and/or treaty. The payer will calculate the amount of withholding tax to be deducted in accordance with any appropriate double taxation convention and/or treaty between the states in which the payer and the payee respectively reside. The payee shall furnish declaration(s) of tax residence on the prescribed forms and obtain certification of the relevant taxation authorities in order that the payer may confirm the applicability and availability of any reduced rate of withholding tax under the provisions of the relevant double taxation convention and/or treaty as envisaged above. Payment of such nett sum to the payee and of the said withholding tax to the relevant tax authority shall, for the purposes of this Agreement, constitute full settlement of the relevant payment to be made under this Agreement.
4.7 Without prejudice to payment in accordance with Clause 4.6 constituting full settlement of the payment to be made under this Agreement, the payer shall use reasonable endeavours to obtain and provide to the payee evidence from the relevant local tax authority of the payment of the said withholding tax (including, where available, tax deduction certificates or equivalent thereof). Where the payer is not able to obtain such evidence (having used reasonable endeavours), the payer will provide written confirmation itself to the payee of the payment of said withholding tax.
5. Licensor Warranties
5.1 Licensor represents and warrants that:
(a) it is a company duly incorporated and validly existing under the laws of the People’s Republic of China;
(b) it has full legal capacity, right, power and authorization, and has obtained all necessary approvals, to enter into and perform its obligations under this Agreement;
(c) it has the right and power to grant all licences and rights provided in this Agreement (including without limitation the Licence);
(d) it will, upon Licensee making the final payment of the Fees to Licensor in accordance with this Agreement, have the right and power to make the Assignment;
(e) as of the date of this Agreement and except insofar as the Malaysian Applications are still pending, the Trade Marks (in particular, the Singapore Trade Mark) are valid and subsisting;
(f) as of the date of this Agreement, it has no knowledge, after making due enquiry, of:
(i) any claim that the Trade Marks, including without limitation the Singapore Trade Mark but excluding the Malaysian Applications, are invalid or unenforceable;
(ii) any claim that the Malaysian Applications will not proceed to grant or registration;
(iii) any third party rights (arising for any reason whatsoever, including without limitation any acquiescence, estoppel or non-use by Licensor or the Singapore Proprietor) which would prevent the exercise by Licensee of any rights granted under this Agreement or the enforcement of the Trade Marks; or
(iv) any reason to believe that the Trade Marks (including without limitation the Malaysian Applications (if granted or registered) and the Singapore Trade Mark) may be rectified, revoked, expunged or invalidated (as the case may be) or otherwise rendered incapable of enforcement against any third party otherwise infringing the same, whether for acquiescence, non-use or any other reason;
(g) its entry into, exercise of its rights and/or performance of its obligations under this Agreement do not and will not violate any agreement to which it is a party;
(h) it has not entered and will not enter into any other agreement or understanding that is inconsistent with the provisions of this Agreement;
(i) it will not commit or attempt to commit any act that would or is likely to reduce or otherwise adversely alter or affect or diminish the rights of Licensee hereunder or in respect of the Trade Marks;
(j) it has taken the requisite steps to ensure that it has obtained from all relevant third parties all necessary licences, permits, consents, approvals and rights necessary for this Agreement; and
(k) to the extent applicable to this Agreement, it is conducting and will conduct its business in all respects in accordance with all applicable laws, rules, regulations, directions and governmental requirements in all applicable countries and territories.
5.2 Licensor represents and warrants to Licensee that each of the above representations and warranties will be correct and complied with in all material respects so long as this Agreement remains in force as if repeated then by reference to the then existing circumstances.
5.3 For the avoidance of doubt and notwithstanding anything to the contrary in this Agreement, Licensor does not warrant that the Malaysian Applications will be successful, granted or registered.
6. Licensee Warranties
6.1 Licensee represents and warrants that:
(a) it is a company duly incorporated and validly existing under the laws of Singapore;
(b) it has full legal capacity, right, power and authorization, and has obtained all necessary approvals, to enter into and perform its obligations under this Agreement;
(c) it has the right and power to grant all licences and rights provided in this Agreement;
(d) its entry into, exercise of its rights and/or performance of its obligations under this Agreement do not and will not violate any agreement to which it is a party;
(e) it has not entered and will not enter into any other agreement or understanding that is inconsistent with the provisions of this Agreement;
(f) it will not commit or attempt to commit any act that would or is likely to reduce or otherwise adversely alter or affect or diminish the rights of Licensor hereunder;
(g) it has taken the requisite steps to ensure that it has obtained from all relevant third parties all necessary licences, permits, consents, approvals and rights necessary for this Agreement; and
(h) to the extent applicable to this Agreement, it is conducting and will conduct its business in all respects in accordance with all applicable laws, rules, regulations, directions and governmental requirements in all applicable countries and territories.
6.2 Licensee represents and warrants to Licensor that each of the above representations and warranties will be correct and complied with in all material respects so long as this Agreement remains in force as if repeated then by reference to the then existing circumstances.
7. Indemnification
7.1 Licensor agrees to indemnify and hold Licensee, its parents, subsidiaries, affiliates, shareholders, officers, employees and agents, harmless from any Loss arising out of or in connection with:
(a) any breach of this Agreement by Licensor; and
(b) any infringement by Licensee of any proprietary rights (including without limitation Intellectual Property Rights) of any person or entity, under or in connection with this Agreement or the exercise by Licensee of its rights under the Licence or pursuant to the Trade Marks as assigned to Licensee under Clause 2.4, provided that the act by Licensee giving rise to such infringement would, if done before the date of this Agreement, have infringed such rights.
7.2 Licensee agrees to indemnify and hold Licensor, its parents, subsidiaries, affiliates, shareholders, officers, employees and agents, harmless from any Loss arising out of or in connection with any breach of this Agreement by Licensee.
7.3 The rights and obligations contained in this Clause 7 shall survive the expiry or termination of this Agreement.
8. Termination
8.1 Licensee may terminate this Agreement forthwith by notice in writing if:
(a) Licensor breaches or threatens to breach this Agreement, provided that in the event of a breach capable of remedy, Licensee has notified Licensor in writing of such breach and such breach remains unrectified thirty (30) days after its receipt of such notice;
(b) Licensor makes or proposes to make any composition or arrangement with or assignment for the benefit of its creditors;
(c) Licensor has a receiver of all or any of its undertakings or assets appointed;
(d) Licensor ceases to carry on business; or
(e) any event analogous to any of the foregoing occurs with respect to Licensor.
8.2 Without limiting the generality of and in addition to the other provisions of this Agreement (including without limitation Clauses 8.1 and 8.3), Licensor hereby irrevocably grants to Licensee, and Licensee hereby accepts, an option for and to procure and/or effect the Assignment in the event that Licensee becomes entitled to terminate this Agreement pursuant to Clause 8.1, subject to Licensee paying to Licensor the remaining Fees payable under this Agreement that have not yet become payable. Licensee may exercise such option with immediate effect by giving to Licensor a written notice of such exercise, accompanied by payment for the said remaining Fees.
8.3 Without limiting the generality of and in addition to the other provisions of this Agreement (including without limitation Clauses 8.1 and 8.2), in the event any petition is presented by any person for the winding up or liquidation of Licensor or Licensor enters into any winding up or liquidation:
(a) Licensor shall immediately notify Licensee of such event;
(b) Licensee shall, within thirty (30) days of the date of Licensor’s notice, pay to Licensor the remaining Fees payable under this Agreement that have not yet become payable; and
(c) Licensor shall, upon its receipt of such remaining Fees from Licensee, procure and/or effect the Assignment with immediate effect.
8.4 For the avoidance of doubt:
(a) termination of this Agreement for any reason whatsoever shall not prejudice any accrued rights and liabilities of the Parties; and
(b) provisions of this Agreement which are either expressed to survive its termination, or contemplated from their nature or context to survive termination, will remain in full force and effect notwithstanding such termination.
9. Confidentiality
9.1 Each Party agrees to maintain in strict confidence all Confidential Information of the other Party which is disclosed to or created by the firstmentioned Party pursuant to this Agreement. Neither Party shall, without the prior written consent of the other Party:
(a) use any portion of Confidential Information disclosed pursuant to this Agreement for any purpose other than the performance of its obligations under this Agreement;
(b) disclose any portion of such Confidential Information to any person or entity other than the officers, employees, agents or contractors of such Party who reasonably need to have access to the Confidential Information for the performance of its obligations under this Agreement; or
(c) advertise or publish any information related to this Agreement, including the existence thereof.
9.2 In the event that a Party discloses Confidential Information pursuant to this Clause 9, that Party shall procure that the recipient of the Confidential Information is bound by confidentiality obligations that are at least as strict as those set out in this Agreement.
9.3 The obligations of a recipient Party with respect to Confidential Information shall remain in effect and shall survive the expiry or termination of this Agreement, except to the extent that:
(a) such Confidential Information becomes generally available to the public other than as a result of unauthorised disclosure by the recipient Party or persons to whom such recipient Party has made the information available, and for the avoidance of doubt, Confidential Information shall not be deemed to be generally available to the public merely because any part of the said Confidential Information is embodied in general disclosures or because individual features, components, or combinations thereof are now or become known to the public;
(b) such Confidential Information has been released by the disclosing Party to another person or entity without restriction;
(c) the recipient Party can demonstrate that such Confidential Information was received by it on a non-confidential basis, prior to receipt from the disclosing Party, from a third party lawfully possessing and lawfully entitled to disclose such information; or
(d) such Confidential Information is required to be released by law, pursuant to a court order or an administrative proceeding, or by another appropriate regulatory body, provided that the recipient Party notifies the disclosing Party in writing as soon as reasonably possible.
9.4 Nothing in this Agreement shall grant, or be deemed, interpreted or construed to grant, to a recipient Party any licence, right, interest or title in respect of any Confidential Information disclosed to it under this Agreement.
10. Notice
10.1 All notices, demands, requests or communications given pursuant to or in connection with this Agreement shall be given via facsimile (provided it is followed by a confirmation letter by registered mail) or express mail (or similar courier service). Notices, demands, requests or communications shall be effective on the date received at the applicable facsimile number or location described below or at such time as delivery is refused by the addressee upon presentation:
If to Licensor: [●]
Attention: [●]
Fax: [●]
If to Licensee: [●]
Attention: [●]
Fax: [●]
10.2 Each Party may designate by reasonable prior written notice a new facsimile number or address to which any notice, demand, request or communication may thereafter be so given.
10.3 Notices, demands, requests or communications will be deemed received on the third business day after posting if sent by mail, and the following business day if sent by facsimile.
11. Force Majeure
Each Party shall not have any liability for any delay or default in its performance of its obligations under this Agreement caused by circumstances beyond its control including without limitation acts of God, acts of the public enemy, decrees or restraints by governmental authorities, computer or utilities failure, strikes, war, riots, insurrections, civil commotion and other causes of such nature and acts or omissions of other providers of telecommunications services. In any of the events mentioned above, that Party shall for the duration of such event be relieved of any such obligation under this Agreement as is affected by the said event, provided that:
(a) the provisions of this Agreement shall remain in force with regard to all other obligations under this Agreement which are not affected by such event; and
(b) that Party shall resume its full obligations under this Agreement upon it becoming aware or notified of the cessation of such event.
12. Variation
Any variation or addition to this Agreement will only be effective if agreed to in writing by the Parties.
13. Severability
The invalidity, illegality or unenforceability of the whole or part of any clause or term of this Agreement does not affect or impair the continuation in full force and effect of the remainder of this Agreement.
14. Third Parties
No provision of this Agreement shall be enforceable by any third party under any statute (including without limitation any statutes governing the rights under a contract of persons who are not party to that contract) or otherwise.
15. Assignment and Sub-contracting
Each Party shall not without the prior consent in writing of the other Party (not to be unreasonably delayed or withheld) assign, transfer, charge, or deal in any other manner with this Agreement or any of its rights thereunder, or purport to do any of the same, nor sub-contract any or all of its obligations under this Agreement.
16. Successors and Assigns
Subject to any provision in this Agreement to the contrary, this Agreement shall enure to the benefit of and be binding upon the Parties and their successors, trustees, permitted assigns or receivers, but shall not enure to the benefit of any other persons.
17. Legal Relationship
This Agreement creates no relationship between the Parties of joint venture partners, partners, associates, seller and buyer, principal and agent, or franchiser and franchisee. Nothing in this Agreement shall be deemed, interpreted or construed as granting to either Party any right or authority to assume or create any obligation, responsibility or liability for or on behalf of the other Party, pledge or purport to pledge the other Party’s credit or to otherwise bind the other Party in any manner whatsoever.
18. Non-Waiver
No delay or omission by either Party in exercising any of its rights or remedies under the Agreement or under any applicable law will be deemed a waiver of the exercise of such right or remedy or any other right or remedy on any other occasion.
19. Counterparts
This Agreement may be executed in counterparts by the respective Parties, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement, provided that this Agreement shall be of no force and effect until the counterparts are exchanged.
20. Language
The language of this Agreement and all related documentation and notices shall be the Chinese language, which shall be the governing language of this Agreement and all related documentation and notices notwithstanding any translation thereof in any other language. If the original text of this Agreement or any documentation or notice is in the English language, the Parties shall procure the preparation of a mutually agreed Chinese language version and the English language version shall be attached to such Chinese language. In the event and to the extent of any inconsistency between the different language versions of this Agreement or any documentation or notice, the Chinese language version shall prevail.
21. Entire Agreement
This Agreement constitutes the entire agreement made between the Parties relating to the subject matter thereof and will supersede any previous communication (whether oral or in writing) relating thereto. Subject to the foregoing, this Agreement constitutes the entire agreement made between the Parties relating to the subject matter hereof and will supersede any previous communication (whether oral or in writing) relating thereto. Each Party acknowledges and agrees that it has not relied on any representation by the other Party in entering this Agreement. All other terms and conditions, express or implied by statute or otherwise, are excluded to the fullest extent permitted by law.
22. Arbitration
Any and all disputes arising between the Parties from or in connection with this Agreement (including without limitation any dispute regarding its existence, validity or termination) which are not resolved within thirty (30) days after an authorized representative of a Party notifies the other Party in writing of the existence of said dispute shall be submitted to the China International Economic and Trade Arbitration Commission for arbitration which shall be conducted in accordance with the Rules of Arbitration of the International Chamber of Commerce in effect at the time of the submission for arbitration, which rules are deemed to be incorporated into this Agreement by reference. The place of the arbitration shall be Shanghai. The language of the arbitration shall be English. There shall be three (3) arbitrators, none of whom shall be citizens or residents of the People’s Republic of China.
23. Governing Law
The Parties acknowledge and agree that this Agreement shall be in all respects subject to, governed by and construed in accordance with the laws of the People’s Republic of China.
IN WITNESS WHEREOF the Parties have hereunto set their hands the day and year first abovewritten.
English to Chinese: Trademark Licence Agreement Detailed field: Law: Contract(s)
Source text - English TRADE MARK LICENCE AGREEMENT
THIS AGREEMENT is made on the [●] day of [●] 2005 between:
1. ABC Co., Ltd (Registration No. [●]), a company incorporated in the People’s Republic of China with its registered office at [●] (“Licensor”); and
2. XYZ Pte Ltd (Registration No. [●]), a company registered in Singapore with its registered office at [●] ("Licensee").
WHEREAS:
A. Licensor has filed the Malaysian Applications (as defined below), and is related to the registered proprietor of the Singapore Trade Mark (as defined below). Licensor is also able to procure an assignment and a licence of the Trade Marks (as defined below).
B. Licensee wishes to obtain a licence from Licensor in respect of the Trade Marks, and to eventually have them assigned to Licensee.
C. Licensor now wishes to grant to Licensee, and Licensee wishes to accept, a licence and subsequently an assignment in respect of the Trade Marks, on the terms and conditions set out herein.
NOW IT IS HEREBY AGREED AS FOLLOWS:
1. Definitions and Interpretation
1.1 In this Agreement, unless the context otherwise requires:
“Agreement” means this Trade Mark Licence Agreement (and any Annexes, Schedules and Appendices thereto, and any other attachments) and any amendments thereto as may be made from time to time in accordance with Clause 12;
“Assignment” means the assignment referred to in Clause 2.4;
“Disputes” means any disputes relating to the Trade Marks, including without limitation disputes relating to the validity, subsistence, enforceability or enforcement thereof;
“Fees” means the fees set out in Schedule 1;
“Fee Schedule” means the time schedule for the payment of the Fees set out in Schedule 1;
“Intellectual Property Rights” includes without limitation any patent, copyright, design right, trade mark, service mark, trade dress, trade name, goodwill, geographical indication, integrated circuit layout-design right, know-how, confidential information, trade secret, any application (whether pending, in process or issued) for any of the foregoing, and any other industrial, intellectual property or protected right similar to the foregoing (whether registered, registrable or unregistered) in any country and in any form, media, or technology now known or later developed;
“Licence” means the licence granted or to be granted to Licensee pursuant to Clause 2.1;
“Loss” includes without limitation loss, damage, costs, actions, claims, liabilities, proceedings, demands, risks, charges and/or expenses of whatsoever nature and howsoever arising, (inclusive of delays, loss of profits, cost of cover, loss of data, lost savings, loss of opportunities and inconveniences, special, incidental, punitive, exemplary or consequential damages (whether in tort, contract or otherwise)) whether direct, indirect, joint, several, actual, contingent or otherwise (including legal fees on a full indemnity basis) and includes without limitation claims made by third parties and claims for defamation, infringement of any intellectual property rights, death, bodily injury, wrongful use of computers, unauthorised or illegal access to computers (including without limitation hacking), property damage or pecuniary losses howsoever arising;
“Malaysian Applications” means collectively Trade Mark Applications Nos. 96000294 and 98004665 filed with the Malaysian Trade Mark Office, and shall be deemed to include any trade marks granted by or registered with the same pursuant thereto;
“Parties” means Licensor and Licensee collectively;
“Party” means Licensor or Licensee, as the case may be;
“Singapore Proprietor” means the registered proprietor of the Singapore Trade Mark as at the date of this Agreement, which may be Licensor;
“Singapore Trade Mark” means Trade Mark No. T95/08502Z registered on the Singapore Trade Mark Registry; and
“Trade Marks” means all statutory and common law rights (including without limitation all rights pursuant to or under the Malaysian Applications and the Singapore Trade Mark) and goodwill subsisting in or under the “雄鸡牌” (“rooster”) mark in Malaysia and Singapore, including without limitation all accrued causes of action thereunder.
1.2 In this Agreement, unless the context otherwise requires:
(a) the clause headings are for convenient reference only and have no effect in limiting or extending the language of the provisions to which they refer;
(b) the singular includes the plural and vice versa;
(c) references to days are to calendar days;
(d) references to persons include individuals, partnerships, associations and bodies corporate;
(e) references to a gender include references to any other gender as the context requires;
(f) a reference to a Clause or Schedule is a reference to a clause or schedule of this Agreement;
(g) "in writing" means any communication in any written form or means, including e-mail, facsimile transmission and traditional paper form;
(h) where a word or phrase is given a particular meaning, other parts of speech and grammatical forms of that word or phrase have corresponding meanings; and
(i) the recitals to this Agreement do not form part of the Agreement.
1.3 In the event and to the extent of an inconsistency between the terms of this Agreement and the terms of any Schedule, the terms of this Agreement shall prevail unless the terms of such Schedule specifically and expressly modify the terms of this Agreement.
2. Grant of Licences
2.1 Licensor hereby grants to Licensee, and Licensee hereby accepts, a sole, exclusive, irrevocable, freely sublicensable and fully transferable licence in respect of the Trade Marks (“Licence”).
2.2 To the extent Licensor does not have the right to grant the Licence in full as at the date of this Agreement, Licensor shall as soon as reasonably practicable procure such right, and shall forthwith provide to Licensee notarised copies of the necessary documents evidencing the same. Where at the date of this Agreement the Singapore Proprietor is not Licensor, Licensor shall also procure that the Singapore Proprietor at its own or Licensor’s cost assigns the Singapore Trade Mark to it and procures the recordal of such assignment, not later than 30 June 2006.
2.3 Licensee shall, upon the grant of the Licence and at its own cost, be solely responsible for:
(a) the continuation and prosecution of the Malaysian Applications;
(b) the renewal of the Singapore Trade Mark;
(c) any filings or other procedures or actions required in relation to the Trade Marks; and
(d) subject to Clause 3.2, the pursuit, prosecution or defence of any Disputes.
2.4 The Parties agree that upon Licensee making the final payment of the Fees to Licensor in accordance with this Agreement, Licensor shall immediately assign, and Licensee shall be entitled and authorised to (acting on behalf of Licensor) immediately procure the assignment of, all rights, interest and title to the Trade Marks with full title guarantee to Licensee. For the avoidance of doubt, the said assignment shall comply with all applicable requirements (including without limitation formalities) for such an assignment under the laws of Malaysia and Singapore. In this regard, the Parties shall, prior to the final payment of the Fees to Licensor, appoint mutually agreed solicitors in Malaysia and Singapore to effect and perfect the said assignment, who shall be authorized to do so automatically upon such final payment and whose costs and disbursements (excluding any applicable filing fees for the recordal of the assignment, which shall be paid by Licensee) shall be paid by the Parties in equal portions. Licensor agrees not to raise, and hereby irrevocably waives, any objection to such assignment or the recordal of the same in Malaysia or Singapore.
3. Licensor’s Obligations
3.1 Licensor shall, upon the execution of this Agreement, provide to Licensee:
(a) a power of attorney from Licensor to Licensee, in a form compliant with all applicable requirements (including without limitation formalities) for such power of attorney under the laws of Malaysia and supported by any affidavit, statutory declaration, notarial certificate or other sufficient evidence required by the laws of Malaysia or the standard practices of Malaysian solicitors for such power of attorney to be valid and effective, to appoint Licensee the attorney of Licensor for any and all purposes related to or necessary for the enjoyment of the Licence in Singapore and Malaysia. For the avoidance of doubt, the said power of attorney shall expressly grant to Licensee the right to prepare, sign and file all documents required to continue, prosecute, renew, assign or enforce (whether by way of civil or criminal proceedings) the Malaysian Applications or defend any action relating to the same; and
(b) a power of attorney from the Singapore Proprietor to Licensee, in a form compliant with all applicable requirements (including without limitation formalities) for such power of attorney under the laws of Singapore and supported by any affidavit, statutory declaration, notarial certificate or other sufficient evidence required by the laws of Singapore or the standard practices of Singapore solicitors for such power of attorney to be valid and effective, to appoint Licensee the attorney of the Singapore Proprietor for any and all purposes related to or necessary for the enjoyment of the Licence in Singapore and Malaysia. For the avoidance of doubt, the said power of attorney shall expressly grant to Licensee the right to prepare, sign and file all documents required to renew, assign or enforce (whether by way of civil or criminal proceedings) the Singapore Trade Mark or defend any action relating to the same.
3.2 Licensor shall, at its own cost and in a timely manner, provide to Licensee all necessary co-operation for the purposes of this Agreement and to enable Licensee to exercise its rights and fulfill its obligations under this Agreement, including without limitation in relation to:
(a) the continuation and prosecution of the Malaysian Applications after the date of this Agreement;
(b) the renewal of the Singapore Trade Mark after the date of this Agreement;
(c) the Assignment; and
(d) any Disputes, but only to the extent that Licensee reasonably requires Licensor to provide or give evidence as to the subsistence, validity and use of the Trade Marks and any other matters relating to the Trade Marks occurring before the date of this Agreement.
4. Fees
4.1 In consideration of the Licence, Licensee shall pay to Licensor the Fees in accordance with the Fee Schedule, subject to the issue of written notices by Licensor to Licensee in accordance with this Agreement. For the avoidance of doubt, the success or failure of the Malaysian Applications shall not affect Licensee’s obligation to pay the Fees under this Agreement. Licensor shall issue written official receipts to Licensee for each payment of the Fees made by Licensee.
4.2 In the event Licensee fails to pay Licensor the Fees in accordance with the Fee Schedule, Licensee shall be deemed to have forfeited all of its rights under this Agreement and all Fees paid up to then shall not be refunded, provided always that Licensor has given Licensee thirty (30) days’ written notice of such failure and Licensee has failed to make payment thereafter.
4.3 The Fees are to be paid in the lawful currency of the People’s Republic of China (that is, Renminbi), by way of telegraphic transfer or bank draft or such other modes as may be mutually agreed by the Parties from time to time, and addressed to the account of Licensor at [●].
4.4 Licensor shall send a written notice to Licensee in respect of each payment of Fees set out in Schedule 1, and shall deliver each such notice to Licensee not less than 30 days before the due date for the relevant payment. In the event this Agreement is signed less than 30 days before the due date for the first payment of Fees, Licensor shall deliver the relevant written notice to Licensee upon the signing of this Agreement.
4.5 The Fees shall be deemed to include all tax (including without limitation goods and services tax), levy, fee, duty or similar charge that may be assessed by any governmental authority in connection with this Agreement, which tax, levy, fee, duty or charge shall be borne solely by Licensor.
4.6 In the event that any payment to be made under this Agreement (including without limitation the Fees payable by Licensee to Licensor) is subject by law to any withholding tax, the payer shall make payment to the payee of the amount owing, less a deduction for such withholding tax and shall account to the relevant tax authority for the withholding tax, provided always that the payer has possession, as furnished by the payee, of declaration(s) of tax residence on the prescribed forms and certification of the relevant taxation authorities which are current and accurate in order to confirm the applicability and availability of any reduced rate of withholding tax under the provisions of any applicable double taxation convention and/or treaty. The payer will calculate the amount of withholding tax to be deducted in accordance with any appropriate double taxation convention and/or treaty between the states in which the payer and the payee respectively reside. The payee shall furnish declaration(s) of tax residence on the prescribed forms and obtain certification of the relevant taxation authorities in order that the payer may confirm the applicability and availability of any reduced rate of withholding tax under the provisions of the relevant double taxation convention and/or treaty as envisaged above. Payment of such nett sum to the payee and of the said withholding tax to the relevant tax authority shall, for the purposes of this Agreement, constitute full settlement of the relevant payment to be made under this Agreement.
4.7 Without prejudice to payment in accordance with Clause 4.6 constituting full settlement of the payment to be made under this Agreement, the payer shall use reasonable endeavours to obtain and provide to the payee evidence from the relevant local tax authority of the payment of the said withholding tax (including, where available, tax deduction certificates or equivalent thereof). Where the payer is not able to obtain such evidence (having used reasonable endeavours), the payer will provide written confirmation itself to the payee of the payment of said withholding tax.
5. Licensor Warranties
5.1 Licensor represents and warrants that:
(a) it is a company duly incorporated and validly existing under the laws of the People’s Republic of China;
(b) it has full legal capacity, right, power and authorization, and has obtained all necessary approvals, to enter into and perform its obligations under this Agreement;
(c) it has the right and power to grant all licences and rights provided in this Agreement (including without limitation the Licence);
(d) it will, upon Licensee making the final payment of the Fees to Licensor in accordance with this Agreement, have the right and power to make the Assignment;
(e) as of the date of this Agreement and except insofar as the Malaysian Applications are still pending, the Trade Marks (in particular, the Singapore Trade Mark) are valid and subsisting;
(f) as of the date of this Agreement, it has no knowledge, after making due enquiry, of:
(i) any claim that the Trade Marks, including without limitation the Singapore Trade Mark but excluding the Malaysian Applications, are invalid or unenforceable;
(ii) any claim that the Malaysian Applications will not proceed to grant or registration;
(iii) any third party rights (arising for any reason whatsoever, including without limitation any acquiescence, estoppel or non-use by Licensor or the Singapore Proprietor) which would prevent the exercise by Licensee of any rights granted under this Agreement or the enforcement of the Trade Marks; or
(iv) any reason to believe that the Trade Marks (including without limitation the Malaysian Applications (if granted or registered) and the Singapore Trade Mark) may be rectified, revoked, expunged or invalidated (as the case may be) or otherwise rendered incapable of enforcement against any third party otherwise infringing the same, whether for acquiescence, non-use or any other reason;
(g) its entry into, exercise of its rights and/or performance of its obligations under this Agreement do not and will not violate any agreement to which it is a party;
(h) it has not entered and will not enter into any other agreement or understanding that is inconsistent with the provisions of this Agreement;
(i) it will not commit or attempt to commit any act that would or is likely to reduce or otherwise adversely alter or affect or diminish the rights of Licensee hereunder or in respect of the Trade Marks;
(j) it has taken the requisite steps to ensure that it has obtained from all relevant third parties all necessary licences, permits, consents, approvals and rights necessary for this Agreement; and
(k) to the extent applicable to this Agreement, it is conducting and will conduct its business in all respects in accordance with all applicable laws, rules, regulations, directions and governmental requirements in all applicable countries and territories.
5.2 Licensor represents and warrants to Licensee that each of the above representations and warranties will be correct and complied with in all material respects so long as this Agreement remains in force as if repeated then by reference to the then existing circumstances.
5.3 For the avoidance of doubt and notwithstanding anything to the contrary in this Agreement, Licensor does not warrant that the Malaysian Applications will be successful, granted or registered.
6. Licensee Warranties
6.1 Licensee represents and warrants that:
(a) it is a company duly incorporated and validly existing under the laws of Singapore;
(b) it has full legal capacity, right, power and authorization, and has obtained all necessary approvals, to enter into and perform its obligations under this Agreement;
(c) it has the right and power to grant all licences and rights provided in this Agreement;
(d) its entry into, exercise of its rights and/or performance of its obligations under this Agreement do not and will not violate any agreement to which it is a party;
(e) it has not entered and will not enter into any other agreement or understanding that is inconsistent with the provisions of this Agreement;
(f) it will not commit or attempt to commit any act that would or is likely to reduce or otherwise adversely alter or affect or diminish the rights of Licensor hereunder;
(g) it has taken the requisite steps to ensure that it has obtained from all relevant third parties all necessary licences, permits, consents, approvals and rights necessary for this Agreement; and
(h) to the extent applicable to this Agreement, it is conducting and will conduct its business in all respects in accordance with all applicable laws, rules, regulations, directions and governmental requirements in all applicable countries and territories.
6.2 Licensee represents and warrants to Licensor that each of the above representations and warranties will be correct and complied with in all material respects so long as this Agreement remains in force as if repeated then by reference to the then existing circumstances.
7. Indemnification
7.1 Licensor agrees to indemnify and hold Licensee, its parents, subsidiaries, affiliates, shareholders, officers, employees and agents, harmless from any Loss arising out of or in connection with:
(a) any breach of this Agreement by Licensor; and
(b) any infringement by Licensee of any proprietary rights (including without limitation Intellectual Property Rights) of any person or entity, under or in connection with this Agreement or the exercise by Licensee of its rights under the Licence or pursuant to the Trade Marks as assigned to Licensee under Clause 2.4, provided that the act by Licensee giving rise to such infringement would, if done before the date of this Agreement, have infringed such rights.
7.2 Licensee agrees to indemnify and hold Licensor, its parents, subsidiaries, affiliates, shareholders, officers, employees and agents, harmless from any Loss arising out of or in connection with any breach of this Agreement by Licensee.
7.3 The rights and obligations contained in this Clause 7 shall survive the expiry or termination of this Agreement.
8. Termination
8.1 Licensee may terminate this Agreement forthwith by notice in writing if:
(a) Licensor breaches or threatens to breach this Agreement, provided that in the event of a breach capable of remedy, Licensee has notified Licensor in writing of such breach and such breach remains unrectified thirty (30) days after its receipt of such notice;
(b) Licensor makes or proposes to make any composition or arrangement with or assignment for the benefit of its creditors;
(c) Licensor has a receiver of all or any of its undertakings or assets appointed;
(d) Licensor ceases to carry on business; or
(e) any event analogous to any of the foregoing occurs with respect to Licensor.
8.2 Without limiting the generality of and in addition to the other provisions of this Agreement (including without limitation Clauses 8.1 and 8.3), Licensor hereby irrevocably grants to Licensee, and Licensee hereby accepts, an option for and to procure and/or effect the Assignment in the event that Licensee becomes entitled to terminate this Agreement pursuant to Clause 8.1, subject to Licensee paying to Licensor the remaining Fees payable under this Agreement that have not yet become payable. Licensee may exercise such option with immediate effect by giving to Licensor a written notice of such exercise, accompanied by payment for the said remaining Fees.
8.3 Without limiting the generality of and in addition to the other provisions of this Agreement (including without limitation Clauses 8.1 and 8.2), in the event any petition is presented by any person for the winding up or liquidation of Licensor or Licensor enters into any winding up or liquidation:
(a) Licensor shall immediately notify Licensee of such event;
(b) Licensee shall, within thirty (30) days of the date of Licensor’s notice, pay to Licensor the remaining Fees payable under this Agreement that have not yet become payable; and
(c) Licensor shall, upon its receipt of such remaining Fees from Licensee, procure and/or effect the Assignment with immediate effect.
8.4 For the avoidance of doubt:
(a) termination of this Agreement for any reason whatsoever shall not prejudice any accrued rights and liabilities of the Parties; and
(b) provisions of this Agreement which are either expressed to survive its termination, or contemplated from their nature or context to survive termination, will remain in full force and effect notwithstanding such termination.
9. Confidentiality
9.1 Each Party agrees to maintain in strict confidence all Confidential Information of the other Party which is disclosed to or created by the firstmentioned Party pursuant to this Agreement. Neither Party shall, without the prior written consent of the other Party:
(a) use any portion of Confidential Information disclosed pursuant to this Agreement for any purpose other than the performance of its obligations under this Agreement;
(b) disclose any portion of such Confidential Information to any person or entity other than the officers, employees, agents or contractors of such Party who reasonably need to have access to the Confidential Information for the performance of its obligations under this Agreement; or
(c) advertise or publish any information related to this Agreement, including the existence thereof.
9.2 In the event that a Party discloses Confidential Information pursuant to this Clause 9, that Party shall procure that the recipient of the Confidential Information is bound by confidentiality obligations that are at least as strict as those set out in this Agreement.
9.3 The obligations of a recipient Party with respect to Confidential Information shall remain in effect and shall survive the expiry or termination of this Agreement, except to the extent that:
(a) such Confidential Information becomes generally available to the public other than as a result of unauthorised disclosure by the recipient Party or persons to whom such recipient Party has made the information available, and for the avoidance of doubt, Confidential Information shall not be deemed to be generally available to the public merely because any part of the said Confidential Information is embodied in general disclosures or because individual features, components, or combinations thereof are now or become known to the public;
(b) such Confidential Information has been released by the disclosing Party to another person or entity without restriction;
(c) the recipient Party can demonstrate that such Confidential Information was received by it on a non-confidential basis, prior to receipt from the disclosing Party, from a third party lawfully possessing and lawfully entitled to disclose such information; or
(d) such Confidential Information is required to be released by law, pursuant to a court order or an administrative proceeding, or by another appropriate regulatory body, provided that the recipient Party notifies the disclosing Party in writing as soon as reasonably possible.
9.4 Nothing in this Agreement shall grant, or be deemed, interpreted or construed to grant, to a recipient Party any licence, right, interest or title in respect of any Confidential Information disclosed to it under this Agreement.
10. Notice
10.1 All notices, demands, requests or communications given pursuant to or in connection with this Agreement shall be given via facsimile (provided it is followed by a confirmation letter by registered mail) or express mail (or similar courier service). Notices, demands, requests or communications shall be effective on the date received at the applicable facsimile number or location described below or at such time as delivery is refused by the addressee upon presentation:
If to Licensor: [●]
Attention: [●]
Fax: [●]
If to Licensee: [●]
Attention: [●]
Fax: [●]
10.2 Each Party may designate by reasonable prior written notice a new facsimile number or address to which any notice, demand, request or communication may thereafter be so given.
10.3 Notices, demands, requests or communications will be deemed received on the third business day after posting if sent by mail, and the following business day if sent by facsimile.
11. Force Majeure
Each Party shall not have any liability for any delay or default in its performance of its obligations under this Agreement caused by circumstances beyond its control including without limitation acts of God, acts of the public enemy, decrees or restraints by governmental authorities, computer or utilities failure, strikes, war, riots, insurrections, civil commotion and other causes of such nature and acts or omissions of other providers of telecommunications services. In any of the events mentioned above, that Party shall for the duration of such event be relieved of any such obligation under this Agreement as is affected by the said event, provided that:
(a) the provisions of this Agreement shall remain in force with regard to all other obligations under this Agreement which are not affected by such event; and
(b) that Party shall resume its full obligations under this Agreement upon it becoming aware or notified of the cessation of such event.
12. Variation
Any variation or addition to this Agreement will only be effective if agreed to in writing by the Parties.
13. Severability
The invalidity, illegality or unenforceability of the whole or part of any clause or term of this Agreement does not affect or impair the continuation in full force and effect of the remainder of this Agreement.
14. Third Parties
No provision of this Agreement shall be enforceable by any third party under any statute (including without limitation any statutes governing the rights under a contract of persons who are not party to that contract) or otherwise.
15. Assignment and Sub-contracting
Each Party shall not without the prior consent in writing of the other Party (not to be unreasonably delayed or withheld) assign, transfer, charge, or deal in any other manner with this Agreement or any of its rights thereunder, or purport to do any of the same, nor sub-contract any or all of its obligations under this Agreement.
16. Successors and Assigns
Subject to any provision in this Agreement to the contrary, this Agreement shall enure to the benefit of and be binding upon the Parties and their successors, trustees, permitted assigns or receivers, but shall not enure to the benefit of any other persons.
17. Legal Relationship
This Agreement creates no relationship between the Parties of joint venture partners, partners, associates, seller and buyer, principal and agent, or franchiser and franchisee. Nothing in this Agreement shall be deemed, interpreted or construed as granting to either Party any right or authority to assume or create any obligation, responsibility or liability for or on behalf of the other Party, pledge or purport to pledge the other Party’s credit or to otherwise bind the other Party in any manner whatsoever.
18. Non-Waiver
No delay or omission by either Party in exercising any of its rights or remedies under the Agreement or under any applicable law will be deemed a waiver of the exercise of such right or remedy or any other right or remedy on any other occasion.
19. Counterparts
This Agreement may be executed in counterparts by the respective Parties, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement, provided that this Agreement shall be of no force and effect until the counterparts are exchanged.
20. Language
The language of this Agreement and all related documentation and notices shall be the Chinese language, which shall be the governing language of this Agreement and all related documentation and notices notwithstanding any translation thereof in any other language. If the original text of this Agreement or any documentation or notice is in the English language, the Parties shall procure the preparation of a mutually agreed Chinese language version and the English language version shall be attached to such Chinese language. In the event and to the extent of any inconsistency between the different language versions of this Agreement or any documentation or notice, the Chinese language version shall prevail.
21. Entire Agreement
This Agreement constitutes the entire agreement made between the Parties relating to the subject matter thereof and will supersede any previous communication (whether oral or in writing) relating thereto. Subject to the foregoing, this Agreement constitutes the entire agreement made between the Parties relating to the subject matter hereof and will supersede any previous communication (whether oral or in writing) relating thereto. Each Party acknowledges and agrees that it has not relied on any representation by the other Party in entering this Agreement. All other terms and conditions, express or implied by statute or otherwise, are excluded to the fullest extent permitted by law.
22. Arbitration
Any and all disputes arising between the Parties from or in connection with this Agreement (including without limitation any dispute regarding its existence, validity or termination) which are not resolved within thirty (30) days after an authorized representative of a Party notifies the other Party in writing of the existence of said dispute shall be submitted to the China International Economic and Trade Arbitration Commission for arbitration which shall be conducted in accordance with the Rules of Arbitration of the International Chamber of Commerce in effect at the time of the submission for arbitration, which rules are deemed to be incorporated into this Agreement by reference. The place of the arbitration shall be Shanghai. The language of the arbitration shall be English. There shall be three (3) arbitrators, none of whom shall be citizens or residents of the People’s Republic of China.
23. Governing Law
The Parties acknowledge and agree that this Agreement shall be in all respects subject to, governed by and construed in accordance with the laws of the People’s Republic of China.
IN WITNESS WHEREOF the Parties have hereunto set their hands the day and year first abovewritten.
Translation - English Chapter I Purpose and Bases of Safety Pre-assessment
1.1 Purpose of Safety Pre-assessment
The labour safety and health pre-assessment of this construction project primarily aims to implement and materialize the national Safety production guideline of “Safety Comes First, While Top Priority is Given to Prevention”, especifically to execute the requirements set forth in Production Safety Law of the People’s Republic of China, Regulations on the Safety Administration of Dangerous Chemicals (Decree No.344 of the State Council), Decision of the State Council on Further Strengthening the Safety Production (Decree No.3 of the former Ministry of Labour of the People’s Republic of China) (resolved on 13 January 2004), Regulations on Licenses for Safety Production (Decree No.397 of the State Council, to take effect as of 13 January 2004), Circular concerning Further Strengthening Labour Safety and Health Pre-assessment of Construction Projects (Works) (AJGBZ No.39 Document of the State Administration of Safety Production Supervision in 2001), Regulations of Jiangsu Province on Supervision and Management of Safety Production (Decree No.181 of Jiangsu People’s Government), Circular of the General Office of People’s Government of Jiangsu Province regarding the Redistribution of the Opinions of the Province's Trade and Economic Commission and Planning Commission on Further Enhancing Labour Safety and Health Pre-assessment and “Three Concurrent” Work for Construction Projects (Works) (Document of the General Office of People’s Government of Jiangsu Provoince, SZBF [2001] No.155), Measures of Jiangsu Province on Supervision and Management of Labour Safety and Health Pre-assessment and “Three Concurrent” Work of Construction Projects (Trial Implementation) (Document of Jiangsu Provincial Administration of Safety Production Supervision, SAJ [2002] No.51) in conducting the safety pre-assessment on ABC Coatings and Fine Chemicals Co., Ltd. Project..
Secondly, based on the relevant data on this construction project provided by ABC Coatings and Fine Chemicals Co., Ltd., this safety pre-assessment aims to employ safety system engineering approach and utilizes a variety of domestic and overseas scientific assessment methods to analyze and assess the potential risks, harmful factors and their hazardous grades of each unit, device, equipment, process link and materials in both storage and transportation of this construction project, and also assess the type, possibility and degrees of the hazard and harmful factors existing in the system and come up with preventive measures in order to seek the lowest accident rate, the smallest occupational injury, the least accident loss and the optimized safety and health investment benefits.
Thirdly, the purpose of this pre-assessment is, by raising viable and reasonable measures on labour safety and health technology, education and management against the shortcomings of ABC Coatings and Fine Chemicals Co., Ltd. in safety production management and safe technical measures, to offer reference opinions for the remedial and corrective measures to be adopted by the company in terms of safety, and ultimately to improve the safety of this construction project and the labour safety and health management level of the project undertaking organization.
Fourthly, the pre-assessment targets to provide scientific basis for the safety related supervision and surveillance work to be conducted by the relevant Safety production administrative authority on the preliminary design examination of this construction project, acceptance upon its completion and the Safety production after it is put into operation, and to provide basis for the risk management carried out by banks and insurance companies.
1.2 Bases of Safety Pre-assessment
This safety pre-assessment is carried out in line with relevant laws, regulations, technical documents, technical codes and standards.
1.2.1 Main laws, regulations, codes and standards
(1) Production Safety Law of the People’s Republic of China, (effective as of 1 November 2002);
(2) Law of the People’s Republic of China on the Prevention and Treatment of Occupational Diseases, (effective as of 1 May 2002);
(3) Cleaner Production Promotion Law of the People's Republic of China, (effective as of 1 January 2003);
(4) Convention on Safe Use of Chemicals at Working Place;
(No.170 international convention, adopted at the 10th meeting of the Standing Committee of the Eighth National People’s Congress on 22 October 1994);
(5) Regulations on the Safety Administration of Dangerous Chemicals;
(promulgated by Decree No.344 of the State Council on 4 February 2002);
(6) Regulations on Labour Protection in Workplaces Where Toxic Articles Are Used;
(promulgated by Decree No.352 of the State Council on 19 May 2002);
(7) Rules on Surveillance of Labour Safety and Health of Construction Projects (Works);
(Decree No.3 of the former Ministry of Labour of the People’s Republic of China);
(8) Measures for Administration of Pre-assessment of Labour Safety and Health of Construction Projects (Works);
(Decree No.10 of the former Ministry of Labour of the People’s Republic of China);
(9) Measures for Administration of Registration of Dangerous Chemicals;
(Decree No.35 of the National Economic and Trade Commission, effective as of 5 November 2002);
(10) Measures for Administration of Operating License of Dangerous Chemicals;
(Decree No.36 of the National Economic and Trade Commission, effective as of 15 November 2002);
(11) Measures for Administration of Productions of Packing Materials and Containers of Dangerous Chemicals at Designated Places
(Decree No.37 of the National Economic and Trade Commission, effective as of 15 November 2002);
(12) Measures for Administration of Categorization of Harms of Occupational Disease relating to Construction Projects
(Decree No.22 of Ministry of Health of the People’s Republic of China, effective as of 1 May 2002);
(13) Measures for Administration of Surveillance of Occupational Health
(Decree No.23 of Ministry of Health of the People’s Republic of China, effective as of 1 May 2002);
(14) Circular concerning the Further Enhancing of Labour Safety and Health Work involving Construction Projects
(AJGBZ [2001] No.39);
(15) Decisions of the State Council on Further Strengthening Safety Production
(effective as of 13 January 2004);
(16) Regulations on Licenses for Safety Production
(promulgated by Decree No.397 of the State Council on 13 January, 2004);
(17) Regulations of Jiangsu Province on Labour Protection (promulgated on 23 October 1994);
(18) Regulations of Jiangsu Province on Supervision and Management of Safety Production
(Decree No.181 of Jiangsu People’s Government, promulgated on 14 August 2001);
(19) Circular of the General Office of People’s Government of Jiangsu Province regarding the Redistribution of the Opinions of the Province's Trade and Economic Commission and Planning Commission on Further Enhancing Labour Safety and Health Pre-assessment and “Three Concurrent” Work for Construction Projects (Works)
(SZBF [2001] No.155);
(20) Measures of Jiangsu Province on Supervision and Management of Labour Safety and Health Pre-assessment and “Three Concurrent” Work of Construction Projects (Trial Implementation) (SAJ [2002] No.51);
(21) Regulations on Safety Supervision over Special Equipment
(promulgated by Decree No.373 of the State Council on 1 June 2003);
(22) Rules on Surveillance of Safety Techniques of Steam Boilers (LBF [1996] No.276);
(23) Rules on Surveillance of Safety of Gas Bottles (ZJJJGF [2000] No.250);
(24) Regulations on Administration of Fire Fighting Safety for Organs, Corporations, Enterprises and Institutions
(promulgated by the Ministry of Public Security in May 2003);
(25) Rules for Emergent Response to Sudden Public Health Events (promulgated by the State Council in May 2003);
(26) Regulations on Administration of Safety of Motorized Vehicles inside the Plant (promulgated by the Ministry of Labour in April 1995);
(27) Guidelines on Safety Pre-assessment (effective as of 1 June 2003);
(28) General Provisions on Safety and Health Requirements in Production Process (GB12801-1991);
(29) Health Standards in Design of Industrial Enterprises (GBZ1-2002);
(30) General Rules on Safety and Health Design of Production Equipment (GB5083-1999);
(31) Classifications of Fire (GB4968-1985);
(32) Code for Fire Prevention in Design of Buildings (GBJ16-1987, revision of 2001);
(33) Code for Design of Electrical Installations in Environment of Explosives and Fire Hazards (GB50058-1992);
(34) Code for Design of Protection of Structures Against Lightning (GB50057-1994, revision of 2000);
(35) Code for Design of Noise Control of Industrial Enterprises (GBJ87-1985);
(36) Classifications of Operations Exposed to Noise (LD80-1995);
(37) Classifications of Operations Exposed to Toxic Substances (GB12331-1990);
(38) Classifications of Health Hazard Levels for Occupational Exposure to Toxic Substances (GB5044-1985);
(39) Classifications of Dgrees for Chemical Medium Poisonings Hazard and Explosive Hazard in Pressure Containers
(HG/T20660-2000);
(40) Code for Fire Prevention in Design of Petrochemical Enterprises
(GB50160-1992，revision of 1999);
(41) Code for Assessment of Harms of Occupational Diseases in Construction Projects (WFJF [2002] No.63);
(42) Identification of Significant Dangerous Sources,
(43) Occupational Exposure Limits for Hazardous Agents in the Workplace (GBZ2-2002);
(44) Classifications and Labels of Commonly Used Dangerous Chemical Substances (GB13690-1992);
(45) Specification of Hazardous Goods (GB12268-1990);
(46) Descriptions of Extremely Toxic Items (GA58-1993);
(47) Classifications of Health Hazard Levels for Productive Dusts (GB5044-1985);
(48) Classifications and Numbering of Hazardous Goods (GB6944-1986);
(49) Regulations on Occupational Safety and Health Design for Plastic Product Processing Enterprises (GB1532-1992);
(50) General Rules on Storage of Commenly Used Dangerous Chemicals (GB15603-1995);
(51) Measures for Administration of Safety Technical Training and Appraisal of Special Operators
(Decree No.13 of the National Economic and Trade Commission in 1999);
(52) Catalogue of Extremely Toxic Chemicals
(Announcement No.1 in 2003 by eight ministries and commissions including State Administration of Work Safety and the Ministry of Public Security, version of 2002);
(53) Standard of Jiangsu Province for Allocation of Labour Protection Gears (SAJ [2001] No.37, etc.
1.2.2 Relevant documents as Bases
(1) A Written Reply on Approval of Incorporation of the Foreign-invested Enterprise named ABC Coatings and Fine Chemicals Co., Ltd. (SGXJX No.521 in 2004);
(2) A Written Reply on Approval of the Plan for Phase One Project of Constructing ABC Coatings and Fine Chemicals Co., Ltd. (SGXJX No.390 in 2004);
(3) Feasibility Study Report on ABC Coatings and Fine Chemicals Co., Ltd., made in February 2004;
(4) Safety Pre-assessment Contract on ABC Coatings and Fine Chemicals Co., Ltd. entered into by and between ABC Coatings and Fine Chemicals Co., Ltd. and Nanjing LuDa Environmental Safety Sci-Tech Service Co., Ltd.
1.3 Contents and Scope of Safety Pre-assessment
1.3.1 Contents of safety pre-assessment
This labour safety and health pre-assessment mainly covers the following aspects:
(1) To analyze and assess the types and degrees of hazards and harmful factors in the construction project;
(2) To conduct qualitative and quantitative assessment on the process units with high degree of hazard and harm, and the key storage and transport of hazardous materials in the construction project;
(3) To conduct a predictive analysis of major accidents that are likely to happen in the production process of the construction project and their consequences;
(4) To analyze, expound and verify the construction project in terms of occupational safety and health issues;
(5) To come up with measures targeted at the labour safety and health issues in the construction project;
(6) To draw a pre-assessment conclusion on the labour safety and health of the construction project.
1.3.2 Scope of safety pre-assessment
According to Decree No.3 of the former Ministry of Labour and the contract entered into between Nanjing LuDa Environmental Safety Sci-Tech Service Co. Ltd. and ABC Coatings and Fine Chemicals Co., Ltd., the scope of safety pre-assessment on ABC Coatings and Fine Chemicals Co., Ltd. covers:
(1) Production process of products
Including:
LF Leather tanning oil
C&TP Coloring and tanning products
SF Shoe polish
PE Permuthane
(2) Storage & transport process of raw materials and products supporting the construction project;
(3) The public utilities, boiler (pressure container) and power transformation and distribution facilities supporting the production.
The contents concerning the environmental protection, fire fighting and harms of occupational diseases involved in this construction project are subject to the technical documents approved or accepted by relevant government authorities on environmental impact assessment, fire fighting design and occupational health assessment.
1.4 Procedures of Safety Pre-assessment
The procedures on safety pre-assessment of the construction project are shown in Fig. 1-1.
Fig 1-1 Procedures on safety pre-assessment
Chapter II Overview of the Construction Project
This construction project is located in Huguan Industrial Park of Suzhou New and Hi-Tech Development Zone, which is located south of Yong’an Road and west of Qinghua Road. Its particular geographic location is shown in Fig.2-1 hereof.
2.1 Overview of Natural World
2.1.1 Geographic location, natural conditions and social environment of the construction project
Geographic location:
Suzhou New and Hi-Teck Development Zone was constructed by CCP Suzhou Committee and Suzhou Municipal Government in November 1990, pursuant to the spirit of A Written Reply of the State Council on “Protecting the scene of the ancient city and accelerating the construction of the New and Hi-Tech”. In November 1992, it was ratified as a state-level New and Hi-Tech industrial development zone by the State Council. In 1997, it was recognized as one of the first batch of Asia-Pacific Sci-Tech industrial parks opened to APEC members. In 1999, the zone was acknowledged as China’s first “National showcase zone for ISO 14000 environmental management system” by the State Administration for Environment Protection. In 2000, it was approved as an export base of new and hi-tech products of a national hi-tech industrial development zone by the Ministry of Foreign Trade and Economic Cooperation and the Ministry of Science and Technology. In 2001, it was given the green light for constructing China's first state-level environment-friendly New and Hi-Tech Industrial Park and its plan for establishing an export processing zone was approved by the State Council in April 2003. The zone has an area of 258 square kilometers under its jurisdiction with a total population of 258,000. Seven towns (streets) fall within the area under its jurisdiction, with Tong’an Sub-zone, Dongzhu Sub-zone, Hushuguan Sub-zone and Suzhou New and Hi-tech Export Processing Zone being set up as part of the zone.
On 16 June 2003, Suzhou Xinhu Investment Development Co. Ltd. was jointly established by Hushuguan Town People’s Government and Suzhou New and Hi-tech Zone Group Corporation to serve as a principal body for the development and construction of the zone. Establishment of Suzhou New and Hi-Tech Huguan Industrial Park was officially approved. Starting from the guideline of “Expanding Northwards and Advancing Westwards”, Huguan Industrial Park should be constructed as a high grade one. As of 25 November 2003, there had been three projects involving foreign investments for which agreements had been concluded, namely, Far East Grinding Wheel, New Star Hardware and Shenlong Appliances. Their total investment is 14 million USD and registered capital, 7.80 million USD. Additionally, some other foreign-funded projects, including Kubo Tyre, Darunfa Logistics, Yinggang Logsitics, Japan Yitong Logistics, Netherlands Coatings, Weixin Plastics, and Bar-code Materials have been under discussion and implementation. There are 11 domestic-funded projects for which agreements have been concluded within a total investment of 580 million Renminbi.
Huguan Industrial Park of Suzhou New and Hi-Tech Development Zone is located in the north of Suzhou New and Hi-tech Industrial Development Zone, covering a total planned area of 15 square kilometers with an area of 10 square kilometers planned for the initial phase. Pillar industries consist of electronics, information, biomedicine, precision instrument, machinery manufacturing, fine chemicals, etc. The construction site of this project site is situated on the east side of Huguan Industrial Park. This construction project will be dedicated to the fine chemicals industry. Therefore, it is compatible with the development plan of Huguan Industrial Park.
This project site enjoys good transport facilities. Land transport mainly uses #312 State Road adjacent to the north of the New and Hi-tech Zone. In addition, there are also Shanghai-Nanjing Railway and Shanghai-Nanjing Expressway nearby, which extend to Shanghai eastward and to Nangjing westward. Waterway is convenient as well with the New and Hi-tech Zone being close to the Grand Canal. Vessels with larger dwt can sail on the Canal all year around, directly reaching Shanghai, Hangzhou, etc. Therefore, the geographic location of this construction project site is very advantageous.
2.1.1 Natural conditions of the construction project
(1) Geology and landforms
Suzhou New and Hi-Tech Development Zone belongs to a geological zone of bedrock hilly engineering and a geological zone of alluvial lake plain. Except the surface soil that is piled by human activity, the rest layers are all sedimentary layers of the Quaternary System. The slope is smooth, which generally shows plane layer, cross layer or interlayer in a regular pattern.
Its geology is characteristized by the even and smooth terrain, the relatively hard geology and the relatively strong ground tolerance. The loading capacity is up to 18-24 t/m2 (No piles need to be driven for a 5-storeyed building). Soil is largely clay. Historically, no earthquake, typhoon or other major natural calamities were recorded. Also, no motion source was found in the New and Hi-tech Zone and its surrounding areas. In the meantime, the soil layer in the area is stable, which is an ideal capacity bearing layer of natural foundation. In addition to general works, it can also serve as a capacity bearing layer for major works, high-rise buildings and buildings that demand special requirements for foundation deformation. Moreover, motion test indicates that all ground motions are lower than 36dB. So the geological conditions fully comply with the strict requirements of new and hi-tech industries.
According to Seismic Ground Motion Parameter Zonation Map of China (GB18306-2001), basic seismic intensity of this region is magnitude Ⅵ.
(2) Hydrological conditions
Around Suzhou New and Hi-Tech Development Zone are Grand Canal, Jinfeng Canal and Ma Canal, etc. In terms of water system, it typically falls within a water network area. The flow speed on the upstream of the river is slow. The main flow is mainy from the west to east and then from the north to south. Grand Canal, Jinfeng Canal and Ma Canal mainly function for shipping, irrigation, flood prevention and industrial water. According to the statistics of data observed by Grand Canal Suzhou Station from 1953 to 1993, the hydrological conditions are:
Average water level (Wusong elevation): 2.82m
Max. average annual water level: 3.27m (1954)
Min. average annual water level: 2.28m (1984)
Max. historical water level: 4.37m (July 28, 1954)
Min. historical water level: 1.89m (August 27, 1984)
Average value of underground water level over the years: -3.60~－3.0m.
(3) Meteorology
Suzhou New and High-tech Zone is featured by North Asian semi-tropical marine monsoon climate, where four seasons are distinct, rainfall is adequate, frost-free period is long, and monsoon change is evident. In winter, wind is mainly northerly surge, and in summer, wind is mainly southerly surge, which is very similar to that of Osaka, Japan. The weather is moderate and moist in the whole year, and frost-free period lasts 248 days or so. Statistics of years of meteorological data from Suzhou Meteorological Station indicates:
① Air temperature
Average annual temperature: 15.7°C
Max. average annual temperature: 17°C
Min. average annual temperature: 15.7°C
Max. air temperature over the years: 39.1°C
Min. air temperature over the years: -11.3°C
Average annual relative humidity: 80%
② Wind speed and direction
Average annual wind speed: 3.4m/s
Max. average annual wind speed: 4.7m/s (in 1970, 1971, and 1972)
Min. average annual wind speed: 2.0m/s (in 1952)
The wind direction occuring with maximum frequencies over the years is southeast, up to 12% on the average each year (in 1951－1980).
③ Rainfall
Average annual rainfall: 1,099.6mm
Max. annual rainfall: 1,554.7mm (in 1957)
Min. annual rainfall: 600.2mm (in 1978)
④ Number of Days of thunderstorm
Average annual number of days of thunderstorm: 33 days
Max. annual number of days of thunderstorm: 55 days
⑤ Snowfall
Average annual number of days of snowfall 7.4 days
Max. annual number of days of snowfall 9 days
Basic snow pressure value 0.2KN/m2.
⑥ Air pressure
Average annual air pressure: 101.61KPa
Max. average monthly air pressure: 102.67KPa
Min. average monthly air pressure: 100.42KPa
⑦ Sunshine
Total number of hours of sunshine in the whole year: 2,037.7h.
⑧ Frost-free days
Average annual number of
frost-free days: 248 days (in 1951~1980)
⑨ Depth of frozen soil
Depth of frozen soil: 3.27cm.
2.2 Overview of the Proposed Project
2.2.1 Composition and plan layout of this construction project
Major works of this construction project are shown in 2-1:
(1) Production buildings;
(2) Inflammable goods warehouse, hazardous raw material warehouse, cellulose nitrate warehouse;
(3) Raw material storage tank area: raw material (non-combustible items) and product warehouse (non-combustible items);
(4) Boiler room;
(5) Power transformation and distribution system;
The general plan of the plant area is shown in Fig.2-2.
Electricity consumption: 3500MHK/a
Water: To be fed by the pipeline of the development zone. Consumption: 28,500m³/a
Water discharge: Industrial sewage will be discharged after being treated to satisfy the standard for discharge.
Steam: 3,500t/a
Nitrogen: 50,000 Nm3 /a
Compressed air: 525,000 Nm3 /a
Natural gas: To be fed by the development zone.
2.2.2 Construction scale and product scheme are shown in Table 2-2.
No. Description Production capacity (t/a) Hazard goods # Working time (h/a)
1 Pigment dispersant (W) 300 — 1200
Pigment dispersant (B) 900 — 4800
2 Solvent polyurethane 1500 32199 4800
3 Solvent based polishing agent (finishing agent) 1650 32199 3800
Vinyl based polishing agent (finishing agent) 1000 32199 2340
4 Water based polishing agent (finishing agent) 450 33647 900
5 Acrylic emulsion 2250 — 4370
6 Shoe polish 445 32199 3000
Water based top spray wax 285 32199
7 Penetrant 450 — 600
8 Acrylic tanning resin: Renektan 1400 — In acrylic emulsion
9 Wax emulsion 900 — 1200
10 Surfactant: Bemenol 3000 — 3000
2.2.3 Major raw materials, products and transportation means
Product series of leather chemicals and tanning oil produced at the Suzhou plant may consist of 500 kinds of different products in future. Therefore a lot of raw materials will be needed. It’s impractical to list all the different raw materials that might be used because the scope of products to be actually made will rely on the market and our product development. However, the majore raw materials can be listed in the "Schedule of main raw materials" as follows:
Note that all the storages below are the values under full load production conditions (16,000t/a) on the fifth year of the project being put into production. Raw materials needed will be arriving at the workshop 1-4 hours prior to production, while cellulose nitrate will be arriving at most 1 hour in advance. These raw materials will all be temporarily stored in a temporary storage place outside the production workshop in order to avoid blocking in the workshop and buildup of hazardous items.
The raw materials stored in storage tanks, such as solvents, are directly pumped to the reactor, which is automatically controlled by flowmeters and valves.
Tank storage area:
Name Specification Material Quantity
Butanone tank 2200x8900, 30m3 Stainless steel 304 1 unit
Acrylonitrile tank 2200x8900, 30m3 Stainless steel 304 2 unit
Solvent storage tank 2200x8900, 30m3 Stainless steel 304 3 units
(Toluene, xylene, and acrylonitrile)
1) Solvents: They are transported into the site by tank cars and stored in underground storage tanks;
The main solvents and monomer raw materials are all shipped and delivered to the site in tank cars, and are gravitionally unloaded into underground storage tanks.
A weather proof shed is erected in the unloading area of tank cars so as to prevent the mixing of spills with rainwater.
When feeding out from the solvents and monomers storage tanks (14m3/30m3) in the tank area, pneumatic diaphragm pumps (for butanone or MEK) or magnetic pumps (for monomer raw materials) will be used. Electric pumps are covered to shield the motors from rainfall.
A respiratory valve is set up on earch storage tank to prevent the formation of vacuum or overpressure . In evacuation, back-fire relief valves will function to prevent blasting by spark.
NaOH solution is stored in a 10m3 storage tank with heating and insulation. A 6m3/h pneumatic diaphragm pump is used to deliver the solution to the acrylic resin reactor or the wax-melting tank.
Ammonia solution is stored in a 5m3 storage tank with insulation. With a 6m3/h magnetic pump, ammonia solution is delivered to the diluted ammonia tank, acrylic resin feed tank, compact resin tank and universal reactor.
Products are placed in sealed tanks and transported out of the site by automobiles.
2) Others: They are transported in drums and stored in warehouse.
Note: All the abovesaid raw materials will be transported by qualified professional shipping companies commissioned by the company.
2.2.4 Main equipment
Main production equipment for the proposed project is shown in Table 2-2.
Table 2-2 Main production equipment
Type Equipment description Specification Quantity
For production Sulphonic ester reactor 10m3, sleeve, SS304 1
Protein tank with agitator 3m3, sleeve, SS304 1
Cooling mixing tank with agitator 12m3, sleeve, SS304 1
Movable tank 1m3,SS304 10
Grinding machine DYNO ECM-45 3
Condenser 16m2, SS316 1
Pigment disperser 1.5kw 5
Methyl ketone pump 12m3/h, pneumatic diaphragm pump, SS316 3
Charge tank and agitator 3.5m3, sleeve, SS304 1
Acrylic resin pump 12m3/h, pneumatic diaphragm pump, SS316 2
Water-desalting pump 12m3/h, 0.6Mpa, SS304 2
Cooling water pump 30m3/h, 0.5Mpa, SS304 2
Process water pump 24m3/h, 0.6Mpa, SS304, frequency conversion 1
Alkali solution circulating pump 6m3/h, 0.2Mpa, CS 1
Pneumatic diaphragm pump 9m3/h, SS316/PTFE 30
Filling pump 9m3/h, gear pump, SS316 10
Liquid ammonia transfer pump 9m3/h, 0.25Mpa, magnetic driven, SS316 1
Bag filtration drum 50-100 microns 6
Filling device Imported 1
Handling height adjustment plate 3T, Pneumatic bag type 4
Public use Steam boiler 3t/h, 1.0MPa 1
Air compressor Air-cooling micro-oil lubrication, 6m3/min, 1.0Mpa 2
Vacuum pump 160m3/h 4
Water-desalting device 3T/h 1
Cooler 290KW 1
Cooling tower 450KW 1
High-pressure cleaning machine 15 Mpa(g) 2
Water-softening device 6m3/h 1
Condensor 25m2, 0.4Mpa, S316 1
Central air conditioning system Daking VRV 1
Storage & transportation Diesel oil forklift 2.5T 3
Liquid ammonia storage tank 5m3, FRP 1
Caustic soda storage tank 10m3, FRP, with electric heating 1
Butanone storage tank 1m3, SS304 3
Acrylic resin storage tank 5m3, FRP 2
Compressed air storage tank 5m3, carbon steel 1
Environmental protection Tailgas cleaning tower in tank area FRP, D=500, H=6000 1
Biochemical wastewater treatment device 200t/a 1
Dust collection system 5100m3, Dust removal efficiency: 99.99% 1
2.2.5 Organizational chart
The company is a (solely-funded) limited liabity company, for which board of directors will be established (consisting of one chairman and two directors). The company practices the general manager responsibility system under the leadership of the board of directors. It is expected that, after the proposed project is put into production, additional 124 staff members will be employed, among whom 9 people are operation and managerial personnel and 115 people are engineering technicians and production workers. Under the full load, the plant will run 350 days a year, 24 hours a day, in three consecutive shifts of production (practicing 4 shifts and 3 runnings each day). Personnel setup is shown in Fig.2-2.
Fig. 2-2 Personnel setup
2.2.6 Investment and land area of the proposed project
Total investment amount of this construction project: About 15 million USD.
Area of land of this construction project: 54,834m2
Building area: 10,000 m2
Name Construction description Designed capacity (Area of land) Remarks
Principal buildings 1) Plant building
2) Laboratory
3) Production office and dining hall
1400 m2
185 m2
680 m2
Storage & transportation works 1) Warehouse of raw materials and products (non-combustible and non-explosive goods) 3000 m2
2) Warehouse of combustible goods 1500 m2 Separated into 3 rooms
3) Empty drum storage zone 510 m2
4) Warehouse of hazardous raw materials 190 m2 Separated into 2 rooms
5) Underground raw material storage tank zone 150 m2
6) Cellulose nitrate warehouse 80 m2 Independent warehouse
Public utilities 1) Storage, fire control water pool and pump room
2) Boiler room, w/ water treatment installation
3) Water-softening installation
4) Cooling and chill water installation
5) Standby power generator room Water storage capacity 1200m3
One 3t/h boiler, salt water removal capacity 3t/h
Production capacity 9t/h
290KW cooling machine, 450KW cooling tower 250+100 m2
150 m2
60 m2
Environmental protection works Waste water treatment installation
Tailgas cleaning and treatment installation 375 m2
Distances between main structures and the buildings:
In the plan provided by the enterprise, Type A production workshop is 50m away from the solvent storage tank area, 49m away from the boiler room, and 47m away from the office building; the inflammable goods warehouse is 34.5m away from office building, and 29m away from the complex building; the cellulose cotton warehouse is 14.6m away from the sewage treatment station, 27.5m away from the enclosing wall of the plant (the wall is 5.5m away from the highway), 15m away from the small contracted workshop, and 15m away from the reserved warehouse of inflammable materials and products; and Type A storage tank area is 40m away from the boiler room.
Chapter III Analysis of Hazardous and Harmful Factors of This Construction Project
The production process of ABC Coatings and Fine Chemicals Co., Ltd. will involve a handful of inflammable, explosive and toxic substances and other chemical materials, such as toluene, isobutyl ketone, butanone, dimethyl formamide, cellulose nitrate, poly(vinyl chloride) copolymer, acrylic acid particle, diisocyanate, etc. In their storage, transport and use, these substances easily lead to poisoning, choking, fire and explosion accidents in case of unexpected leakage or accidental overspill. Also, hazardous and harmful factors like dust exist in the production process. Therefore, fires, explosions and poisonings that are likely to take place in production, storage and transport should never be neglected. Besides, dangers such as electric shocks, burnings, mechanical injuries and vehicle injuries also exist.
The noise existing in the production process is also a non-neglectable harmful factor that does harm to human health.
3.1 Brief Introduction to Process Flow
3.1.1 Brief introduction to process flow and production process (Leather tanning oil, leather treatment chemicals, shoe polish, and flexible coating materials)
The following paragraphs briefs the process flow and production process of leather tanning oil, leather treatment chemicals, shoe polish, and flexible coating materials:
1) Acrylic poly-emulsion/ dispersant RI 193
Block diagram of process flow
Acrylic acid emulsion, RI-193 Annual consumption (t/a) Raw material supply/storage
Material description Storage tank Big bag Bag Tank Small pack Loss
Water 1352 1352 38
Surfactant 60 60 1.7
Monomer: Acrylonitrile 872 822 50 24.3
Per(di)sulfate/peroxide: Ammoninum persulfate 8 8 0.2
Ammonia 27% 8 8 0.2
Assistant: Isoascorbate 6 6 0.2
Preservative: Permetol K40 9 9 0.4
Subtotal of raw materials 2315
Loss of materials 65 65
Total yield 2250
Brief introduction to process flow
In the monomer feed tank, water, surfactants and different monomers are mixed in advance. In the catalyst tank, per(di)sulphates are mixed into water in advance. In a container, water and sulfactants are evenly mixed and heated to 45°C. Catalyst solution and some mixtures are fed to the reactor from the monomer feed tank. The reactor is heated to approx. 85°C. Then the mixture starts to cool down, and the remaining monomer mixture and catalyst mixture are carefully added in a couple of hours, while the reaction temperature remains unchanged. Extra catalyst solution is gradually added in order to lower the free monomer quantity in the product. When reaction process ends, the product is cooled down to about 30°C, and then preservatives are added to finish the said product. After filtration, the said product will be packed in tanks.
2) Block diagram of wax emulsion FI-50 and brief introduction to its process flow
Block diagram of process flow
Wax emulsion (Fi-50) Annual consumption (t/a) Raw material supply/storage
Material description Storage tank Big bag Bag Tank Small pack Loss
Water 855 855 25
Wax: Carnauba wax 53 53 1.5
Fatty acid 16 16 0.5
Monamine 3 3 0.1
Subtotal of raw materials 927
Loss of materials 27 27
Total yield 900
Brief introduction to process flow
The solid wax is heated till 90°C – 120°C, where it melts in a wax melting boiler. Fatty acid is added to the melt until the mixture is saponificated by addition of monoamine or polyamine. Saponificated wax is dispersed in warm water to form a stable wax emulsion. After quality control and cooling process, the product is packed in a tank on top of a filter.
3) Block diagram of water based wetting agents and brief introduction to its process flow
① Diagram of process flow
Water based LW-65344 Annual consumption (t/a) Raw material supply/storage
Material description Storage tank Big bag Bag Tank Small pack Loss, t/a
Water 126 126 3.7
Wet cellulose nitrate
(isopropanol≥25%) 30 30 0.9
Priolene 7 7 0.2
Surfactant 1 1 0.0
Rhodafac RE 610 7 7 0.2
Castor oil 5 4.6 0.1
KOH 0.5 0.5 0.0
Solvents: diisobutyl ketone, naphtha 16/18, isophorone 287 153 134 8.4
Subtotal of raw materials 463.5 279 0 0.5 183.6 0 13.5
Loss of materials 13.5
Total yield 450
② Brief introduction to process flow
Wet cellulose nitrate is added to the mixture of solvents to be dissolved. Surfactants, organic acids and emulsion agents are added to disperse the mixture. Sheet alkali is dissolved in water, then such water mixture is added to the mixture to disperse and entirely emulsify. The product is packed in a tank on top of a filter.
4) Block diagram of vinyl based wetting agents and brief introduction to its process flow
Block diagram of process flow
Vinyl based wetting agents (LV-4975) Annual consumption (t/a) Raw material supply/storage
Material description Storage tank Big bag Bag Tank Small pack Loss, t/a
Solvents: dimethyl formamide, butyl ketone, acetone 874 797 77 25.4
Extender pigment: TS 100 silicon dioxide 41.7 42 1.2
Dry synthetic polymers: acrylic polymer 103 103 3.0
1-methoxy-2-propyl acetate 10.2 10 0.4
Oleamide 1.1 1 0.0
Subtotal of raw materials 1030
Loss of materials 30 30.0
Total yield 1000
② Brief introduction to process flow
Pigment extender, dry synthetic polymer and plasticity agent are mixed into a solvent until they are dispersed and dissolved. Because dispersing bodies are generally sticky, they may generate heat due to mixing shear. The highest temperature is expected at 80°C. When the mixture has dissolved, more solvents and surfactants are added to cool it down and dilute it to final concentration. The said product is packed in a tank on top of a filter.
5) Block diagram of solvent Polyurethane and brief introduction to its process flow
① Block diagram of process flow
Polyurethane solution SU 10011 Annual consumption (t/a) Raw material supply/storage
Material description Storage tank Big bag Bag Tank Small pack Loss, t/a
Solvents: toluene, methoxy propanol, Isopropanol 1169 1074 95 34
1-4-cyclohexanone dimethyl carbinol 164 164 4.8
Diisocyanate: Isophorone, Diisocyanate 158 158 4.6
Polyamine: Isophorone diamine 48.4 48.4 1.4
Reaction assistant 0.04 0.04 0.0
LS-4935 preparation 5.7 5.7 0.2
Subtotal of raw materials 1545
Loss of materials 45.0 45.0
Total yield 1500
② Brief introduction to process flow
The solvent, polyol/polyester and diisocyanate are put into the reactor. Heat them and add reaction assistant to them. The heat produced will place the reaction materials at a temperature ranging from 90°C-110°C. The heat thus generated is about 150KJ/mol – 200KJ/mol and the rate of polymerization is a bit low. Add more solvents and diisocyanate to the reactor and make the reaction materials cool down. At about 25°C-45°C, chain extension process is done by addition of premixture of solvent and polyamine to obtain required final viscosity. Some additives and intermediates are added to obtain final product property and viscosity. The said product is packed in a tank on top of a rising temperature filter.
6) Block diagram of solvent based wetting agents and brief introduction to its process flow
Block diagram of process flow
Solvent based wetting agents LS-65256 Annual consumption (t/a) Raw material supply/storage
Material description Storage tank Big bag Bag Tank Small pack Loss, t/a
Solvents: diisobutyl ketone, butyl acetate, xylene, n-butanol 1456 1158 298 42.7
Wet cellulose nitrate
(isopropanol≥25%) 144 144 4.3
Diocty phthalate 100 100 3.0
Subtotal of raw materials 1700 542 50.0
Loss of materials 50 50.0
Total yield 1650
② Brief introduction to process flow
Plasticity agent and wet cellulose nitrate are blended in a solvent mixture till they are dissolved. More solvents are added to dilute the dissolved cellulose nitrate to ultimate concentration. They are packed in a tank on top of a filter.
The whole process is operated under constant temperature and pressure.
7) Block diagram of pigment dispersant (B) and brief introduction to its process flow
Block diagram of process flow
Pigment dispersant (B) Annual consumption (t/a) Raw material supply/storage
Material description Storage tank Big bag Bag Tank Small pack Loss, t/a
Water 618 618 18.0
WI 12-726 (china clay pulp) 72 72 2.1
Surfactant: Styrene-methylmethacrylate polymer 27 27 0.8
Defoaming agent 3 3 0.1
Plasticity agent 8 8 0.2
Preservative 3 3 0.1
Monoamine 6 6 0.2
Solvent: butyl glycol 6 6 0.2
Extender pigment 26 26 0.8
Inorganic pigment (B): carbon black 121 121 3.5
Thickener solution 37 37 1.1
Subtotal of raw materials 927
Loss of materials 27 27.0
Total yield 900
② Brief introduction to process flow
Polymer dispersant, water, surfactant, plasticity agent and other additives are mixed together. Pigment extender and organic / inorganic pigment are added to the mixture. Such dispersants are grinded to necessary grain size for distribution. The said product is finalized by adding more water, thickener and preservative. The said product is packed in a tank on top of a filter. The process is operated under constant temperature and pressure.
8) Block diagram of shoe polish and brief introduction to its process flow
① Block diagram of process flow
Shoe polish AP-8700 Annual consumption (t/a) Raw material supply/storage
Material description Storage tank Big bag Bag Tank Small pack Loss, t/a
Wax emulsion AP 2943 A&B 434 0 434 13.0
Water 20 20 1.8
Preservative 1 1
Thickener: hydrodesulphurized heavy naphtha 5 5 0.2
Subtotal of raw materials 460 15.0
Loss of materials 15.0
Total yield 445
② Brief introduction to process flow
A bit of wax emulsion is mixed, and thickener solution, preservative and perfume are added. They are evenly mixed. The said product is packed in a tank on top of a filter. The process is operated under constant temperature and pressure.
9) Block diagram of pigment dispersant PP-14138 (W) and brief introduction to its process flow
① Block diagram of process flow
Pigment dispersant (W)
Description State Annual consumption (t/a) Raw material supply/storage
Storage tank Big bag Bag Tank Small pack Loss, t/a
Water Liquid 62 62 1.8
Casein solution Liquid 36 36 1.1
Surfactant: styrene-methylmethacrylate polymer Liquid 7 7 0.2
Polymer aqueous dispersoid Liquid 3 3 0.1
Plasticity agent Liquid 10 10 0.3
Cholic albumin tannate agent 80 Liquid 0.5 0.5 0.0
Ethanolamine Liquid 2 2 0.1
Butyl glycol Liquid 5 5 0.1
Milicarb Solid 4 4 0.1
Titanium dioxide Solid 174 174 3.5
Thickener solution Liquid 4 4 0.1
Subtotal of raw materials 307.5
Loss of materials 7.5 7.5
Total yield 300
② Brief introduction to process flow
Polymer dispersant, water, surfactant, plasticity agent and other additives are mixed together. Pigment extender and inorganic pigment additive are dispersed into the mixture. Such dispersants are grinded to necessary grain size for distribution. The product is finalized by adding more water, thickener and preservative. The said product is then packed in a tank on top of a filter.
10) Block diagram of water based top spray wax EX 59496 and brief introduction to its process flow
① Block diagram of process flow
Water based top spray was EX 59496 State Annual consumption (t/a) Raw material supply/storage
Description Storage tank Big bag Bag Tank Small pack Loss, t/a
Wax emulsion 6402 A Liquid 163 163 4.8
Solvent: turpentine oil Liquid 84 84 2.5
Water Liquid 22 22 22 0.6
Perfume Liquid 13 13 0.4
Silicon polymer: methyl polysilxane Liquid 9 9 0.3
Hydroxyl alkali Liquid 0 0
Preservative Liquid 1 1
Thickener: hydrodesulfhurized heavy naphtha Liquid 3 3 0.1
Subtotal of raw materials 295 8.7
Difference of yield 8.7
Total of product 286.3
② Brief introduction to process flow
Mix and agitate wax emulsion, other raw materials and assistant, and then add dispersants for mixing. After filtration, the product is packed in tanks.
11) Block diagram of penetrant PT 408 and brief introduction to its process flow
① Block diagram of process flow
Penetrate State Annual consumption (t/a) Raw material supply/storage
Description Storage tank Big bag Bag Tank Small pack Loss, t/a
Water Liquid 293 293 8.8
Phosphate Liquid 100 100 3.0
Ammonia 27% Liquid 65 65 2.1
Solvent: methoxy propenyl Liquid 6 6 0.1
Subtotal of raw materials 464
Loss of materials 14 14.0
Total yield 450
② Brief introduction to process flow
Water and phosphate are mixed together and neutralized with ammonia. Some water and solvents are added to make them evenly mixed. The said product is then packed in a tank on top of a filter.
12) Block diagram of Renektan RS and brief introduction to its process flow
① Block diagram of process flow
Renektan RS
Description State Annual consumption (t/a) Raw material supply/storage
Storage tank Big bag Bag Tank Small pack Loss, t/a
Water Liquid 857 857 26
Monomers: Acrylonitrile, acrylic acid Liquid 337 236 101 10
Reaction assistants: Sodium metabisulphite Solid 12 12 0
Sodium hydroxide Liquid 237 237 7
Subtotal of raw materials 1443 43
Loss of materials 43
Total yield 1400
② Brief introduction to process flow
Monemer, water and a kind of reaction assistant are mixed together in a monomer feed tank. Water and a kind of reaction assistant are mixed together in a catalyst tank. Water is filled into a reactor and heated to about 85°C, in which peroxide catalyst is added. The mixtures in the monomer feed tank and catalyst tank are delivered to the reactor in the predetermined cycle. More peroxide and water are added to the reactor. Reaction assistant and water are added into the catalyst tank. Within the predetermined cycle, the reaction assistant solution is injected to the reactor from the catalyst tank. Within the adding cycle of reaction assistant and at the predetermined time interval, more peroxide is added to finish the reaction. Quantitative mixtures are cooled down to about 75°C, and then sodium hydroxide is added to neutralize and dissolve the polymer. The final product is cooled down and packed in a tank on top of a filter.
13) Block diagram of Bemenol and brief introduction to its process flow
① Block diagram of process flow
Bemanol 1 SN
Description State Annual consumption (t/a) Raw material supply/storage
Storage tank Big bag Bag Tank Small pack Loss, t/a
Water Liquid 2584 2584 75.2
Surfactants: Alkyl polyglycol ether;
Benzoic acid Liquid 428 366 62 12.6
Sodium hydroxide Solid 44 44 1.3
Thickener: Cellulose hydroxyethyl ether Liquid 8 8 0.2
Preservative Liquid 25 2 2 1 0.7
Buatanediol Liquid 1 1 0.0
Subtotal of raw materials 3090
Loss of materials 90 90
Total yield 3000
② Brief introduction to process flow
Surfactant is mixed in water and dissolved in the mixed sodium hydroxide slice. If acid surfactant is added, sodium salt will be formed. Thickener, some solvents and more water are added and mixed to make the product. The said product is packed in a tank on top of a filter.
3.2 Analysis of main hazardous and harmful substances
3.2.1 Classifications of main hazardous and harmful substances
According to Catalogue of Hazardous Chemicals (2002 edition), the major raw materials and products are classified as follows in terms of hazards:
(1) Inflammable substances mainly include: Toluene (toxic), xylene (toxic), butanol, butanone, diisocyanate, acetone, acrylic acid, acrylonitrile, cellulose nitrate (isopropanol content ≥25%).
(2) Toxic substances: Diisocyanate (Extremely toxic), acrylonitrile (Extremely toxic), toluene, xylene, etc.
(3) Substances and articles that have combustion hazard and less explosive or throwing hazard, or both, but having no explosive hazard on an overall basis: cellulose nitrate (isopropanol content≥25%).
3.2.2 Main physico-chemical characteristics, hazards, and harms of materials
International Chemical Safety Card
Toluene ICSC #: 0078
CAS #: 108-88-3 Name in Chinese: 甲苯; 甲基苯; 苯基甲烷
RTECS #: XS5250000 Name in English: TOLUENE; Methylbenzene; Toluol; Phenylmethane
UN #: 1294 Molecular mass: 92.1
EC #: 601-021-00-3 Chemical formula: C6H5CH3/C7H8
China hazardous goods #: 32052
Types of hazard/exposure Acute hazards Prevention First aid/fire fighting
Fire Highly inflammable No open flames, no sparks, and no smoking. Powder, AFFF, foam, carbon dioxide
Explosions Vapour/air mixtures are explosive Closed system, ventilation, explosion-proof electrical equipment and lighting. Prevent build-up of electrostatic charges (e.g., by grounding). Do not use compressed air for filling, discharging or handling. Use non-sparking handtools. In case of fire: keep drums, etc. cool by spraying with water.
Exposure Strict hygiene! Avoid exposure of pregnant women!
# Inhalation Cough. Sore throat. Dizziness. Drowsiness. Headache. Nausea. Unconsciousness. Ventilation, local exhaust, or breathing protection. Fresh air, rest. Refer for medical attention.
# Skin Dry skin. Redness. Protection gloves. Remove contaminated clothes. Rinse and then wash skin with water and soap. Refer for medical attention.
# Eyes Redness. Pain. Safety goggles. First rinse with plenty of water for several minutes (remove contact lenses if easily possible), then see a doctor.
# Ingestion Burning sensation. Abdominal pain. (Further see Inhalation). Do not eat, drink, or smoke during work. Rinse mouth. Do NOT induce vomiting. Refer for medical attention.
Spillage disposal Evacuate danger area in large spill! Consult an expert in large spill! Remove all ignition sources. Ventilation. Collect leaking liquid in sealable containers. Absorb remaining liquid in sand or inert absorbent and remove to safe place. Do NOT wash away into sewer. Do NOT let this chemical enter the environment. Personal protection: self-contained breathing apparatus in large spill.
Packaing & labelling F Symbol; Xn Symbol; R:11-20; S:2-16-25-29-33; UN hazard class:3; UN sub-hazard class: ; UN pack group: II; China hazard class: Class 3.2, middle flash point and inflammable liquid; China hazard packaging & labeling: 7
Emergency response Transport emergency card: TEC(R)-30S1294
NFPA code: H2 ; F3 ; R0 Safe storage Fireproof. Separated from strong oxidants.
Important data Physical state; Appearance: colorless liquid, with characteristic odour. Physical dangers: The vapour mixes well with air, explosive mixtures are formed easily. As a result of flow, agitation, etc., electrostatic charges can be generated. Chemical dangers: Reacts violently with strong oxidants causing fire and explosion hazards. Occupational exposure limits: TLV: 50ppm as TWA, (skin); A4; (ACGIH 2004). Routes of exposure: The substance can be absorbed into the body by inhalation, through the skin and by ingestion. Inhalation risk: A harmful contamination of the air can be reached rather quickly on evaporation of this substance at 20°C. Effects of short-term exposure: The substance is irritating to the eyes and the respiratory tract. The substance may cause effects on the central nervous system. If this liquid is swallowed, aspiration into the lungs may result in chemical pneumonitis. Exposure at high levels may result in cardiac dysrhythmia and unconsciousness. Effects of long-term or repeated exposure: The liquid defats the skin. The substance may have effects on the central nervous system. Exposure to the substance may enhance hearing damage caused by exposure to noise. Animal tests show that this substance possibly causes toxicity to human reproduction or development.
Physical properties Boiling point: 111°C; Sublimation point: ;Melting point: -95°C; Relative density (water=1): 0.87; Solubility in water: none; Vapour pressure: KPa at 25°C C: 3.8kPa; Relative vapour density (air=1): 3.1; Relative density of the vapour/air-mixture at 20°C (air=1): 1.01; Flash point: 4°C c.c.; Self-ignition temperature: 480°C; Explosive limits, vol% in air: 1.1%~7.1%; Octanol/water partition coefficient as log Pow: 2.69
Environmental data The substance is toxic to aquatic organisms.
Notes Depending on the degree of exposure, periodic medical examination is suggested. Use of alcoholic beverages enhances the harmful effect.
Additional information Card has been partly updated in October 2002.
ICSC #: 0078 Prepared in the context of cooperation between IPCS and CEC. Toluene
International Chemical Safety Card
Ammonium hydroxide ICSC #: 0215
CAS #: 1336-21-6 Name in Chinese: 氢氧化铵(10%~35%)溶液;氨水溶液;水合铵;氨水
RTECS #: BQ9625000 Name in English: AMMONIUM HYDROXIDE; Ammonium hydrate; Aqua ammonia
UN #: 2672 Molecular mass: 35.1
EC #: 007-001-01-2 Chemical formula: NH4OH
China hazardous goods #: 82503
Types of hazard/exposure Acute hazards Prevention First aid/fire fighting
Fire Not combustible. In case of fire in the surroundings: use of fire extinguishing agents is allowed.
Explosions See Notes. In case of fire: keep drums, etc., cool by spraying with water.
Exposure STRICT HYGIENE! IN ALL CASES CONSULT A DOCTOR!
# Inhalation Burning sensation. Cough. Laboured breathing. Shortness of breath. Sore throat. Ventilation, local exhaust, or breathing protection. Keep containers properly closed. Fresh air, rest. Half-upright position. Artificial respiration if necessary. Refer for medical attention.
# Skin Corrosive. Redness. Serious skin burns. Pain. Blisters. Protective gloves. Protective clothing. Remove contaminated clothes. Rinse skin with plenty of water or shower. Refer for medical attention.
# Eyes Corrosive. Redness. Pain. Blurred vision. Severe deep burns. Face shield or eye protection in combination with breathing protection. First rinse with plenty of water for several minutes (remove contact lenses if easily possible), then see a doctor.
# Ingestion Corrosive. Abdominal cramps. Abdominal pain. Sore throat. Vomiting. (Further see Notes). Do not eat, drink, or smoke during work. Rinse mouth. Do NOT induce vomiting. Give plenty of water to drink. Refer for medical attention.
Spillage disposal Evacuate dangerous area! Consult an expert in case of a large spillage! Ventilation. Cautiously neutralize spilled liquid with a dilute acid, such as dilute sulfuric acid. Wash away remainder with plenty of water. Do NOT let this chemical enter the environment. Personal protection: complete protective clothing including self-contained breathing apparatus.
Packaing & labelling Unbreakable packaging; put breakable packaging into closed unbreakable container. C Symbol; R:34-37; S:1/2-7-26-45; UN hazard class: 7; UN sub-hazard class: 3; UN pack group: III; China hazard class: Class 8.2, alkaline corrosives; China hazard packaging & labeling: 20
Emergency response Transport emergency card: TEC (R) -219
NFPA code: H3 ; F1 ; R0 Safe storage Separated from food, feedstuffs and incompatible substances. See Chemical Dangers. Cool. Well closed. Keep in a well-ventilated room (further see Notes).
Important data Physical state; Appearance: VERY VOLATILE, COLOURLESS SOLUTION OF AMMONIA IN WATER, WITH PUNGENT ODOUR. Physical dangers: Chemical dangers: The solution in water is a strong base, it reacts violently with acids. Reacts with many heavy metals and their salts forming explosive compounds. Attacks many metals forming flammable/explosive gas (hydrogen - see ICSC 0001). Occupational exposure limits: TLV no set. TLV (ammonia) : 25ppm, 17mg/m3 as TWA; 35ppm, 24mg/m3 (short exposure limits); A4; (ACGIH, 1994-1995). Routes of exposure: The substance can be absorbed into the body by inhalation of its vapour or aerosol and by ingestion. Inhalation risk: A harmful contamination of the air can be reached very quickly on evaporation of this substance at 20°C. Effects of short-term exposure: The substance is corrosive to the eyes, the skin and the respiratory tract. Corrosive on ingestion as well. Inhalation of high concentrations of vapour may cause laryngeal oedema, inflamation of the respiratory tract, and pneumonia. The effects may be delayed. Effects of long-term or repeated exposure: Lungs may be affected by repeated or prolonged exposure to the vapour or aerosol.
Physical properties Boiling point: (25%) 38°C; Sublimation point: ; Melting point: (25%)-58°C; Relative density (water=1): 0.9; Solubility in water: miscible; Vapour pressure: 48KPa at 20°C(25%); Relative vapour density (air=1): 0.6~1.2; Relative density of the vapour/air-mixture at 20°C (air=1): ; Flash point: ; Self-ignition temperature: ; Explosive limits: ; Octanol/water partition coefficient as log Pow:
Environmental data The substance is very toxic to aquatic organisms.
Notes Ammonia vapour is flammable and explosive under certain conditions. Be aware that ammonia gas can evolve from ammonia solution. Do NOT completely fill bottles with the substance; strong solutions may develop pressure. Release caps with care.
Other UN numbers are: UN 1005 Ammonia, anhydrous liquefied or ammonia solutions, relative density of less than 0.880 at 15°C in water, with more than 50% ammonia; UN 2073 Ammonia, 35-50%. Also consult ICSC 0414 Ammonia.
Additional information Card has been partly updated in May 1995.
ICSC #: 0215 Prepared in the context of cooperation between IPCS and CEC. Ammonium hydroxide
International Chemical Safety Card
Sodium hydroxide ICSC #: 0360
CAS #: 1310-73-2 Name in Chinese: 氢氧化钠; 苛性钠; 氢氧化钠浓溶液
RTECS #: WB4900000 Name in English: SODIUM HYDROXIDE;Caustic soda; Sodium hydrate; Soda lye
UN #: 1823 Molecular mass: 40
EC #: 011-002-00-6 Chemical formula: NaOH
China hazardous goods #: 82001
Types of hazard/exposure Acute hazards Prevention First aid/fire fighting
Fire Not combustible. Contact with moisture or water may generate sufficient heat to ignite combustible substances. In case of fire in the surroundings: use of fire extinguishing agents is allowed.
Explosions
Exposure AVOID ALL CONTACT! IN ALL CASES CONSULT A DOCTOR!
# Inhalation Corrosive. Burning sensation. Sore throat. Cough. Laboured breathing. Shortness of breath. Symptoms may be delayed (see Notes). Local exhaust or breathing protection. Fresh air, rest. Half-upright position. Do artificial respiration if necessary. Refer for medical attention.
# Skin Corrosive. Redness. Pain. Serious skin burns. Blisters. Protective gloves. Protective clothing. Remove contaminated clothes. Rinse skin with plenty of water or shower. Refer for medical attention.
# Eyes Corrosive. Redness. Pain. Blurred vision. Severe deep burns. Face shield or eye protection in combination with breathing protection if powder. First rinse with plenty of water for several minutes (remove contact lenses if easily possible), then see a doctor.
# Ingestion Corrosive. Burning sensation. Abdominal pain. Shock or collapse. Do not eat, drink, or smoke during work. Rinse mouth. Do NOT induce vomiting. Give plenty of water to drink. Refer for medical attention.
Spillage disposal Sweep spilled substance into suitable containers. If proper, wet it at first to prevent floating dust. Wash away remainder with plenty of water. Personal protection: complete protective clothing including self-contained breathing apparatus.
Packaing & labelling Unbreakable packaging; put breakable packaging into closed unbreakable container. Do not transport with food and feedstuffs. C Symbol; R:35; S:1/2-26-37/39-45; UN hazard class: 8; UN sub-hazard class: ; UN pack group: II; China hazard class: Class 8.2, alkaline corrosives; China hazard packaging & labeling: 20
Emergency response Transport emergency card: TEC(R)-121.
English to Chinese: General Terms and Conditions of Sale of Petroleum Products and Feedstocks Detailed field: Law: Contract(s)
Source text - English GENERAL TERMS AND CONDITIONS OF SALE
OF PETROLEUM PRODUCTS AND FEEDSTOCKS
(INCL. BULK LUBRICANTS)
FOB
Arrangement of Clauses
Clause No.
1. QUALITY
2. METHOD AND RATE OF SUPPLY
3. MEASUREMENT SAMPLING AND TESTING
4. RISK AND PROPERTY
5. PAYMENT
6. TAXES, DUTIES AND IMPOSTS
7. VESSELS NOMINATION
8. LOADING CONDITIONS
9. DESTINATION RESTRICTIONS AND CERTIFICATION
10. EXCEPTIONS
11. APPLICABLE LAW AND ARBITRATION
12. APPOINTMENT OF EXPERTS
13. ADDITIONAL CONDITIONS AND TERMINATIONS
14. NEW AND CHANGED REGULATIONS
15. LIMITATION OF LIABILITY
16. ASSIGNMENT
17. PRODUCT SAFETY DATA SHEET (PSDS)
18. RECORDING OF CONVERSATIONS
19. DEFINITIONS
20. NOTICES
APPENDIX A : LETTER OF INDEMNITY
1st January 1999
1. QUALITY
(1) The quality of the oil supplied hereunder shall be the production quality of the oil being supplied at the time and place of loading, unless specifications are prescribed elsewhere in the agreement, in which case such specifications represent the only quality characteristics which the oil is required to meet.
(2) This Clause 1 constitutes the whole of Sellers’ obligations with respect to the quality of oil to be supplied and (save to the extent that exclusion thereof is not permitted or is ineffective by operation of law) all statutory or other conditions or warranties with respect to the description or quality of the oil or its fitness for any purpose are hereby excluded.
2. METHOD AND RATE OF SUPPLY
The oil shall be supplied by Sellers to Buyers, free of expense, in bulk free on board vessels provided or procured by Buyers at a loading port(s) as agreed.
3. MEASUREMENT SAMPLING AND TESTING
(1) The quantity and quality of the oil in each cargo shall be determined by measurement, sampling and testing in the manner customary at the loading port and shall include testing that enables a net quantity to be calculated. The original cargo suppliers shall prepare and sign certificate(s) as to the quantity and quality of the oil loaded upon completion of loading of the cargo. Sellers shall advise Buyers by telex, cable or facsimile of the quantity and quality recorded on such certificate(s) as soon as possible after completion of loading of the cargo.
The results of measurement, sampling and testing obtained at the loading port in accordance with this Clause 3 (1) shall be treated, in the absence of fraud or manifest error, as conclusive and binding as to the quantity and quality of the oil loaded.
(2) Where permitted by Sellers’ suppliers, Buyers may appoint a representative acceptable to Sellers and Sellers’ suppliers to assist in the supervision of and to inspect the loading of each cargo. If such representative is appointed the quantity and quality of the oil as jointly ascertained by Buyers’ representative and Sellers’ suppliers shall be the quantity and quality for the purpose of the certificate(s). If any difference arises between Buyers’ representative and Sellers’ suppliers with regard to the loaded quantity and quality, it shall be settled by an expert appointed under Clause 12. The decision of such expert shall be final and binding upon both Buyers and Sellers; but pending such decision, the quantity and quality as ascertained by Sellers’ suppliers shall be used for the purpose of the telex, cable or facsimile referred to in Clause 3 (1).
Unless otherwise specifically agreed, all costs incurred by Buyers in respect of their representative shall be borne by Buyers and any delays occasioned by such inspection resulting in demurrage at the loading port shall be for the sole account of Buyers.
(3) A sufficient quantity of the relevant representative samples shall be correctly taken at each loading port and kept in accordance with internationally recognised methodology and practice.
4. RISK AND PROPERTY
(1) The risk and property in the oil supplied under the terms of the agreement shall pass to Buyers at the loading port as the oil passes the loading vessel’s permanent hose connection.
(2) Any loss of or damage to the oil during loading, if caused by the vessel or her officers or crew, shall be for the account of Buyers.
5. PAYMENT
(1) (i) Payment for each cargo shall be made by Buyers to Sellers against presentation of the following documents:
(a) full set of clean original Bills of Lading; and
(b) invoice complying with the requirements of this Clause 5, within thirty (30) days of the Bill of Lading date provided however that if any or all of the required documents are not available at the time payment is due hereunder Buyers shall pay against Sellers’ Letter of Indemnity (in the form set out in Appendix A) for the missing documents.
(ii) Sellers’ invoice shall be based on quantities determined in accordance with Clause 3. Where the pricing terms for the oil to be supplied hereunder do not allow a final invoice to be despatched in time for payment to be made by the due date, Sellers may invoice Buyers on a provisional basis. A final invoice will be despatched to Buyers by Sellers as soon as is practical thereafter. Any resultant additional payment will be due immediately by Buyers to Sellers. Any resultant overpayment will be immediately refunded by Sellers to Buyers.
(iii) Unless otherwise agreed the payment of any other costs, expenses or charges which arise under the terms of the agreement (including without limitation Clause 6) shall be made against presentation of Sellers’ invoice and shall be for immediate settlement by Buyers on or by the date advised thereon.
(2) All payments to be made by Buyers to Sellers under the agreement shall be made free of all charges and without asserting at the time for payment any set-off, counterclaim or right to withhold whatsoever, in United States Dollars in New York to Sellers’ account number 9492604708 (Swift Address CHASUS33 or CHIPS participant number 0002 or FED Wire Routing number 021000021) with Chase Manhattan Bank, New York, N.Y. (or to such other bank account as may be advised by Sellers to Buyers from time to time) quoting Sellers’ invoice number and Buyers’ name. If Sellers request payment to be made to a bank account which is different to that which has previously been used for settlement less than five (5) London banking days prior to the due date, then Buyers have the right to delay payment without incurring interest if and to the extent that such delay is necessary to establish the validity of the requested change.
(3) (i) Unless otherwise agreed in writing any amount due from Buyers which is not paid within the agreed credit period shall bear simple interest commencing on the day immediately after the date on which it became due up to and including the date of payment at the rate calculated as an annual rate (360 day year basis) of three (3) per cent plus the one (1) month London Interbank Offered Rate as quoted by the National Westminster Bank PLC at the 11.00 a.m. fixing on the first London banking day for each month in which the overdue exists.
(ii) The foregoing shall not be construed as an indication of any willingness on the part of Sellers to provide extended credit as a matter of course and shall be without prejudice to any rights and remedies which Sellers may have under the agreement or otherwise.
(4) Where the last day for payment falls on a Saturday or on a weekday other than Monday which is not a banking day in New York or at such other place as may be designated by Sellers for payment, then any such payment shall be made on the nearest preceding banking day. Where the last day for payment falls on a Sunday or a Monday which is not a banking day in New York or at such other place so designated, then any such payment shall be made on the next following banking day.
(5) Financial security for payment may be required of Buyers at any time before payment has been received by Sellers in which case Sellers shall specify one of the following forms of security:
(i) an irrevocable Letter of Credit in a form and for an amount acceptable to Sellers opened or confirmed by a first class international bank acceptable to Sellers and payable in London; or
(ii) such other form of security as Sellers may require which may include payment in advance.
Unless otherwise specified by Sellers, the security shall be received by Sellers no later than 5.00 p.m. London time on the fifth (5th) London banking day prior to the first (1st) day of the agreed loading date range.
(6) It is a condition of the agreement that Buyers comply with their obligations under this Clause 5 including, if required, to provide financial security within the time prescribed by Sellers. Any failure either in whole or in part by Buyers to comply with any such obligations shall be a breach of condition. On the occurrence of such a breach and for as long as such breach is continuing Sellers may at any time by notice to Buyers forthwith:
(i) terminate the agreement; and/or
(ii) without prejudice to the right to terminate, suspend all or any supplies of oil.
Buyers shall be liable for all losses suffered by Sellers as a result of Buyers’ breach. Termination hereunder shall be without prejudice to any right of action or claim accrued on or before the date of termination.
6. TAXES, DUTIES AND IMPOSTS
(1) Clauses 6 (2) and (3) shall apply only where the loading port is in the European Union (EU). Clauses 6 (4) to (6) inclusive shall apply regardless of the country in which the loading port is located.
(2) (i) Where VAT or a similar tax (“VAT”) becomes payable to Sellers under the tax rules applicable at the loading port or discharge port, Sellers shall issue an invoice, complying with the requirements of those tax rules, setting out the amount of VAT payable. Payment of such VAT shall be made by Buyers to Sellers in addition to the contract price in the same manner and at the same time as payment of the said contract price.
(ii) A sale of product may be zero-rated for VAT provided that:
(a) if both the loading port and discharge port are within the EU, and zero-rating is possible under EU and/or national legislation, Buyers provide Sellers on a timely basis with all the documents and information required to apply such zero-rating; or
(b) if the destination of the oil is outside the EU, Buyers provide Sellers within thirty (30) days of completion of loading of the oil evidence satisfactory to the EU State of loading of receipt of the oil by Buyers, or some other party acting on Buyers’ behalf, at a destination outside the EU.
(iii) If Buyers fail to comply with the above mentioned requirements within the allotted time frame or in the event of any fraud or misappropriation in respect of the oil and/or the documents/information, Sellers shall be entitled to issue a further invoice to Buyers for the amount of any VAT payable on the oil (inclusive of excise duty or other tax if appropriate) together with interest, costs and penalties payable to the relevant tax authority at the rate/amount stipulated under the applicable VAT rules.
(3) Excise duty or a similar tax (“excise duty”) will be payable in respect of the oil on its leaving the tax warehouse at the loading port unless Buyers provide Sellers on a timely basis with such documents and information as are required by the EU State concerned to facilitate an exemption or suspension of such duty.
If Buyers do not provide Sellers with the above mentioned documents and information within the time limits laid down by the relevant EU and/or national legislation, or in the event of any fraud or misappropriation in respect of the oil and/or the documents/information, Buyers shall indemnify and hold harmless Sellers against all liabilities in respect of excise duty incurred by Sellers and/or reimbursements of amounts equivalent to such duty made by Sellers directly or indirectly to their suppliers or the owner of the tax warehouse from which the oil was despatched, including any interest, penalties and costs in respect thereof.
In addition, notwithstanding compliance with the above, Buyers shall remain directly liable for any excise duty or mineral oil tax claimed by any relevant EU state in respect of discrepancies between the loaded and discharged quantities.
(4) All taxes, duties and imposts levied in the country in which the port of loading is situated on or by reference to or payable in respect of the oil or the vessel, whether retrospective or not, other than those covered under Clauses 6 (2) and (3) above and those defined by Worldscale as being for owners’ account shall be for the account of Sellers.
(5) If Sellers are able to obtain a credit or repayment from any authority of any VAT, excise duty or other tax which has been paid by Buyers, Sellers shall, within five (5) New York banking days, reimburse Buyers with the net amount so credited or repaid less all reasonable costs, penalties and interest incurred by Sellers in obtaining such credit or repayment.
(6) If, pursuant to this Clause 6, an amount becomes payable in a currency other than the invoicing currency for the oil, the invoice may be rendered in either local currency of the country in which the VAT, excise duty or other tax is payable or, at Sellers’ option, in the invoicing currency for the oil, converted at the appropriate exchange rate prevailing at the date of the tax point under the relevant tax rules.
7. VESSEL NOMINATION
(1) Unless otherwise agreed, Buyers shall at least seven (7) days before the first day of the agreed loading date range notify Sellers by telex of the name and summer deadweight tonnage of the vessel to be used and the expected date of that vessel’s arrival at the loading port, and shall provide Sellers with any other vessel details necessary for the purpose of implementing the agreement. Sellers shall give notice accepting or rejecting any vessel nomination within one (1) London working day after receipt of such nomination, but shall not reject any such nomination unreasonably. In case of rejection, Buyers shall, as soon as possible, nominate to Sellers an alternative vessel for Sellers’ prompt acceptance or rejection, and, in the case of the latter, the parties shall negotiate a mutually acceptable nomination.
Buyers’ nomination shall be consistent with the loading port authority requirements and shall include, but not be limited to, the vessel’s name, flag, crew nationality, capacity, length, beam, summer deadweight and draught together with the quantity and quality of the grade(s) of oil to be loaded. If any of this information is unknown at the time of nomination then such missing information shall be advised no later than three (3) days prior to the first day of the agreed loading date range.
(2) Buyers may, or if necessary to perform their obligations hereunder must, with Sellers’ prior agreement, substitute any vessel by another vessel which is similar in all material respects to the vessel so replaced. Buyers may also, with Sellers’ prior agreement and by giving Sellers reasonable notice, amend in other respects any vessel nomination or series of vessel nominations. If such amendment is rejected by Sellers, the parties shall negotiate a mutually acceptable alternative vessel nomination. Buyers shall not, unless otherwise agreed, be relieved of their responsibility to perform the agreed loading.
(3) Buyers hereby warrant and undertake that:
(i) they are familiar with the latest vessel size restrictions, including but not limited to, deadweight, draught, beam and overall length limitations of the loading port and will not nominate a vessel exceeding such limitations;
(ii) they are familiar with, and shall cause the vessel to comply with, all applicable regulations in force at the loading port, including, but not limited to, those relating to fires on board vessels; and
(iii) they shall procure that each vessel nominated hereunder shall, at the time of loading:
(a) comply with all applicable rules, regulations and directions of governmental, local and port authorities (and of the loading terminal) and shall conform in all respects to all relevant international regulations and agreements;
(b) have hull, machinery, boilers, tanks, equipment and facilities which are in good order and condition, in every way fit for the service required and fit to load and carry the cargo specified;
(c) have a full and efficient complement of master, officers and crew; and
(d) be owned or demise chartered by a member of the International Tanker Owners Pollution Federation Limited (“ITOPF”).
If Buyers’ vessel does not meet any of the requirements set out in (i) (ii) and (iii) above Sellers or Sellers’ suppliers may refuse to berth or load or continue to load the vessel with the scheduled loading.
(4) Should availability of oil be lost to Sellers or should Buyers fail to load the contractual quantity of the scheduled loading due, in either case, to Buyers’ withdrawal of any vessel, to the arrival of any vessel at the loading port after the last day of the agreed loading date range or to rejection of a vessel by the load port authorities or by Sellers’ suppliers or Sellers as considered not to comply with any of the requirements of Clause 7 (3), Sellers shall be under no obligation to supply that volume of oil which would have been loaded on such vessel. Notwithstanding the provisions of Clause 10, Sellers shall be indemnified by Buyers for any and all costs, damages or expenses incurred by Sellers as a result of Buyers’ failure to load the contractual quantity due to any of the above reasons and for all payments required to be made by Sellers to Sellers’ suppliers for failing to take delivery of the volume of oil aforesaid or due to Buyers’ vessel being withdrawn by Buyers, arriving at the loading port after the last day of the agreed loading date range or being rejected by the load port authorities or by Sellers’ suppliers or Sellers as aforesaid and for all additional costs, damages or expenses incurred by Sellers in defending any such claims or in avoiding the requirement to make such payments.
(5) Buyers shall exercise reasonable efforts to ensure that:
(i) for vessels carrying persistent oil as cargo, the vessel carries on board a certificate of insurance as described in the Civil Liability Convention for Oil Pollution Damage; and
(ii) the vessel has in place insurance cover for oil pollution no less in scope and amounts than available under the Rules of P&I Clubs entered into the International Group of P&I Clubs.
8. LOADING CONDITIONS
(1) Buyers shall give Sellers as far in advance as Sellers require full instructions consistent with the loading port regulations regarding the loading of each vessel and the making up and destination of documentation covering the cargo(es). Sellers shall use reasonable endeavours to arrange for such instructions to be carried out but they shall not be obliged to arrange for an instruction to be carried out which is inconsistent with any provision, expressed or implied, in the agreement.
(2) Buyers shall arrange for each vessel to give to Sellers, and to any other party nominated by Sellers, its estimated time of arrival at the loading port in such manner and at such intervals prior to arrival as required by the port authority, Sellers and/or Sellers’ suppliers.
(3) Sellers shall provide or shall cause to be provided, free of charge, a berth or berths which the vessel can safely reach and leave and at which she can lie and load always safely afloat. All port costs, including the expense, if any, of shifting berth at the loading port (unless such shift is for Sellers’ purposes), shall be for Buyers’ account.
(4) Sellers shall at all material times and at no expense to Buyers provide and maintain or cause to be provided and maintained in good working order all necessary flexible hoses, connections, pipelines, tankage facilities and other accommodation for such loading of the vessel.
(5) The time allowed for loading each cargo under the agreement shall be thirty six (36) running hours (weather permitting and Sundays and holidays included) and shall begin to run at each loading port either:
(i) at the expiry of six (6) hours after notice of readiness to load has been received by Sellers, or by any other party nominated by Sellers, from the Master or his representative (which notice of readiness may be tendered only after the vessel has arrived within the customary anchorage or waiting place of the port); or
(ii) if the vessel moves directly to the berth, when the vessel is securely moored at the loading berth,
whichever occurs first, except that:
(a) if the vessel arrives before the first day of the agreed loading date range nominated and accepted in accordance with the provisions of Clause 7, laytime shall not commence until 06.00 a.m. on the first day of the agreed loading date range or the time loading commences whichever is the earlier; or
(b) if the vessel arrives after the last day of the agreed loading date range nominated and accepted in accordance with the provisions of Clause 7, laytime shall commence at the time loading commences.
(6) Laytime shall cease on disconnection of cargo hoses on completion of loading.
(7) Time shall not count against laytime, or if the vessel is on demurrage, for demurrage when spent or lost:
(i) on an inward passage moving from her waiting place to the loading place nominated by Sellers; or
(ii) whilst the vessel is handling or preparing to handle ballast or bunkers, unless this is carried out concurrent with loading or other normal cargo operations such that no loss of time is involved, or is carried out to comply with shore restrictions; or
(iii) by any delay due to fault, failure or inefficiency of the vessel; or
(i) awaiting tide, tug boats, pilot, daylight or moderation of weather prior to berthing, ice, immigration, customs or pratique, unless any or all of these delays are occasioned by shifting berth for Sellers’ account as provided in Clause 8 (3); or
(ii) as a result of strike, lockout, stoppage or restraint of labour.
No other event shall suspend the running of time to be counted as laytime or demurrage even if it is an event of a type described in Clause 10 (1).
(8) (i) If the laytime allowance as provided under Clause 8 (5) is exceeded Sellers shall, except as hereinafter provided in this Clause 8 (8) (i), pay to Buyers demurrage for all such excess time at the full rate specified in Clause 8 (8) (ii).
If however all or part of such demurrage is incurred due to fire or explosion or breakdown of machinery or equipment at the port of loading in or about the plant of Sellers or Sellers’ suppliers (not being first caused by the negligence or the wilful act or omission of Sellers, Sellers’ suppliers, their servants or agents), or arises or results from act of God, act of war, riot, civil commotion, or arrest or restraint of princes, rulers or peoples, the rate of demurrage shall be reduced to one half for the period of such demurrage or part thereof.
(ii) Unless otherwise agreed the rate of demurrage to be used for the purposes of this Clause 8 shall be the single voyage market level current in London on the date of commencement of loading of the voyage concerned for a vessel of similar type and summer deadweight to that actually involved. Such market level shall be expressed in percentage points of Worldscale as amended from time to time, or such other freight scale as may be issued in replacement thereof and applied to the demurrage rate appropriate to the size of the vessel concerned provided for in the aforementioned freight scale. In default of agreement between Buyers and Sellers the market level is to be determined by E.A. Gibsons Shipbrokers Ltd., P.O. Box 278, Audrey House, 16/20 Ely Place, London, EC1P 1HP or, if E.A. Gibsons Shipbrokers Ltd. are unwilling to determine such a level, by other shipping brokers in London agreed between Buyers and Sellers or in default of such agreement nominated by the Chairman for the time being of the London Tanker Brokers’ Panel.
(9) A demurrage claim will only be considered by Sellers provided that a fully documented claim is received (or if all documents are not available to Buyers notice of formal claim is advised by Buyers with an estimate of the amount if requested) within forty five (45) days from the date on which notice of readiness to load is given.
(10) Notwithstanding the foregoing provisions of this Clause 8 Buyers shall not be entitled to recover demurrage from Sellers except to the extent that Sellers are able to recover such demurrage from Sellers’ suppliers and Sellers shall not be obliged to pay any amounts in excess thereof. Sellers shall however use reasonable endeavours to recover from Sellers’ suppliers any demurrage for which Buyers have presented a claim in accordance with the terms of this Clause 8.
(11) If the vessel concerned loads oil purchased by Buyers from Sellers as well as other oil at the same loading port, Sellers’ liability to Buyers for demurrage under the foregoing provisions shall be limited to that proportion of the total demurrage due equal to the ratio of the oil purchased by Buyers from Sellers to the total quantity of oil loaded on the vessel concerned at the port concerned.
(12) Sellers agree to reimburse Buyers for the cost of any time lost and for any bunkers used on behalf of Buyers to raise the temperature above or reduce the temperature below the temperature at which cargo was loaded in order to meet the temperature range agreed separately between Sellers and Buyers provided that:
(i) the vessel loading such cargo arrives at the loading port ready to load during the agreed loading date range and the failure to meet requirements of the temperature range is not due to fault or failure of the vessel or to suspension of loading for vessel’s purposes; or
(ii) the vessel loading such cargo arrives at the loading port ready to load during the agreed loading date range, and Sellers elect to load the vessel with oil at a temperature not within the specified or agreed temperature range.
In respect of each claim, Buyers shall furnish Sellers with reasonable evidence of the costs which have been incurred.
(13) Payment of agreed costs arising in connection with Clause 8 (12) and of due demurrage shall be made on Buyers’ demand and shall be paid in United States Dollars to Buyers’ account with a bank nominated by them or in such other manner as may be agreed between Sellers and Buyers.
(14) Any claim by Sellers’ suppliers against Sellers on account of damage to Sellers’ suppliers’ facilities caused by Buyers’ nominated vessel shall be borne by Buyers.
9. DESTINATION RESTRICTIONS AND CERTIFICATION
(1) It is a condition of the agreement that the oil purchased may not, in any event, be sold, supplied or delivered, directly or indirectly, to any destination which at the time of disposal is declared an embargoed destination by the government of the country in which the oil is produced or to a destination prohibited by the terms on which Sellers have acquired the oil, provided that if Buyers are, or are likely to be, prevented by any law, policy, demand or request to which they are subject or any governmental policy, demand or request by which Buyers reasonably consider they are bound from complying with the above, Sellers and Buyers shall meet and discuss the implications for Buyers and Sellers and, pending resolution of any difficulty which such law causes or is likely to cause, Sellers may at their discretion suspend in whole or in part supplies hereunder.
(2) Buyers shall provide Sellers with a certificate of discharge for the oil purchased under the agreement. The certificate of discharge shall be prepared on headed stationery by the vessel’s agents at the discharge port and attested by an official seal and signature of the customs authorities or local Chamber of Commerce. The certificate of discharge shall reach Sellers within four (4) months of the Bill of Lading date.
The certificate of discharge should include the names of the loading and discharge ports, the dates of loading and discharge, the grades and volumes involved, the vessel’s name, details of lightering or ship-to-ship transfer if applicable, and the names of the vessel’s agents at the discharge port and the consignee. In the event that any specific detail is not available, Buyers will provide separate advice to cover such omission.
(3) Sellers shall have the right to suspend deliveries under this or subsequent or other agreements between Buyers and Sellers if satisfactory certification is not received from Buyers within four (4) months of the date of the Bill of Lading of the cargo concerned.
(4) Sellers reserve the right to appoint a representative to witness and verify discharge.
10. EXCEPTIONS
(1) Neither Sellers nor Buyers shall be responsible for any failure to fulfil their respective obligations under the agreement (other than the payment of money, provision of security or their obligations under Clause 9) if fulfilment has been delayed, hindered, interfered with, curtailed or prevented,
(i) by any circumstance whatsoever which is not within the control of Sellers or Sellers’ suppliers or of Buyers as the case may be; or
(ii) by any curtailment, failure or cessation of supplies of oil from any of Sellers’ or Sellers’ suppliers’ sources of supply (whether in fact sources of supply for the purposes of the agreement or not); or
(iii) by any compliance with any law, regulation or ordinance, or with any order, demand or request of any international, national, port, transportation, local or other authority or agency or of any body or person purporting to be or to act for such authority or agency or any corporation directly or indirectly controlled by any of them; or
(iv) by any strike, lockout or labour dispute (whether or not Sellers, Sellers’ suppliers or Buyers as the case may be are party thereto or would be able to influence or procure the settlement thereof).
(2) If by reason of any of the causes referred to in Clause 10 (1) either the availability from any of Sellers’ sources of supply of oil, whether deliverable under the agreement or not, or the normal means of transport of such oil is delayed, hindered, interfered with, curtailed or prevented, then Sellers shall be at liberty to withhold, reduce or suspend supplies hereunder to such extent as Sellers in their absolute discretion may think fit, and Sellers shall not be bound to purchase or otherwise make good shortages resulting from any such cause.
(3) The performance of any obligation, whether arising out of any contract, arrangement or otherwise, by which any authority, agency, body or person is entitled to require and does require any oil by way of royalty in kind shall be deemed to constitute a compliance with an order or request as provided in Clause 10 (1)(iii).
(4) No curtailment or suspension of deliveries, or acceptance of deliveries, pursuant hereto shall operate to extend the term of the agreement or to terminate the agreement. Shipments of oil or any portion thereof, the delivery or acceptance of which has been prevented by any of the causes referred to in Clause 10 (1), shall be deducted from the amount required to be delivered and received hereunder unless otherwise agreed. Performance under the agreement shall resume to the extent made possible by the end or amelioration of the cause(s) referred to in Clause 10 (1).
11. APPLICABLE LAW AND ARBITRATION
(1) The proper law of the agreement is English law and English law shall be used for interpreting the agreement and for resolving all claims or disputes arising out of or in connection with the agreement (whether based in contract, in tort or on any other legal doctrine). Any such claim or dispute not settled by negotiation shall be settled by arbitration in London before a single arbitrator agreed upon by both parties or if not so agreed appointed in accordance with the Arbitration Act 1996 as amended from time to time. The arbitration shall be conducted in English, the seat of the arbitration shall be England and the arbitration award shall be final without appeal to the courts.
(2) The UN Convention on Contracts for the International Sale of Goods (1980) shall not apply.
12. APPOINTMENT OF EXPERTS
(1) Where pursuant to any provision in the agreement a matter is required to be determined by an expert, the expert shall be a person fitted by the possession of expert knowledge for the determination of the matter in question. The expert shall be appointed by agreement between Sellers and Buyers, or, in default of such agreement, by the President for the time being of the Institute of Petroleum in London.
(2) Sellers and Buyers shall furnish the expert with all written or oral information which he may reasonably require for his determination.
(3) The cost of the services of the expert, if appointed, shall be shared equally between Sellers and Buyers.
13. ADDITIONAL CONDITONS AND TERMINATION
(1) If either party should go into liquidation (other than voluntary liquidation for the purpose of corporate reconstruction), or if a receiver or sequestrator of the undertaking and assets (or any part thereof) of either party should be appointed, or if either party should become bankrupt or insolvent, should enter into a deed of arrangement or a composition for the benefit of its creditors, or should do or suffer any equivalent act or thing under any applicable law, the other party may, by written notice, forthwith terminate the agreement without prejudice to any right of action or claim accrued at the date of termination.
(2) If at any time the reliability or the financial responsibility of Buyers (or of any guarantor or other person furnishing security in support of Buyers) should in Sellers’ reasonable opinion be or become impaired or unsatisfactory, advance cash payment shall be made, or at Sellers’ option other security satisfactory to Sellers shall be given, by Buyers to Sellers on demand by Sellers in respect of any cargo or any proportion thereof. Any amounts specified in such demand shall thereby become immediately due and payable. After such demand, and in the event that a cargo has not already been delivered, Sellers may withhold any cargo until such payment or security shall have been received by them. If Buyers fail to provide such payment or security within a period of two (2) London banking days after such demand is made Buyers shall be in repudiatory breach hereof and Sellers may forthwith by notice terminate the agreement without prejudice to any rights of action or claims it may have under the agreement or otherwise.
14. NEW AND CHANGED REGULATIONS
(1) It is understood by the parties that Sellers are entering into the agreement in reliance on the laws, rules, regulations, decrees, agreements, concessions and arrangements (hereinafter called “Regulations”) in effect on the date hereof with governments, government instrumentalities or public authorities affecting the oil sold hereunder including, but without limitation to the generality of the foregoing, those relating to the production, acquisition, gathering, manufacturing, transportation, storage, trading or delivery thereof, insofar as such Regulations affect Sellers or Sellers’ suppliers.
(2) In the event that at any time and from time to time during the term of the agreement any Regulations are changed or new Regulations become effective, whether by law, decree or regulation or by response to the insistence or request of any governmental or public authority or any person purporting to act therefor, and the material effect of such changed or new Regulations (a) is not covered by any other provision of the agreement, and (b) has a material adverse economic effect upon Sellers, Sellers shall have the option to request renegotiation of the prices or other pertinent terms provided for in the agreement. The said option may be exercised by Sellers at any time after such changed or new Regulation is promulgated, by written notice of desire to renegotiate, such notice to contain the new prices or terms desired by Sellers. If the parties do not agree upon new prices or terms within thirty (30) days after Sellers give such notice, Sellers shall have the right to terminate the agreement at the end of the said thirty (30) day period. Any oil lifted during such thirty (30) day period shall be sold and purchased at the price and on the terms applying hereunder without any adjustment in respect of the new or changed Regulations concerned.
15. LIMITATION OF LIABILITY
(1) Neither party shall be liable for indirect, special or consequential damages.
(2) In case of quality being off specification or of failure to supply or of delay in supplying any quantity of oil for which Sellers are responsible, Buyers shall not be entitled to damages exceeding the agreed selling price for the oil under the agreement. Any claim in respect of the foregoing will only be considered by Sellers provided that a fully documented claim is received within one (1) year from the date of the occurrence.
16. ASSIGNMENT
(1) Either party shall, having obtained the prior written consent of the other party, have the right at any time to assign to another company all or part of the rights and obligations to sell and deliver or buy and receive the oil in accordance with the terms of the agreement. The assigning party shall remain responsible for the fulfilment of the terms and conditions of the agreement in accordance with paragraph (2) of this Clause 16.
(2) Any such assignment shall be effected by notice in writing from the assignor countersigned by the assignee to signify its acceptance of the obligations under the agreement. Upon the making of any such assignment, the assignor shall remain bound to perform or procure performance of the said obligations (as so accepted) by the assignee.
17. PRODUCT SAFETY DATA SHEET (PSDS)
In order to comply with UK regulations regarding the provision of health, safety and environmental information about the oil delivered hereunder to Buyers, Sellers’ current Product Safety Data Sheet for Products has been or shall be dispatched to Buyers by registered post to the office of Buyers as specified in the agreement. If Buyers transfer all or part of the oil to any other person(s), it is strongly recommended that Buyers pass on to such person(s) substantially the same health, safety and environmental information as has been provided to Buyers by Sellers.
Nothing herein shall relieve Buyers of their duties in relation to the safe and proper evaluation, storage, use, transport and disposal of the oil sold hereunder.
18. RECORDING OF CONVERSATIONS
Each party acknowledges and agrees to the tape or electronic recording of conversations between them, whether by one or other or both of them, and that any such recordings may be submitted in evidence in any proceedings relating to the agreement.
19. DEFINTIONS
For the purpose of the agreement the following terms shall have the following meanings, unless the context otherwise requires:
(1) “agreement” means these “General Terms and Conditions” (including Appendix A) as amended from time to time together with any form of agreement in which they are incorporated;
(2) “banking day” means a day when the banks in the specified place are open for the transaction of normal banking business;
(3) “barrel” means forty two (42) U.S. standard gallons of two hundred and thirty one (231) cubic inches at sixty (60) degrees Fahrenheit;
(4) “calendar” means a Gregorian calendar;
(5) “day” means a calendar day;
(6) “feedstock” means any hydrocarbon substance which is to be treated or blended in order to convert it into a commercially different substance, with the exception of crude oil;
(7) “metric ton” or “tonne” means a quantity equivalent to a mass of one thousand (1,000) kilograms;
(10) “petroleum product” means any hydrocarbon substance which is not a crude oil or a feedstock;
(11) “quarter” means a period of three (3) consecutive months beginning on 1st January or 1st April or 1st July or 1st October;
(12) “Sellers’ suppliers” means any body or person being a direct or indirect source of supply for Sellers;
(13) “Worldscale” means New Worldwide Tanker Nominal Freight Scale.
(14) “year” means a calendar year commencing on the 1st day of January and ending with the 31st day of December;
20. NOTICES
Unless otherwise specifically provided, all notices to be given hereunder by either party to the other shall be sufficiently given if in writing, by telex, cable or facsimile and delivered to the other party as follows:
By Buyers to Sellers at the office of Sellers at
…………………………………………..
By Sellers to Buyers at the office of Buyers as specified in the agreement.
IN CONSIDERATION of your paying for the cargo of ______________ U.S. Barrels/Metric Tons of (type of crude oil and/or product) ________________ which sailed from (Port) ________________ on (vessel and date) ___________________ loaded with such cargo when the (document) ____________________ for such cargo has not been delivered to you at the time payment is due under our contract dated _____________.
We hereby warrant to you that at the time property passed as specified under the terms of the above contract we had the right to sell the said cargo to you and we had unencumbered title to the said cargo.
We hereby irrevocably and unconditionally undertake to indemnify you and hold you harmless against any claim made against you by anyone as a result of breach by us of any of our warranties as set out above, and all loss, costs (including, but not limited to, costs as between attorney or solicitor and own client), damages, and expenses which you may suffer, incur or be put to which are not too remote as a result of our failure to deliver the above document(s) in accordance with the contract.
This indemnity shall terminate on delivery by us of the aforesaid document(s) and their acceptance by you.
This indemnity shall be governed by and construed in accordance with English law and all disputes, controversies or claims arising out of or in relation to this indemnity or the breach, termination or validity hereof shall be subject to the exclusive jurisdiction of the English courts.
Translation - Chinese 适用于成品油产品及原料(包括大宗润滑油)离岸价的
一般销售条款与条件
(ii) 该船只已为发生在范围和数量上不小于P&I 俱乐部国际集团制定之P&I俱乐部规则下适用范围和数量的成品油污染购买保险。
8. 装船条件
(1) 买方应尽可能按照卖方要求，就每一船只的装运和补给以及载明货物内容文件的目的港（English may be wrong here as the translation does not make sence – note by translator），提早给予卖方符合装货港规定的全面指示。卖方应运用合理努力，安排该指示得到执行，但他们没有义务安排执行一项不符合本协议任何明示或默示条款的指示。
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I am a native Chinese growing up in Beijing, China. I graduated from Beijing University of Aerenautics and Astronautics in 1982, majoring in English. In 1985 I entered Peking university for two years' study of International Business law. In 1991, I enrolled to National University of Singapore for 2 years' study of business administration. With these trainings, I became fully fledged in translating technical, legal and financial documents. Compared with someone who has no academic background in technology, law or finance, I've always been able to produce a high quality job to the full satisfaction of clients.
In the last two decades, I have been working as a full-time professional translator focusing on technical, legal and financial areas. I've translated numerous operating and maintenance manuals, company brochures, technical specifications, contracts and agreements,articles of associations, prospectuses, bid documents, annual reports, auditors reports,lawsuit materials, etc.
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