国际商事合同笔记 第二章Part2定义条款



In the Contract (as defined below) the words and expressions defined below shall have the meanings assigned to them, except where the context requires otherwise: (in alphabetic order)



Persons or parties shall include firms and corporations and any organization having legal capacity. The singular also shall include the plural and vice versa where the context requires.



1.1  “Buyer” means XX Co., Ltd., a corporation organized and existing under the laws of the People’s Republic of China.



1.2  “Common Technical Specification” means the specifications commonly applicable to each sector of the integrated iron and steel plant of YYl Co., Ltd. (hereinafter referred to as the “End User”), which shall be provided by the Buyer to the Seller and shall be incorporated into, and made binding as an integral part of the Contract, except as otherwise agreed by both parties.



1.3  “Contract” means the contract to be entered into and executed by and between the Buyer and the Seller for the execution of the work hereunder, together with the Annexes, the Contract Specifications, the Common Technical Specification and all documents to which reference has been made herein and therein, including such amendments, supplements and /or changes (properly made from time to time by mutual agreement between the parties) to the documents constituting this Contract.



1.4  “Contract Price” means the total amount to be paid by the Buyer to the Seller under Article 4 hereof, which shall be subject to any valid adjustments made through the application of the relevant provisions hereof.



1.5  “Contract Specifications” means Contract Specifications and its addenda and/or amendments thereto agreed upon in writing by both parties hereto, all of which shall be incorporated into, and made binding as an integral part of the Contract.



1.6  “Day” and “Month” mean a calendar day and month respectively according to the Gregorian Calendar.



1.7  “Delivery Certificate” means the certificate to be issued by the Buyer when the Delivery to Site is made in accordance with Article 8.1 hereof.



1.8  “Delivery at Site” means any delivery on board at the Site at the disposal of the Buyer. In this case, all the risks and costs including duties, taxes and other charges arising before the delivery point shall be borne by the Seller.



1.9  “Effective Date” means the date on which all the conditions described in Article 2 hereof have been satisfied.



1.10 “Engineer” means the person designated by the Buyer as engineer, with notification of such designation being sent to the Seller, for the purpose of the inspection and testing stipulated in Article 13 hereof, or in absence of such notification, the word Engineer means the Buyer or its duly authorized representatives.



1.11 “Equipment” means all the machinery, equipment, apparatus, instruments, spare parts and materials and all other items which the Seller shall supply under the Contract in order to build and operate the Plant as contemplated by the Contract.



1.12 “Erection Equipment” means such tools, tackles, stores and other goods and things as are required at the Site for the satisfactory erection of the Plant and not for the permanent incorporation into the Plant.



1.13 “Facility means the facility or the equipment to be designed, engineered, supplied, constructed, installed, equipped and operated in the premise of the End User, pursuant to the Contract.



1.14 “Final Acceptance Test” and “Final Acceptance Certificate” have the meanings ascribed to them under the Contract and the Contract Specifications.



1.15 “Final Shipment” is deemed to be made on the date of the Delivery Certificate for the last shipment of the Equipment as stated in the relevant delivery schedule.



1.16 “Operating Unit” means each of the units of the Plant, which shall be subject to the performance test described in Article 14 hereof.



1.17 “Performance Bond”, “Warranty Bond” and “Refund Bond” mean the bonds to be provided to the Buyer in accordance with Article 17 hereof.



1.18 “Plant ” means the plant or the facility to be designed, engineered, supplied, constructed, installed, equipped and operated in the premises of the End User, pursuant to the Contract.



1.19 “Preliminary Acceptance Test” and “Preliminary Acceptance Certificate” shall have the respective meanings ascribed to them under the Contract and the Contract Specifications.



1.20 “Seller” means any person or organization to which the Contract has been awarded by the Buyer.



1.21 “Site” means the place where the Facility is to be constructed as specified in the Contract Specifications.



1.22 “Subcontractor” means any person other than the Seller to whom any part of the Seller’s obligations has been subcontracted by the Seller and the legal representatives, successors and assignees of such person.



1.23 “Supervising Services” means the services to be performed by the Supervisors hereunder in accordance with Article 6 hereof.



1.24 “Supervisors” means the persons authorized by the Seller to perform the Seller’s obligations regarding the Supervising Services under the Contract.



1.25 “Target Date” means (DATE), the day on which, in accordance with the construction schedule, the Plant is to be put into operation as defined in the Contract Specifications.

预定日期,即      是指根据施工进度表,整厂设备投入使用的日期,在技术合同中有详细说明。


1.26 “Unit of Supply” means each item of the Facility established for price break-down and delivery schedule purposes as described in Annex A attached hereto.



1.27 “Warranty Period” means the period as defined in Article 16.2 hereof.



博主小雪出沒於魔都,目前工作是後端程序員,喜歡旅遊,特別是文化歷史遺跡和博物館,一生所愛日本彩虹樂隊 ( L'Arc-en-Ciel) ,家有橘貓朵朵一隻。