海外工程分包合同英文8

1、SUBCONTRACT AGREEMENTOfMTN TK PROJECTBetweenQQQQQQQQQQQQQQ LIMITEDAndGAMAL SAIDEWAZIRYSubcontract No:QQQQQ-MTN-TOWER-20100715Table of ContentsARTICLE 1 DEFINITIONS3ARTICLE 2 GENERAL5ARTICLE 3 PURCHASE ORDERS8ARTICLE 4 VARIATION ORDERS9ARTICLE 5 TIME SCHEDULE10ARTICLE 6 PROJECT MANAGEMENT AND SUBCONT

2、RACTORS PERSONNEL10ARTICLE 7 QUALITY ASSURANCE11ARTICLE 8 WARRANTIES12ARTICLE 9 CONTRACT PRICE13ARTICLE 10 TAXES AND DUTIES14ARTICLE 11 GUARANTEES14ARTICLE 12 INSURANCE REQUIREMENTS. 15ARTICLE 13 MISTAKES IN INFORMATION15ARTICLE 14 ACCEPTANCE PROCEDURES16ARTICLE 15 DELAYS, LIABILITY AND TERMINATION1

3、6ARTICLE 16 FORCE MAJEURE18ARTICLE 17 INTELLECTUAL PROPERTY RIGHTS AND CONFIDENTIALITY19ARTICLE 18 EFFECTIVE DATE OF CONTRACT20ARTICLE 19 FINAL PROVISIONS20SUBCONTRACTThis Subcontract is made and entered into 27st Apr. 2009 by and between Qqqqq Telecommunication Solution Co., Ltd (hereinafter referr

4、ed to as “Qqqqq”or contractor),having its principal office at House NO.217 Block 22 ELTAIF Khartoum.AndGAMAL SAIDEWAZIRY an entity existing under the laws of Sudan having its principal office at Khartoum Kalakla-Abu Adam-mayo street Nobatia block(hereinafter referred to as “Subcontractor”).WHEREASQq

5、qqq and PHASE G (hereinafter referred to as “Client”) have entered into a supply agreement (hereinafter referred to as “Main Agreement”) for the supply by Qqqqq of TK services for the network to be built and operated by the Client in Sudan. WHEREAS Qqqqq desires to direct the performance of the Subc

6、ontracted Works to the Subcontractor and the Subcontractor desires to perform such Subcontracted Works on the terms and conditions laid down below.NOW, THEREFORE THE PARTIES HERETO HEREBY AGREE AS FOLLOWS:ARTICLE 1 DEFINITIONSExcept as otherwise provided, the following words and phrases shall have t

7、he meanings as defined below. Word importing the singular only also include the Plural and vice versa where the context so requires. 1.1 “Final Acceptance Certificate” shall mean the document to be issued pursuant to Appendix 5 “Acceptance Procedure”.1.2 “Preliminary Acceptance Certificate” shall me

8、an the document to be issued pursuant to Appendix 5 “Acceptance Procedure”.1.3 “Variation Order” shall have the meaning set forth in Article 4.1.4 “Commissioning” shall mean all activities related to the configuration of Equipment and Material to be ready to be connected to other Equipment and Mater

9、ial, includes testing of a piece of Equipment and Material isolated from others.1.5 “Preliminary Acceptance” shall have the meaning set forth in Appendix 5”Acceptance Procedure”.1.6 “Subcontract” shall mean this Subcontract and all its appendices including any Purchase Orders and Variation Orders is

10、sued pursuant to this Subcontract as well as any amendments that may subsequently be agreed upon between the Parties.1.7 “Day” shall mean any calendar day including any Saturday, Sunday, bank- and public holiday.1.8 “Equipment” shall mean hardware and software (together with the necessary software m

11、anuals and other equipment specific documentation) provided by Qqqqq and to be installed at Site.1.9 “Final Acceptance” shall have the meaning set forth in Article 14.1.10 “Installation” shall mean the installation of the Equipment and Material as further described in the respective installation man

12、ual.1.11 “Integration” shall mean the activities necessary for the Equipment and material to be configured and connected to the system.1.12 “Material” shall mean hardware and software (together with the necessary software manuals and other material specific documentation) provided by the Subcontract

13、or and to be installed at Site including without separate itemization installation materials and consumables that are necessary for installation of Material.1.13 “Qqqqq Information” shall mean Qqqqqs and/or the Clients technical, financial and commercial information and data relating to their respec

14、tive businesses, finances, planning, facilities, products, techniques and processes and shall include, but is not limited to, discoveries, ideas, concepts, know-how, techniques, designs, specifications, drawings, blueprints, tracings, diagrams, models, samples, flow charts, data, computer programs,

15、disks, diskettes, tapes, marketing plans, client names and other technical, financial or commercial information and intellectual properties, whether in writing or other tangible or in oral form.1.14 “Party” shall mean the Subcontractor and Qqqqq, respectively.1.15 “Permitting” shall mean the obtaini

16、ng of the necessary authorizations from public (national and local) authorities for the deployment of the system (or a part thereof), including but not limited to permits required for Site constructions as further defined in Appendix 3 “Scope of Works”.1.16 “Purchase Order” shall have the meaning se

17、t forth in Article 3.1.17 “Prices” shall mean all the unit prices as listed Appendix 1, and any other prices as may be agreed by both Parties in writing as Addendum hereto. The Prices shall be considered as including all items of work and material necessary for the performance of the Subcontract; an

18、y item missing in the Prices shall be considered as included in one or more items listed. The Prices shall be firm during the whole contract period, without relating to the variation of prices of raw materials or parts, salaries or wages, the fluctuation of exchange rates or any other factors.1.18 “

19、Site” shall mean each physical location where Equipment and Material has been or will be installed.1.19 “Site Acquisition” shall mean all activities related to the rental, purchase or other arrangement providing use of a physical location as a Site as further defined in Appendix 3 “Scope of Works”.1

20、.20 “Site Owner” shall mean the person(s) actually or potentially letting (or otherwise making available) the physical space for use as an installation Site for the system.1.21 “Site Ready” shall mean the completion of Qqqqqs responsibilities with respect to the Site as stated in Appendix 3 “Scope o

21、f Works” and verified pursuant to Appendix 5 “Acceptance Procedure”.1.22 “Subcontracted Works” shall mean the services and Material itemized in Appendix 3 “Scope of Works” which shall be performed and delivered by the Subcontractor subject to individual Purchase Orders submitted by Qqqqq and shall i

22、nclude installation material and consumables that are necessary for installation.1.23 “System” shall mean the CDMA system to be built and operated by the Client in Sudan1.24 “Time for completion” shall mean the date or dates (as the case may be) specified in the Purchase Order and/or Variation Order

23、 when the Subcontractor has to meet specified target dates for the issuance of the Final Acceptance Certificate of the Subcontracted Works.1.25 “Working Day” shall mean all Days except any Saturdays, Sundays, bank- and public holidays in the country where the Subcontracted Works shall be performed.1

24、.26 “Works Ready” shall mean the completion of the Subcontracted Works on an individual Site basis by the Subcontractor as stated in Appendix 5 “Acceptance Procedure”, to enable the Parties to commence the acceptance procedure described in Article 12 for the respective Site.1.27 “Confidential Inform

25、ation” shall include Qqqqq Information and any other information or material marked “Confidential”, “Restricted” or with such other restrictive legend; or any other form of information disclosed which may be reasonably construed to be confidential which either Party may disclose to the other Party u

26、nder this Subcontract.ARTICLE 2 GENERAL2.1 Subject to individual Purchase Orders submitted by Qqqqq, the Subcontractor shall, to the extent ordered, perform and deliver (as the case may be) the Subcontracted Works described in Appendix 3 “Scope of Works” attached hereto. A detailed description of th

27、e division of the responsibilities of the Parties in respect of the Subcontracted Works is contained in Appendix 3 “Scope of Works” attached hereto.All Materials to be provided by the Subcontractor shall meet the specifications set out in Appendix 6 if not otherwise agreed in writing. Qqqqq may, at

28、its discretion (and in accordance with Article 4 (Variation Orders), instruct the Subcontractor to purchase such Materials from a particular supplier. The Subcontractor shall refrain from selling Materials purchased from such supplier to third parties provided that such Materials are purchased on te

29、rms available to Qqqqq and subcontractors only. Notwithstanding the aforementioned the Subcontractor shall be solely responsible for the supply of Materials.This Subcontract contains the entire understanding between the parties regarding the Subcontracted Works. All previous correspondence and docum

30、ents exchanged between the Parties in respect of the Subcontracted Works prior to the signatory date of this Subcontract are superseded by this Subcontract.Both Parties acknowledge that the Subcontracted Works are an integral part of the works being provided by Qqqqq to the Client under the Main Agr

31、eement. Accordingly, the Subcontractor shall take into account the purpose for which Subcontracted Works are intended and dates and other requirements for performance agreed between Qqqqq and Client.2.2 In addition to this Subcontract document, the following documents are hereby made part of this Su

32、bcontract:APPENDIX 1PRICING BOQ APPENDIX 2PAYMENT TERMSAPPENDIX 3SCOPE OF WORKSAPPENDIX 4PO&VO TEMPLATEAPPENDIX 5.1 COMPLETION REPORT TEMPLATEAPPENDIX 5.2 KICK OFF REPORT TEMPLATEAPPENDIX 6QUALITY2.3 In case of any discrepancies, the priority of the documents shall be in accordance with the followin

33、g sequence:(a) Appendices to the Subcontract. Each Appendix shall prevail over the documents referenced in the said appendix,(b) the text of this Subcontract,(c) any other documents forming part of the Subcontract. Later made addenda and amendments alter the contents of this Subcontract only to the

34、extent expressly agreed upon between the Parties; all other conditions shall always remain unchanged.2.4 The Subcontractor shall not use subcontractors（except Sudan subsidiary） in the performance of the Subcontracted Works without the prior written consent of Qqqqq. In the event that Qqqqq gives con

35、sent, the Subcontractor shall, nevertheless, remain fully responsible for the proper fulfillment of all the obligations of the Subcontractors as set forth in this Subcontract.2.5 Without prejudice to Article 4 (Variation Orders), additions, deletions and other changes to the Subcontracted Works and

36、this Subcontract require a written amendment of this Subcontract. All such Subcontract amendments, which will be numbered consecutively, shall be duly signed by authorized representatives of both Parties prior to effecting any of the changes therein contained.2.6 The Subcontractor shall, at its cost

37、, obtain all work permits necessary for the performance of the Subcontracted Works and in order to comply with local laws, regulations and practices. However, where the Subcontractor, in addition to the aforementioned, is required to execute Permitting on behalf of either Qqqqq or the Client, then s

38、uch Permitting shall be defined in Appendix 3 “Scope of Works”. 2.7 The Subcontractor shall carry out the Subcontracted Works with strict regard to safety and health and shall always comply with the following requirements and regulations in force from time to time.(a) Health and safety regulations;(

39、b) Regulations regarding hazardous substances, radio transmitting Equipment and Material,(c) Any other Site specific safety regulations;(d) Building regulations;(e) Other statutory regulations; and(f) Any Client and/or Qqqqq requirements pertaining to a particular Site.The Subcontractor shall have a

40、ll necessary health and safety certificates as required by law or any other applicable regulations or as reasonably required by Qqqqq. Copies of said certificates shall, promptly upon request, be forwarded to Qqqqq.2.8 The Subcontractor shall at its cost train its employees and subcontractors with r

41、egard to the matters set forth in Article 2.6 above so as to ensure compliance with the said stipulations.2.9 The Subcontractor shall, when performing the Subcontracted Works, provide the tools and equipments necessary to perform the Subcontracted Works at its own cost. In the event that the Parties

42、 have agreed that Qqqqq shall provide the Subcontractor with any tools or other items (for example Tower template) on a temporary basis, then such tools shall be recorded in Appendix 3 “Scope of Works” or in the appropriate Purchase Order. If no new site needed to be built within 5 days, the Subcont

43、ractor shall return the tools to Qqqqqs warehouse. Otherwise, the Subcontractor shall bring the tools to the site which is waiting for construction. The Subcontractor shall bear all risk of loss or damage to the tools from the date of receipt of the tools until the same has been returned to Qqqqq. A

44、ny costs arising from the use of said tools shall be paid by the Subcontractor unless specifically agreed by both Parties to be the responsibility of Qqqqq.2.10 The Subcontractor shall be responsible for any and all levies, duties, taxes and social security and other payments and obligations that ar

45、e imposed by any government or other authorized agency on account of the performance of the Subcontracted Works and with respect to any taxable income of the Subcontractor or its employees. 2.11 The Subcontractor has no authority to bind Qqqqq to any other agreement or obligation not been stated in

46、this contract. 2.12 The Subcontractor and Qqqqq are independent contractors. All personnel furnished hereunder to provide Subcontracted Works are employees of Subcontractor, except as otherwise agreed by the Parties, and are not Qqqqqs employees or agents. Notwithstanding anything to the contrary he

47、rein the Subcontractor shall have exclusive control over its personnel, its labor and employee relationships and its policies related to wages, hours, working conditions and other employment conditions. Subcontractor has the exclusive right to hire, transfer, suspend, lay off, recall, promote and di

48、scipline its personnel.ARTICLE 3 PURCHASE ORDERS3.1 Qqqqq will from time to time, in accordance with Appendix 4 “Purchase Order template” submit Purchase Orders on Site basis or as otherwise agreed by both Parties to the Subcontractor for the supply of the Subcontracted Works in order to meet the ac

49、tual needs of Qqqqq. However, Qqqqq shall be under no obligation to submit Purchase Orders to the Subcontractor. It is recognized by the Subcontractor that the ordering of the Subcontracted Works from the Subcontractor is always subject to the same being competitive in terms of pricing, timing, qual

50、ity and other aspects of performance. Otherwise, Qqqqq will cancel Subcontractors share in this project at Qqqqqs own discretion according to Subcontractors poor performance.3.2 The Subcontractor shall only perform such Subcontracted Works that have been specified in a Purchase Order. No other Subco

51、ntracted Works shall be performed by the Subcontractor without a written requirement of Qqqqq and Qqqqq will not compensate the Subcontractor for the performance of any such Subcontracted Works or bear any cost or expense, whether direct or indirect, that may accrue as a consequence thereof.3.3 The

52、Subcontractor shall not make any changes or otherwise vary or alter any part of the Subcontracted Works or any of the Material that is delivered as part thereof or which is subject thereto.3.4 The Subcontractor has no right to reject any Purchase Order issued by Qqqqq under this Subcontract at a rea

53、sonable basis.（Consider putting it this way: The Subcontractor will accept any and all Purchase Orders issued by Qqqqq under this Subcontract which is reasonable.）This clause shall not limit the ability of the Parties to suspend the works or otherwise delay or cancel the works in the case of events

54、under Article 16 ”Force Majeure”. 3.5 If Subcontractor refuses to accept POs issued by Qqqqq at reasonable basis, then Qqqqq may, at its option and in addition to its other rights under this Subcontract, take action to have the POs performed by others and the cost so arising shall be to the account

55、of the Subcontractor who refused to accept POs, which amount may be deducted from any sums payable by Qqqqq to the Subcontractor.ARTICLE 4 VARIATION ORDERS4.1 The Subcontractor acknowledges that Qqqqq and/or the Client may wish to effect changes to Qqqqqs undertakings under the Main Agreement and th

56、at changes to the Subcontracted Works may be called for as a result of such change. Consequently Qqqqq may by submitting a Variation Order to the Subcontractor instruct the Subcontractor to alter, amend, omit, add or to otherwise vary any part of the Subcontracted Works that have been ordered by Qqq

57、qq.4.2 Qqqqq shall prior to the submission of a Variation Order under Article 4.1 notify the Subcontractor of the nature and content of the changes that Qqqqq plans to implement. The Subcontractor shall as soon as possible after having received such a notice, and in any event within Three (3) Workin

58、g Days, submit to Qqqqq:(a) A description of the work, if any, that needs to be performed and Materials that need to be delivered in addition to the Subcontracted Works that have been ordered under the relevant Purchase Order and a program for its execution;(b) the Subcontractors proposals for any necessary modifications to the Time for Completion or to any of the Subcontractors obligations under the Subcontract; and(c) The Subcontractors proposal for any adjustment to the agreed value of the relevant Purchase