海外工程分包合同(英文)8

1、SUBCONTRACT AGREEMENTOfMTN TK PROJECTBetweenQQQQQQQQQQQQQQ LIMITEDAndGAMAL SAIDEWAZIRYSubcontract No:QQQQQ-MTN-TOWER-20210715Table of Contents TOC o 1-3 h z HYPERLINK l _Toc122250644 ARTICLE 1 DEFINITIONS PAGEREF _Toc122250644 h 3 HYPERLINK l _Toc122250645 ARTICLE 2 GENERAL PAGEREF _Toc122250645 h 5

2、 HYPERLINK l _Toc122250646 ARTICLE 3 PURCHASE ORDERS PAGEREF _Toc122250646 h 8 HYPERLINK l _Toc122250647 ARTICLE 4 VARIATION ORDERS PAGEREF _Toc122250647 h 9 HYPERLINK l _Toc122250648 ARTICLE 5 TIME SCHEDULE PAGEREF _Toc122250648 h 10 HYPERLINK l _Toc122250649 ARTICLE 6 PROJECT MANAGEMENT AND SUBCON

3、TRACTORS PERSONNEL PAGEREF _Toc122250649 h 10 HYPERLINK l _Toc122250650 ARTICLE 7 QUALITY ASSURANCE PAGEREF _Toc122250650 h 11 HYPERLINK l _Toc122250651 ARTICLE 8 WARRANTIES PAGEREF _Toc122250651 h 12 HYPERLINK l _Toc122250652 ARTICLE 9 CONTRACT PRICE PAGEREF _Toc122250652 h 13 HYPERLINK l _Toc12225

4、0653 ARTICLE 10 TAXES AND DUTIES PAGEREF _Toc122250653 h 14 HYPERLINK l _Toc122250654 ARTICLE 11 GUARANTEES PAGEREF _Toc122250654 h 14ARTICLE 12 INSURANCE REQUIREMENTS. 15 HYPERLINK l _Toc122250656 ARTICLE 13 MISTAKES IN INFORMATION PAGEREF _Toc122250656 h 15 HYPERLINK l _Toc122250657 ARTICLE 14 ACC

5、EPTANCE PROCEDURES PAGEREF _Toc122250657 h 16 HYPERLINK l _Toc122250658 ARTICLE 15 DELAYS, LIABILITY AND TERMINATION PAGEREF _Toc122250658 h 16 HYPERLINK l _Toc122250659 ARTICLE 16 FORCE MAJEURE PAGEREF _Toc122250659 h 18 HYPERLINK l _Toc122250660 ARTICLE 17 INTELLECTUAL PROPERTY RIGHTS AND CONFIDEN

6、TIALITY PAGEREF _Toc122250660 h 19 HYPERLINK l _Toc122250661 ARTICLE 18 EFFECTIVE DATE OF CONTRACT PAGEREF _Toc122250661 h 20 HYPERLINK l _Toc122250662 ARTICLE 19 FINAL PROVISIONS PAGEREF _Toc122250662 h 20SUBCONTRACTThis Subcontract is made and entered into 27st Apr. 2021 by and between Qqqqq Telec

7、ommunication Solution Co., Ltd (hereinafter referred to as “Qqqqqor 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(here

8、inafter referred to as “Subcontractor).WHEREASQqqqq 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

9、 desires to direct the performance of the Subcontracted 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

10、, the following words and phrases shall have the meanings as defined below. Word importing the singular only also include the Plural and vice versa where the context so requires. “Final Acceptance Certificate shall mean the document to be issued pursuant to Appendix 5 “Acceptance Procedure.“Prelimin

11、ary Acceptance Certificate shall mean the document to be issued pursuant to Appendix 5 “Acceptance Procedure.“Variation Order shall have the meaning set forth in Article 4.“Commissioning shall mean all activities related to the configuration of Equipment and Material to be ready to be connected to o

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

13、ion Orders issued pursuant to this Subcontract as well as any amendments that may subsequently be agreed upon between the Parties.“Day shall mean any calendar day including any Saturday, Sunday, bank- and public holiday.“Equipment shall mean hardware and software (together with the necessary softwar

14、e manuals and other equipment specific documentation) provided by Qqqqq and to be installed at Site. “Final Acceptance shall have the meaning set forth in Article 14.“Installation shall mean the installation of the Equipment and Material as further described in the respective installation manual.“In

15、tegration shall mean the activities necessary for the Equipment and material to be configured and connected to the system.“Material shall mean hardware and software (together with the necessary software manuals and other material specific documentation) provided by the Subcontractor and to be instal

16、led at Site including without separate itemization installation materials and consumables that are necessary for installation of Material.“Qqqqq Information shall mean Qqqqqs and/or the Clients technical, financial and commercial information and data relating to their respective businesses, finances

17、, 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, disks, diskettes, tapes,

18、marketing plans, client names and other technical, financial or commercial information and intellectual properties, whether in writing or other tangible or in oral form.“Party shall mean the Subcontractor and Qqqqq, respectively.“Permitting shall mean the obtaining of the necessary authorizations fr

19、om 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.“Purchase Order shall have the meaning set forth in Article 3.“Prices shall mean all

20、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; any item missing in the Prices shall be considered a

21、s 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.“Site shall mean each physical location where Equipment

22、and Material has been or will be installed.“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.“Site Owner shall mean the person(s) actually or potentially let

23、ting (or otherwise making available) the physical space for use as an installation Site for the system.“Site Ready shall mean the completion of Qqqqqs responsibilities with respect to the Site as stated in Appendix 3 “Scope of Works and verified pursuant to Appendix 5 “Acceptance Procedure.“Subcontr

24、acted 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 include installation material and consumables that are necessary for installation.“Sy

25、stem shall mean the CDMA system to be built and operated by the Client in Sudan“Time for completion shall mean the date or dates (as the case may be) specified in the Purchase Order and/or Variation Order when the Subcontractor has to meet specified target dates for the issuance of the Final Accepta

26、nce Certificate of the Subcontracted Works.“Working Day shall mean all Days except any Saturdays, Sundays, bank- and public holidays in the country where the Subcontracted Works shall be performed.“Works Ready shall mean the completion of the Subcontracted Works on an individual Site basis by the Su

27、bcontractor as stated in Appendix 5 “Acceptance Procedure, to enable the Parties to commence the acceptance procedure described in Article 12 for the respective Site.“Confidential Information shall include Qqqqq Information and any other information or material marked “Confidential, “Restricted or w

28、ith 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 under this Subcontract.ARTICLE 2 GENERALSubject to individual Purchase Orders submitted by Qqqqq, the Subcontractor sh

29、all, 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 the division of the responsibilities of the Parties in respect of the Subcontracted Works is contained in Appendix 3 “Scope

30、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 its discretion (and in accordance with Article 4 (Variation Orders), instruct the Subcontractor to purchase such Materials

31、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 terms available to Qqqqq and subcontractors only. Notwithstanding the aforementioned the Subcontractor shall be solely respon

32、sible for the supply of Materials.This Subcontract contains the entire understanding between the parties regarding the Subcontracted Works. All previous correspondence and documents exchanged between the Parties in respect of the Subcontracted Works prior to the signatory date of this Subcontract ar

33、e 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 Agreement. Accordingly, the Subcontractor shall take into account the purpose for which Subcontracted Works are intended and d

34、ates and other requirements for performance agreed between Qqqqq and Client.In addition to this Subcontract document, the following documents are hereby made part of this Subcontract:APPENDIX 1PRICING BOQ APPENDIX 2PAYMENT TERMSAPPENDIX 3SCOPE OF WORKSAPPENDIX 4PO&VO TEMPLATEAPPENDIX 5.1 COMPLETION

35、REPORT TEMPLATEAPPENDIX KICK OFF REPORT TEMPLATEAPPENDIX 6QUALITYIn case of any discrepancies, the priority of the documents shall be in accordance with the following sequence:Appendices to the Subcontract. Each Appendix shall prevail over the documents referenced in the said appendix,the text of th

36、is Subcontract,any other documents forming part of the Subcontract. Later made addenda and amendments alter the contents of this Subcontract only to the extent expressly agreed upon between the Parties; all other conditions shall always remain unchanged.The Subcontractor shall not use subcontractors

37、except Sudan subsidiary in the performance of the Subcontracted Works without the prior written consent of Qqqqq. In the event that Qqqqq gives consent, the Subcontractor shall, nevertheless, remain fully responsible for the proper fulfillment of all the obligations of the Subcontractors as set fort

38、h in this Subcontract.Without prejudice to Article 4 (Variation Orders), additions, deletions and other changes to the Subcontracted Works and this Subcontract require a written amendment of this Subcontract. All such Subcontract amendments, which will be numbered consecutively, shall be duly signed

39、 by authorized representatives of both Parties prior to effecting any of the changes therein contained.The Subcontractor shall, at its cost, obtain all work permits necessary for the performance of the Subcontracted Works and in order to comply with local laws, regulations and practices. However, wh

40、ere the Subcontractor, in addition to the aforementioned, is required to execute Permitting on behalf of either Qqqqq or the Client, then such Permitting shall be defined in Appendix 3 “Scope of Works. The Subcontractor shall carry out the Subcontracted Works with strict regard to safety and health

41、and shall always comply with the following requirements and regulations in force from time to time.Health and safety regulations;Regulations regarding hazardous substances, radio transmitting Equipment and Material,Any other Site specific safety regulations;Building regulations;Other statutory regul

42、ations; andAny Client and/or Qqqqq requirements pertaining to a particular Site.The Subcontractor shall have all 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 reques

43、t, be forwarded to Qqqqq.The Subcontractor shall at its cost train its employees and subcontractors with regard to the matters set forth in Article 2.6 above so as to ensure compliance with the said stipulations.The Subcontractor shall, when performing the Subcontracted Works, provide the tools and

44、equipments necessary to perform the Subcontracted Works at its own cost. In the event that the Parties 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 Wor

45、ks or in the appropriate Purchase Order. If no new site needed to be built within 5 days, the Subcontractor 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 d

46、amage to the tools from the date of receipt of the tools until the same has been returned to Qqqqq. Any 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.The Subcontractor shall be responsible for

47、any and all levies, duties, taxes and social security and other payments and obligations that are 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. The Subcontrac

48、tor has no authority to bind Qqqqq to any other agreement or obligation not been stated in this contract. The Subcontractor and Qqqqq are independentcontractors. All personnel furnished hereunder to provide Subcontracted Works are employees of Subcontractor, except as otherwise agreed by the Parties

49、, and are not Qqqqqs employees or agents. Notwithstanding anything to the contrary herein 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. Subcontracto

50、r has the exclusive right to hire, transfer, suspend, lay off, recall, promote and discipline its personnel.ARTICLE 3 PURCHASE ORDERSQqqqq 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

51、 Subcontractor for the supply of the Subcontracted Works in order to meet the actual 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 i

52、s always subject to the same being competitive in terms of pricing, timing, quality and other aspects of performance. Otherwise, Qqqqq will cancel Subcontractors share in this project at Qqqqqs own discretion according to Subcontractors poor performance.The Subcontractor shall only perform such Subc

53、ontracted Works that have been specified in a Purchase Order. No other Subcontracted 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, w

54、hether direct or indirect, that may accrue as a consequence thereof.The 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.The Subcontractor has no right to rejec

55、t any Purchase Order issued by Qqqqq under this Subcontract at a reasonable 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 w

56、orks or otherwise delay or cancel the works in the case of events under Article 16 ”Force Majeure. 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 perform

57、ed by others and the cost so arising shall be to the account 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 ORDERSThe Subcontractor acknowledges that Qqqqq and/or the Client may wish to effect chang

58、es to Qqqqqs undertakings under the Main Agreement and that 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

59、 of the Subcontracted Works that have been ordered by Qqqqq.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 su

60、ch a notice, and in any event within Three (3) Working Days, submit to Qqqqq: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 exe