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PART I PREAMBLE

Commencement Date Sub-Clause 1.1.1.

The date for commencement of the Works is 7 days after the Employer has informed the Contractor
that all the Conditions Precedent to Ccommencement stated in Sub-Clause 1.1.1 in Part II, Special
Conditions have been fulfilled.
The Employer Sub-Clause 1.1.12.

The Employer is: Metals & Engineering Corporation (METEC), a company incorporated in Ethiopia
and having its office at Addis Ababa, Lideta Sub City, Kebele House No 010, Ethiopia.
The Contractor The Contractor is: RUNH POWER CORPORATION LIMITED (RUNH), a company
incorporated in China and having its office at Yinfeng Fortune Plaza, No.1 Long’ao Xi Rd, Jinan,
China.
The Engineer Sub-Clause 1.1.15.

The Engineer is: to be nominated by the concerned parties.


Time for Completion of Sub-Clause 1.1.35.
Delivery

The Time for Completion of equipment delivery shall apply separately for each Shipment from the
Commencement Date up to the FOB, China Shanghai or the other available port, and delivery of
each Shipment as follows:. METEC shall make sure arrival of equipment to Project Site within 2
months from the date of dispatching of equipment from China port. Embedded parts shall be
delivered to site in accordance with Construction Schedule.
Delivery Schedule of 137.5MW Biomass Power Plant
Description (Under FOB) Equipments Cargo items
Engineering design
 Design review/modification
 Primary design finish review
Zero Batch  Detailed construction design
finish
 Equipment manufacturing design
 As-built

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The cargo shall be delivered to China sea
The first batch port in the 6th 5th month dated on the  
effective date of contract.
The cargo shall be delivered to China sea  
The second batch port in the 8th month dated on the  
effective date of contract.  
The cargo shall be delivered to China sea
The third batch port in the 10th month dated on the
effective date of contract.
The cargo shall be delivered to China sea
The fourth batch port in the 12th month dated on the  
effective date of contract.
The cargo shall be delivered to China sea  
The fifth batch port in the 14th month dated on the  
effective date of contract.  

Ruling Language
The version in English language (ruling language) shall prevail.
Day to Day Sub-Clause 5.2
Communications
Furnished

Electricity Water,Gas and Other


Services

The language for day to day communications is English.


Sub-Clause 14.3.
All the site offices are fully finished, equipped with A/C, electricity,
lavatories, etc.

Working Hours

Operators, water and in general all consumables for testing & commissioning on the Site are
provided by the Employer free of charge.
Sub-Clause 18.3.
The normal working hours are in accordance with the local labor law.

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Delay in Completion Sub-Clause 27.1.

Failure to meet the Time for Completion entitles the EMPLOYER and CONTRACTOR to reduction in
Contract Price as follows:

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If CONTRACTOR fails to deliver Products to End User/EMPLOYER in the agreed delivery schedule,
End User/EMPLOYER is entitled to charge penalty from CONTRACTOR starting from the second day
after the shipment date committed, and the penalty will be calculated at: 0.06% of the amount of
undelivered products × late delivery days. If CONTRACTOR fails to deliver the products after more
than 180 days, End User/EMPLOYER is entitled to terminate the whole or part of this Contract, and
End User/EMPLOYER is entitled to claim damages for any damages suffered due to such delay
delivery.
The total amount of all kinds of penalties in aggregate paid by CONTRACTOR under this Contract
should not be more than 5% of the Total Contract Value.
If the CONTRACTOR violates the contract, and leads to loss to the end user / EMPLOYER, the end
user / EMPLOYER has the right to request the CONTRACTOR to bear obliged compensation
responsibility. However, the compensation borne by the CONTRACTOR is limited to the end user /
EMPLOYER’s direct loss, and the accumulated compensation amount shall not exceed the total value
of the contract.
If EMPLOYER/End User fails to make payment according to the Contract, CONTRACTOR is entitled to
suspend the delivery and to collect late payment fees from EMPLOYER/End User from the date of
such overdue, and the late payment fees should be calculated at: 0.06 % of overdue contract price ×
overdue days. The late payment penalty is capped at 5% of the Total Contract Value.
If the EMPLOYER delays the payment beyond 90days, the CONTRACTOR is entitled to terminate the
contract, and demand the EMPLOYER to bear the liability for breach of contract. If the liquidated
damages are not enough to pay for the CONTRACTOR’s loss, the EMPLOYER should pay for as actual
loss.
If the EMPLOYER delays the project schedule such as civil work delay, shipment delay and all the
related works etc within the scope of the EMPLOYER, the CONTRACTOR bears no responsibility and
the project schedule shall be extended accordingly based on the written form. And the EMPLOYER
shall undertake to pay for all the expenses that incurred or may be incurred by the CONTRAETOR
due to such delay caused by the Employer.

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Payment of Damages

EMPLOYER/End User’s damages under this Contract will not exceed the amount of any actual direct
damages of the CONTRACTOR/Service Provider up to the Total Contract Value.
If the innocent party requests payment of penalty or damages in pursuant to the above provisions,
the breaching party shall pay it within 60 business days from the date of
receiving such notice.
Terms of Payment Sub-Clause 33.1.

In addition to the provisions under Clause 33, the terms of payment shall be as stated in Annex B
[Payment Terms].
The Contract Price for Contractor's services on Site is based on the timing and duration of services
set out in the Preliminary Schedule. The revision of the Contract Price for delayed services and the
rates at which the Employer shall pay for services on Site beyond the duration provided in the
Preliminary Schedule shall be as stated in Annex D [Project Implementation Schedule].
Payment in Foreign Sub-Clause 35.1.
Currencies

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Payment in foreign currencies shall be arranged through irrevocable Letter of Credit by acceptance
at 730 daysat sight in a form agreed between the Employer and the
Contractor.
Rates of Exchange

Sub-Clause 35.3.
The rates of exchange for the purpose of the Contract are:
Not applicable as the payments will be made in the currencies of the
Contract Price.
Provisional Sums
Maximum Liability

Sub-Clause 42.2.
The maximum liability of the Contractor to the Employer shall be equal to the Contract Price of the
relevant system.
Insurance of Works Sub-Clause 43. 1.

All the delivery terms is under FOB, and the EMPLOYER is responsible for the follows:
To undertake the transportation fee and insurance fee from FOB China Shanghai sea port up to
project site in F.D.R of Ethiopia.
To apply and obtain all necessary licenses for local construction, coordinate with local power
authority & government and bear all applicable taxes & duties, construction insurance,
inspection and related charges happened in Ethiopia.
To handle Ethiopia inland and sea transportation, insurance, custom clearance etc.

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Payment on Termination Sub-Clause 46.3.
For Employer's Default

The additional amount payable by the Employer on termination


shall not exceed: 5% of Contract Price of the total contract price.
Labour, Materials and Sub-Clause 47. 1.
Transport

The method of calculating adjustments for changes in costs shall be:


As stated in contract price.
Notices to Employer and Sub-Clause 49.2.
Engineer

The address of the Employer for notices is:


Metals & Engineering Corporation, a company incorporated in Ethiopia and having its office at Addis
Ababa, Lideta Sub City, Kebele House No 010, Ethiopia.
The address of the Engineer for notices is:
No.3966 East Erhuan Road, Jinan, 250100, P.R.CHINA.
Applicable Law

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Sub-Clause 51.1.
The applicable law is in accordance with the laws in Ethiopia, with the exception of its conflict of law
provisions.
Procedural Law for Sub-Clause 51.2.
Arbitration

Any disputes arising out of this Contract or related to this Contract shall first be solved by both
Parties through friendly negotiation based on the EMPLOYER’s and the CONTRACTOR’s sincere
cooperation.
If the same cannot be settled by negotiation, either Party is entitled to file an arbitration to the
Singapore International Arbitration Centre, and according to the arbitration rules to conduct the
arbitration. The arbitration award by the commission shall be final and
binding upon both parties. And the arbitration fee shall be borne by the
losing party.
Language and Place of
Arbitration

Sub-Clause 51.3.
The language of arbitration is English.
The place and seat of arbitration is Singapore.

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