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1、CONTRACTFor the Supply ofLicense, Engineering & Technical ServicesFor100,000 metric tons per year ofEthylene-vinyl acetate/Low Density Polyethylene PlantbetweenJiangSu Sailboat Petrochemical Co. Ltd.andEquistar Chemicals, LPandTecnimont S.p.A, China, 2012TABLE OF CONTENTSTO BE ADDEDThis Contract is
2、made in , on by and among: JiangSu Sailboat Petrochemical Co. Ltd., a company organized and existing under the laws of the Peoples Republic of China and having its registered office at room 309, Comprehensive Hall, Xuwei New District, Lianyungang City (JSPCL); and Equistar Chemicals, LP, a company o
3、rganized and existing under the laws of Germany and having its registered office at 11530, Northlake Drive, Cincinnati, OH45249, Ohio, The United States of America (BASELL); and Tecnimont S.p.A., a company organized and existing under the laws of Italy and having its registered address at Via Gaetan
4、o De Castillia 6/A, 20124 Milan, Italy (TCM).WHEREASA. Basell controls technical information and intellectual property rights relating to the Lupotech A process for the production of homopolymers and has the right to grant rights and patent immunities with respect thereto.B. JSPCL wishes to receive
5、information relating to the Lupotech A process as well as to the homopolymers manufactured thereby and wishes to acquire from BASELL the right, including an immunity under the relevant patent rights and other intellectual property right of BASELL, to use such information for designing, erecting and
6、operating a plant in Lianyungang, China, manufacturing ethylene polymers therein and using or selling said ethylene polymers.C. BASELL is willing to disclose to JSPCL the said information and grant JSPCL the rights, including an immunity under the relevant rights of BASELL, to use the said informati
7、on for designing, erecting and operating the said plant in Lianyungang, China, manufacturing PRODUCTS therein and using or selling said PRODUCTS subject to the terms of this CONTRACT.D. JSPCL has requested TCM which is willing - to perform certain engineering studies and activities in coordination w
8、ith BASELL for the (extended) process design, under the terms and conditions set forth in this Contract.DEFINITIONSThe terms defined herein below shall for all purposes of this Contract have the meanings as specified.I. ACCEPTANCE shall mean the date on which one of the occurrence listed in Article
9、6.14 takes place.II. “BASELLs AFFILIATE” shall mean LyondellBasell Industries N.V., a company incorporated under the laws of the Netherlands and having its offices at Stationsplein 45, 3013AK Rotterdam, the Netherlands, and any company, other than BASELL, which is at the time in question directly or
10、 indirectly affiliated with LyondellBasell Industries N.V. For the purposes of this definition, a company is affiliated with LyondellBasell Industries N.V. if the latter holds, directly or indirectly, voting shares carrying more than 50 % (fifty per cent) of the votes exercisable at a general meetin
11、g (or its equivalent) of the company in question.III. BASIC DESIGN DOCUMENTS (BDD) shall mean the documents described in Appendix 6 and Attachment 6-1 of Appendix 6.IV. CONTRACT shall mean the present Contract between JSPCL, BASELL and TCM, including all the Appendices (and theirs attachments) liste
12、d below. For the purposes of the CONTRACT, in the Appendices (and relevant attachments) the term “Buyer” shall refer to JSPCL, the term “Licensor” shall refer to BASELL and the term “Seller” shall refer to TCM and/or BASELL as the case may be. Appendix 1Process DescriptionAppendix 2Design BasisAppen
13、dix 3Design Principles, Codes and StandardsAppendix 4Supply Scope of the SELLERAppendix 5 Supply Scope of the LICENSEEAppendix 6Project Schedule, Meetings, Design Division and Technical DeliverablesAppendix 7Control SystemAppendix 8Performance GuaranteeAppendix 9 Extent of Services and Treatment Con
14、dition of the Sellers Technical PersonnelAppendix 10Extent of Training and Treatment Condition for the LICENSEEs Technical PersonnelV. Appendix 11Draft of the Letter of CreditCONTRACT PLANT shall mean the industrial plant of 100 kt/y for the manufacture of PRODUCTS, based on 8,000 operating hours pe
15、r year as per Appendix 2 to be implemented by JSPCL in Lianyungang, Peoples Republic of China.VI. “CONTRACT PRICE” means the total price payable to TCM and BASELL, respectively, particulars of which are specified in Article 2 of this CONTRACT.VII. “CONTRACT PRODUCT” means PRODUCTS of the grades list
16、ed in Appendix 2 and produced with the PROCESS.VIII. COMPLETION OF ERECTION shall mean the date when all major items of equipment for the CONTRACT PLANT have been installed and when the installed piping and equipment has been pressure tested and tested for correct mechanical functioning and the CONTRACT PLANT is considered by JSPCL, T
