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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
2、is made in ?, on ? by and among:? JiangSu Sailboat Petrochemical Co. Ltd., a company organized and existing under the laws of the People s Republic of China and having its registered office at room 309, Comprehensive Hall, Xuwei New District, Lianyungang City (JSPCL; and? Equistar Chemicals, LP, a c
3、ompany organized 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 Vi
4、a Gaetano De Castillia 6/A, 20124 Milan, Italy ( TCMWHEREASA. Basell controls technical information and intellectualproperty rightsrelating to theLupotech A processfor theproductionof homopolymers andhas the right to grant rights and patent immunities with respect thereto.B. JSPCL wishes toreceive i
5、nformationrelating to the Lupotech A process aswell as to the homopolymers manufacturedthereby and wishes toacquire fromBASELL 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 operat
6、inga 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 information for de
7、signing, 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 with BASEL
8、L 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 6.13 take
9、s place.II. BASELL s AFFILIATE”shall mean LyondellBasell IndustriesN.V., acompany incorporated under the laws of the Netherlands and having its offices at Stationsplein45, 3013AK Rotterdam, the Netherlands, and anycompany, other than BASELL, which is at the time in question directly or indirectly af
10、filiated with LyondellBasell Industries N.V. For the purposes of this definition, a company is affiliated with LyondellBasell IndustriesN.V. if the latter holds, directly or indirectly, voting shares carrying more than 50 % (fifty per cent) of the votes exercisable at a general meeting (or its equiv
11、alent) 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. CONTRACTshall mean the present Contract between JSPCL, BASELLand TCM, including all the Appendices (and theirs attachments) listed below. For the
12、purposes of the CONTRACT, in the Appendices (and relevant attachments) the term“Buyer shall refer to JSPCL, the termLicensor s hall refer toBASELL and the term “Seller ” shall refer to TCM and/or BASELL as the case may be.Appendix 1 Process DescriptionAppendix 2 Design BasisAppendix 3 Design Princip
13、les, Codes and StandardsAppendix 4 Supply Scope of the SELLERAppendix 5 Supply Scope of the LICENSEEAppendix 6 Project Schedule, Meetings, Design Division and TechnicalDeliverablesAppendix 7 Control SystemAppendix 8 Performance GuaranteeAppendix 9 Extent of Services and Treatment Condition of the Se
14、ller sTechnical PersonnelAppendix 10 Extent of Training and Treatment Condition for the LICENSEE sTechnical PersonnelV. Appendix 11 Draft of the Letter of CreditCONTRACT PLANT shall mean theindustrial plant of 100 kt/y for the manufacture of PRODUCTS, based on 8,000 operating hours per year as per A
15、ppendix 2 to be implemented by JSPCL in Lianyungang, People s Republic of China.VI. CONTRACPRICEmeans the total price payable to TCM and BASELL,respectively, particulars of which are specified in Article 1.4 of this CONTRACT.VII. CONTRACT PRODU CTneans PRODUCTS of the grades listed in Appendix 2 and
16、produced with the PROCESS.VIII. COMPLETIONOF 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 CONTRACTLANT is considered by JSPCL, TCM and BASEL
