FIDIC合同特别条款(ENGLISH)

Sub- Clause 13.7 - Contract Price and Payment - Payment.

Delete the two occurrences of“56”in this clause and replace with“60”．

The payment countTy referred to in this clause is the People's REepublic of China and the nominated bank shall be in Shanghai．

Sub-Clause 13.8 - Delayed Payment

The Financing charges referred to In this clause shall be calculated using the annual rate of the standard borrowing rate of the central bank of China．

Sub-Clause 14.2 - Variations - Vlaue Engineering

add the following paragraph to the end of the sub－clause：

“In calculating the adjustment to the Contract Price In such a proposal the Contractor shall apportion to the benefit of the Employer that percentage of any saving（if any）resulting from the proposed variation as is stated in the Appendix to Tender．”

Sub-Clause 14.3 - Variations - Variation Procedure

Add at the end of the Sub－clause after“under Sub－clause 14.2 if applicable”：

“and may，at his discretion，have reference to the rates and prices In the Bill of Quantllles contained in Schedule l.

Insert a final paragraph as follows：

“Where a variation, or an element of a variation provides for the Contractor to substitute one purchased item（or sub-contract work package）for another where there is no difference In cost other than in the purchase price，programme or any associated risk to the Contractor in using the substituted item（or sub-contract work package）then，for the avoidance of doubt，the valuation of that variation（or element of variation）shall be the difference in purchase price between the two items（or sub-contlact work packages）which would normally be demonstrated to the Employer through evidence of quotations properly sought and received by the Contractor.

Sub-Clause 14.5 – Provisional Sums

Add the following new paragraph:

“（c）Work to be executed on a Dayworks basis for which payment will be made as follows：The Employer's Representative may，If in his opinion It Is necessary or desirable，issue an instruction that any varied work shall be executed on a Daywork basis．The Contraclor shall then be paid for such work under the terms set－out In the Daywork schedule included in Schedule 5.

The Contractor shall furnish the Employer's Representative such receipts or other vouchers as may

be necessary to prove the amounts paid and，before ordering materials，shall submit to the Employer's Representative quotations for the same for approval．

In respect of such of the Works executed on a Daywork basis , the Contractor shall , during the continuance of such work , deliver each day to the Employer's Representative an exact list in duplicate of the names , occupation and time of all workmen employed on such work and a statemnet, also in duplicate, showing the descriptions and quantity of all materials and Contractors Equipment used thereon or therefore other then the Contractors Equipment which is included in the precentage addition in accordance with such Daymwork schedule.One copy of each list and statement will, if correct, or when agreed,besigned by the Employer's Representative and returned to the Contractor.

At the end of each month the Contractor shall deliver to the Employer's Representative a priced statement of the labour materials and Contractor's Equipment , except as aforesaid , used and the Contractor shall not be entitled to any payment unless such lists and statements have been fully and punctually rendered.Provided always that if the Employer's Representative considers that for any reasons the sending of such lists or statements by the Contractor , in accordance with the foregoing provision, was impracticable he shall nevertheless be entitled to authorise payment ofr such work, either as Daywork, on being satisfied as to the time employed and the labour materials and contractors Equipment usedon such, or at such value therefore as shall, in his opinion be fair and reasonable."

Sub-Clause 15.2 - Default of Contractor - Termination

Delete sub－clause 15.2（d）in its entirety and replace with the following：

“（d）becomes bankrupt，or is the subject of procceedings for liquidation ofr dissolution, or ceases to carry on business, or becomes unable to pay its debts as they become due,"

Sub-Clause 16.2 - Default of Employer - Termination

Delete sub－clause 16.2（b）in its entirety and replace with the following：

“（b）becomes bankrupt, or is the subject of proceedings for liquidation or dissolution, or ceases to carry on business, or becomes unable to pay its debts as they become due,"

Sub-Clause 17.6 - Risk and Responsiblity - Limitation of Liability

Insert at the beginning of the first sentence in the first paragraph the following "Without prejudice to the Contractor';s liablity under Sub-Clause 8.6 the" and Delete "The"

Sub-Clause 18.2 - Insurance for Works and Contractor's Equipment

Delete this Sub－Clause in ifs entirely and replace with：

“The Employer shall Insure the Construction Documents；Plant，Materials and Works in the

joint names of the Employer, the Contractor and Suibcontractors in accordance with ethe form of policy attached in Schedule 13.

The Contrad shall take out such additional insurance as he may require and as may be legally required"

Sub-Clause 18.3 - Insurance against Injury to Persons and Damage to Property

Delete this Sub-Clause in its entirety and replace with：

“The Employer shall insure the Construction Documents, Plant,Materials and Works in the joint names of the Emyloyer,the Contractor and Subcontractors in accordance with the form of policy attached in Schedule 13．

The Contract shall take out such additional insurance as he may require and as may be legally required”

Sub-Clause 20 - Claims Disputes and Arbitration

Delete sub-clauses 20.3，20.4，20.5，20.6，20.7 and 20.8．Any references in the Contract to these clauses shall be deemed to be references to the relevant section of the amended Clause 20.

Insert new Sub-Clause 20.3 - Amicable Settlement and Arbitration

“（a）Except as is otherwise provided in herein any dispute or difference arising between the parties in respect of this Contract shall be finally settled under the Rules of Conciliation and Arbitration of the International Chamber of Commerce by three arbitrators appointed under such rules．The decision of the arbitrator shall be final and binding upon the parties．

(b) Any such arbitration shall take place in Geneva and the proceedings shall be conducted

in the English language．

（c）Performance of this Contract shall not stop during any arbitration proceeding

(d) Notwithstanding the provisions of clause20(a) hereof it shall be a condition precedent

that prior to referenDe of any dispute or difference to arbitration the parties shall fristly attempt in good faith to resolve the dispute or difference in the following manner and strict order：

（i）Through negotiations between the respective senior executives of the parties who have authority to settle the dispute or difference；

（ii）lf the dispute or difference is not resolved promptly through negotiation aforesaid the parties shall seek to resolve it through an Alternative Dispute

Resolution（"ADR"）mediation prooedure；

（iii）lf the parties fail to agree terms of settlement with in l0 days of the commencement of the ADR procedure the dispute or difference may be referred to arbitration as aforesaid．The commencement of the ADR procedure is hereby defined as the commencement of the first ADR meeting．

(iv) Performance of this Contract by the parties shall not be affected by nor stopduring any negotiations between the sneior executives under sub-clause20.3(d)(i) or any reference to ADR under sub-clause 20.3(d)(ii)."

Addendum to the Conditions of Contract (Part II)

issued by Firmenich Aromatics (china)Co.Ltd on July 26,2002

The Conditions of Particular Application (partII) shall be amended as follows:

Sub-Clause 1.1.5.1 - Definitions - Contract Price

Amend this sub-clause as follows:

In the first line of this sub-clause delete the words "Letter of Acceptance

"and replace with "Addendum to Tender".

Sib-Clause 1.1.3.2/1.1.3.3 - Definitions - Effective Date/Commencement Date

Delete these sub-clause and replace as follows:

"Commencement Date" and "Effective Date" shall be the 12th September, 2002 and the Notice to commence shall be as Firmenich letter of intent dated 12th September, 2002

Sub-Clause 1.1.6.4 - Definitions - Permanent Works

After the word "works" add the works "(less process works as described in V olume 2 sections 2.3 abd 5.0 of the Employer's Requirments")

Sub-Clause 1.6 - Priority of Documents

After the words " The Employer's Requirments" add the words "as amended by the Addendum as listed in the Contract Agreement."

Sub-Clause 4.1 - The Contractor - General Obligations

Add a final sentence to the third paragraph (being the paragraph

commencing "Before commencing design, ......."as follows:

"The valuation of any variation arising solely to correct a design error, design fault or other design defect in the Employer's Requirements shall be valued at zero where notifications of such design error, design fault or other design defect is given by the Contractor after 45days following the Commencement Date."

Sub-Clause 4.20 - The Contractor - Employer Supplied Machinery and Materials

Delete this sub-clause in its entirety and replace with the following:

"The Contractor is deemed to have included in the Contract Price for all items of machinery and materials required for the Contract.

The Contractor shall cooperate with the Employer to identify items of machinery and materials on which import duty and/or value added tax(V AT) is payable by the Contraactor. The Contractor and the Employer agree that such items of machinery and materials may be purchased by the Employer on behalf of the Contractor and that any savings in import duty and/or V AT that result as a consequence of such change of purchaser shall accrue wholly to the Employer.

The Contractor shall act on behalf of the Employer in making all such arrangements to

the extent that it is legally and practically possible so to do.

For the avoidance of doubt ,any such transfer of purchasing responsiblity in accordance with this sub-clause shall be handled as a Variation and shall be initiated by the Employer's Represnetative by a request for the Contractor to submit a proposal."

Sub-Clause 4.26 - the Contractor - Parent company Guarantee

Add a new sub-clause 4.26 as follows:

"The Contractor shall obtain, at its cost ,a parent Company Guarantee and deliver it to the Employer by the date 28 days after the Effective Date. The parent Company Guarantee shall be in the form annexed, or in another form approved by the Employer.

the Parent Company Guarantee shall be valid until the Contractor has executed and completed he Works and remedied any defects. It shall be returned to the Contractor within 14 days of the issue of the Performance Certificate. Prior to making a claim under the Parent Company Guarantee, the Employer shall, in every case, notify the Contractor stating the nature of the default for which the claim isto be made."

Sub-clause 10.1 - Employer's Taking Over -Taking Over Certificate

Add a final paragraph as follows:

" The Taking-Over Certificate for the whole of the Works will not be issued until the "Bei an: certificate has been issued by the Quality Inspections Station.

the Employer understands that the issue of the Statutory Certifications or Approvals and "Bei an"certificate will require submissions of various reports to the statutory authorities under the name of the Employer.

The Employer and the Contractor agree to work together to obtain all necessary reports and Statututory approvals required to obtain the Bei An certificate. The Contractor agrees

to co-ordinate and manage this process and the Employer agrees to supply such informations for such reports and statutory approvals as only the employer can supply or obtain and that is required by the Contractor."

Sub-Clause 13.7 - Contract Price and Payment - Payment

In sub-clause(a) delete the words“the Employer shall pay the amount certified In each Interim Payment within 56 days...”and replace with“the Employer shall pay the amount certified in each interim payment within 45 days...”

In sub－clause(b) delete the words“the Employer shall pay the amount certified in the Final Payment within 56 days...”and replace with words“th e Employer shall pay the amount certified In the Final Paymemt within 45 days...”

The payment country referred to in this clause is the People's Republic of China for payments to be made In RMB and the nominated bank shall be In Shanghai，and Hong Kong-People's Republic of China for payments to be made in USD and the nominated bank shall be in Hong Kong, SAR．

Sub-Clause 13.15 -Contract Price and Payment - Calculation of Payments in Foreign Currencies

Delete this clause In its entirety and replace with the following：

“The Contact Price Is expressed In Local Currency only but some payment shall be made in US＄（United States Dollars）as defined in the Payment Schedule（Schedule 2）, Including any amendments to such Schedule as may be agreed between the Contractor and the Employer．

The rate of exchange to be used for calculating a US$ Payment shall be that prevailing at the date of such payment as determined by the Bank of China."

Sub-Clause 13.17 -contract Price and Payment - Retention Bond

Add this new sub－clause 13.17 as follows：

"Subject to the issue to the Employer by the Contractor of a Retention Bond in an approved form then such Retention Bond shall be deemed to be held in lieu of the Retention Money that would otherwise be withheld by the Employer under sub－clause 13.9. The Surety issuing the Retention Bond shall be a first class bank approved by the Employer."

Any other terms and conditions shall remain valid to the extent not modified hereabove．