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1.
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Total
Payment, Name, Quantity, Material and Tonnage of the
Product
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A.
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The
total quantity of iron parts for protecting oven of which the model is
2*65 holes 5.5m is 7 and the total tonnage is 3094.48tons. The total
payment of the Product is
23370844.80yuan.
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B.
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Details
of the name, model, quantity, material and weight of the Product under
this Agreement have been attached as Appendix
I.
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C.
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Party
B shall provide the Product to Party A in accordance with the technical
drawing and relevant graphical standard by Taiyuan Jiatai Chemical of Coal
Processing Design and Development Co., Ltd. and the Technical Agreement
signed by both Parties (see Appendix
II).
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D.
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Party
B shall provide the quality certificate of the Product and wholly
documents including drawing, technical information, inspection
certificate, fitting and using instruction revised and confirmed by both
Parties during the manufacturing
proceeding.
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E.
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The
aforementioned total payment shall include fees of manufacturing,
inspecting, packing, taxes (written by hand, VAT invoice of 17%),
insurances, and fees for providing drawing and information of Party A.
Party B shall provide the necessary after-sales services to Party A for
free. The unload work of the Product shall be borne by Party A after the
arrival of the Product.
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F.
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The
detailed price hereof shall be deemed as fixed and inalterable under this
Agreement. After the effectiveness of this Agreement, the both Parties
shall not alter such detailed price for any reason. The quantity of
certain type of the Product can be adjusted in accordance with the design
plan, while the price shall be executed according to the detailed price
under Appendix I. Only in case that dust-removing housing has been altered
into accessory to U-type gas-guide burning car, the unit price of such
item is adjusted to 9300yuan/ton.
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G.
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The
calculated weight of the Product shall be fixed in accordance with the
weight specified by the drawing paper confirmed by both
Parties.
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2.
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The
Payment and Settlement Methods of the
Product
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A.
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Party
A shall deliver acceptance bills in accordance with performance process
and the instruction of this Agreement to Party B, which
means:
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i.
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After
paying an advanced payment equal to 20% of total payment by Party A within
10 days after signing this Agreement, the Agreement enters into
effect;
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ii.
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After
initial examination and acceptance of the Product before dispatch, Party A
pays an amount of 40% of the current batch
payment;
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iii.
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Within
30 days after installation and debugging of the Product, Party A pays
another amount of 30% of the current batch
payment;
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iv.
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The
last 10% of the total payment shall be reserved by Party A as the
quality assurance bond.
After one year without quality issues in connection with the Product,
Party A shall pay the last 10% of the total payment in a lump sum within 1
month to Party B.
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3.
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Technical
Conditions
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A.
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Party
B shall manufacture and produce iron parts for oven protection in
accordance with the Technical Agreement signed by both Parties and the
technically examined and approved drawing
paper.
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B.
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The
Technical Agreement shall have the same effect with this Agreement and be
treated as one of the acceptance
standards.
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4.
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Delivery
and Acceptance
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A.
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Place:
the Product shall be delivered to the construction site and storage for
coke oven project of Henan Shuncheng Group Coal Coke Co.,
Ltd;
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B.
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Time:
the 65 holes iron parts for oven protection of No.8 coke oven shall be
delivered before 10th
May, 2010; the 65 holes iron parts for oven protection of No.9 coke oven
shall be delivered before 30th
June, 2010. The items which may be affected by the proceeding of civil
engineering like flue bent pipe shall be delivered within 45 days after
this Agreement taking effective. Every one-day delay delivery of Party B
shall be charged a cumulative penalty at an amount of
5000yuan.
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C.
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In
case of failing to do the payment under this Agreement, Party A shall pay
a fine for delaying payment. At the same time, the equipment delivery
period shall be extended
accordingly.
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D.
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The
packaging of the Product shall be executed under the relevant national
laws and regulations. Party B shall guarantee the perfect condition of the
Product when arrival, otherwise, Party B shall be responsible for any loss
caused by such reason.
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E.
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Party
B shall notify the delivery date to Party A by fax 24 hours before such
delivery date. After arrival of the Product, Party A shall notify Party B
promptly for the arrival and Party B shall send representatives for joint
inspection and acceptance with Party A within 5 days. Party B shall attach
the detailed list of the Product as of delivery for satisfying the
requirement of inspection and acceptance. In case that Party B fails to
send representatives within 5 days, it shall be deemed as that Party B
agrees with the inspection and acceptance result made by Party
A.
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F.
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Party
B shall be responsible for indemnification and settlement for any
shortage, damage or other unconformity with this Agreement or quality
issues found at inspection and acceptance proceedings. Any shortage,
damage or destroy caused by Party A for its insufficient safekeeping
conducts. In such case, Party B is obligated to assist Party A for solving
the problems and fees shall be borne by Party
A.
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5.
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Quality
and Guarantee of the Product
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A.
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During
the manufacture proceeding of the Product, Party A has the right to send
representatives for supervision. Party B shall provide food and
accommodation conveniences and the fees caused shall be borne by Party
A. Party B shall provide the integrated schedule diagram, current
month and following month schedule to Party B. The supervision work by
Party A shall not exempt Party B from quality
issues.
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B.
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Party
B shall invite Party A 7 days before the joint temporary assembly
inspection of iron part for oven protection in accordance with the
Technical Agreement.
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C.
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The
Process technology performance, quality standard, examining method,
acceptance standard and guarantee guideline shall be in accordance with
the Technical Agreement and the approved drawing paper after joint
trial.
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D.
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Party
B shall provide the certificate of competency of the Product as the
foundation of acceptance. For bought-in accessories, Party B shall also
offer the product description and ex-work certificate of
competency.
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E.
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For
the component problems relating to techniques, delivery, manufacture of
Party B, Party B shall be responsible for repairing, alternation or return
of such components, no matter they are self-made components or bought-in
components by Party B. However, Party A shall provide active assistance.
Party B shall also be responsible for any loss Party A may
suffer.
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F.
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Party
A shall provide food and accommodation conditions for the Party B’s
representatives and the fees caused shall be borne by Party
B.
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G.
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The
quality warranty period shall be 12 months after operation of every coke
oven.
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H.
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During
the term of the Product manufacturing, in case the technical alternation
occurs, such alternation shall be confirmed by both Party A and Taiyuan
Jiatai Chemical of Coal Processing Design and Development Co., Ltd. The alternation shall
not decrease the performance and technical level of the equipment. Once
the technical alternation has been confirmed by aforementioned parties,
the confirmation document shall be deemed as the contingent drawing
document and acceptance foundation.
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6.
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Dispute
Resolution
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A.
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Parties
hereto may revise or supplement matters not mentioned herein through
negotiation. Any dispute arising from or in connection with this Agreement
shall be submitted to the court at the place where this Agreement is
executed.
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7.
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The
Effectiveness of the Agreement and
others
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A.
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This
Agreement shall come into effect after signed / sealed by both Parties and
Party B receives the advanced payment from Party
A.
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B.
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Both
Parties shall keep confidentiality of the price and patent right under
this Agreement during the term of
manufacture.
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C.
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Technical
Agreement is a part of this Agreement and has the same legal effect to
this Agreement.
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D.
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Any
amendment or supplement shall be made in written and comes into effect
after being confirmed by both Parties. The confirmed amendment and
supplement shall be treated as part of this
Agreement.
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E.
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The
duration of this Agreement is from the effectiveness of this Agreement to
the full performance of all responsibilities under this
Agreement.
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F.
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The
place of signing this Agreement is the location of Party
A.
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G.
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This
Agreement is in 6 copies and 3 for each Party. Every copy shall have the
same legal effect.
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Equipment
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Equipment
Name &
Detailed
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Model
or
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Weight
( t )
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Unit
Price
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Total
Price
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No
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NO.
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Specification
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Drawing
NO.
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Material
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Unit
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Quantity
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Unit
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Total
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RMB/t
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(
RMB )
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Spares
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1
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Oven
Port
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JT5555D
SB 09
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RUT340
Q235-A
Stainless
Steel etc.
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Piece
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130*1+3=133
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3.97
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528.01
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7600
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4012876.00
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2
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Oven
Frame
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JT5555D
SB 09
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RUT340
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Piece
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130*1+3=133
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2.31
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307.23
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7600
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2334948.00
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3
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Guard
Board
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JT5555D
SB 09
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RUT340
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Piece
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132*1+1=133
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3.57
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474.81
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7600
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3608556.00
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4
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Inbuilt
Iron Parts, Dedusting Housing and Lid; Pending
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JT5555D
SB 46
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RUT340
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set
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1
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43.47
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8000
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347760.00
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5
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Crossover
Main, Valve Body, Water Tight Lid;
Pending
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JT555D
SB 25
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Composite
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set
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65*1+3=68
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1.41
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95.88
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8380
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803474.40
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6
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Operation
Board Laying Casting Iron Plate
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JT555D
GY-1200
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HT150
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set
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1
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72
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72
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5800
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417600.00
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7
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Gas-guide
Burning Car Railroad Shoe
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JT555D
GY-1200
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HT150
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piece
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134*1+2=136
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pending
0.19
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25.84
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6200
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160208.00
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8#Coke
Oven Total
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1547.24
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11685422.40
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9#Coke
Oven Total
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1547.24
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11685422.40
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Two
Base Coke Oven Total
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3094.48
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23370844.80
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1.
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Party
A shall provide eligible, accurate, complete engineering drawing paper ( 2
copies ) and related technology materials to Party B, Party B shall take
good care of and use the drawing paper and technology materials, and shall
not lose, damage, or demonstrate, lend and sell
them.
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2.
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Party
B shall strictly produce and manufacture in accordance with the drawing
paper, strictly observe related technology requirements and quality,
strictly control the operation process, so as to make high quality
products.
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3.
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Party
B shall take effective control over purchase and use of raw materials
(steel parts，foundry
goods and other work pieces).
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3.1
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Test
raw materials and molten iron of every batch, issue material report, keep
them in line with the requirements of drawing
paper.
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3.2
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Mechanical
property of foundry goods shall be in line with the requirements of design
standards.
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3.3
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Materials
shall be in line with the requirements of drawing paper and be dealt with
by annealing process in accordance with heat treatment
standards.
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4.
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Foundry
goods appearance shall be neat, the size and tolerance of any parts of
finished surface and unfinished surface shall be in line with the
requirements of drawing design.
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5.
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Party
B’s products shall obtain certificate of competency, sealing surface and
abrasive surface shall go through water or air pressure tests in
accordance with the requirements of drawing
design.
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6.
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Appearance
of Party B’s products, such as oven port, oven frame and guard board shall
be neat, all parts shall be in line with the requirements of drawing
paper, unfinished casting surface shall be smooth and straight, without
any defects as air hole and honeycomb-like holes, and shall be installed
as accessories. Check the size of installed accessories by the
requirements of drawing paper, and make corresponding numbers and
records.
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7.
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Standards
for cutting edge of oven port and sealing surface of oven frame will be
eligible by being water-tight.
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8.
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Exhaust
gas disk and air door must accurately reach the position as regulated by
the drawing paper when switch actively motions as the drawing paper, and
the height two disks may lift and the angle air door opens must live up to
the design standard. Sealing surface of the air door shall be tested by
0.05 mm feeler gauge, it will be eligible if the feeler gauge couldn’t
insert into the surface. Coal gas disk shall conduct air pressure test
with air medium. Using compressed air bag of 0.03 m3
volume and 4.5kpa pressure to test, it will be eligible if the pressure
drop is no more than 1.5 kpa in 5 minutes. Exhaust gas disk shall conduct
water pressure test with water medium of 400 pa, it will be eligible if
it’s water-tight in 5 minutes.
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9.
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Water-sealed
valve shall conduct spill-over test, it will be eligible if it’s
water-tight in half an hour.
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10.
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Nozzle
part shall conduct 4Mpa water pressure test, it will be eligible if it’s
water-tight in 30 minutes.
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11.
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Regulating
and reversing cocks shall conduct leakproofness test, regulating cocks
shall go through pressure test in two positions of complete open and
close, reversing cocks shall go through pressure test in three positions
of complete open, complete close and 45。Angle.
The pressure connecting the cocks with the compressed air bags of 0.03
m3
volume is 20 Kpa, it will be eligible if the pressure drop is lower than
500 pa in 30 minutes, ( it shall be revised by the temperature
).
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12.
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Orifice
box shall conduct leakproofness test, it will be eligible if the pressure
drop of 20 Kpa compressed air is lower than 500 pa (it shall be revised
according to the temperature).
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13.
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Use
0.05 mm feeler gauge to test space between lid for coal charging hole and
temprature measure hole and sealing surface, it will be eligible if feeler
gauge cannot be inserted into the
space.
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14.
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Bought-in
components shall be checked and accepted by original certificates and its
quality standards (original certificates are
complete).
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15.
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This
agreement is in quadruplicate, it comes into effect when both parties make
signature and seal. Each party holds two copies, with the same legal
effect with the contract.
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Party
A: Henan Shuncheng Group
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Party
B: Shandong Zibo Rumo Iron
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Coal
Coke Co., Ltd
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Co
Ltd
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(seal
)
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(seal
)
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Legal
representative: /s/ Wang Xinshun
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Legal
representative: /s/ Zhang Yuecheng
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Responsible
person:
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Responsible
person: /s/ Zhang Zhiqiang
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Tel:
0372-5613886
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Tel:
0533-8511125
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Fax:
0372-5607305
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Fax:
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December
3, 2009
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