DEED OF AGREEMENT NO.

_____________ DATED 11 January 2015

THIS DEED OF AGREEMENT is made on this 11th day of January, 2015 of the Christian Era.
BETWEEN
ADEX ENGINEERING LIMITED, a private limited company incorporated in Bangladesh having its
registered office at 56, Purana Paltan (3 rd Floor) Dhaka-1000, Bangladesh, represented by its Managing
Director, MR. ALI AZAM hereinafter referred to as the PURCHASER which expressions unless
excluded by or repugnant to the context shall include its successors in-interest and assigns of the
FIRST PARTY
AND
YANGZHOU XINYUAN ELECTRIC CO LTD, a private limited company incorporated in China with
its registered office at Wujian Industrial Park, Jiangdu, Yangzhou City, Jiangsu Province, 225253,
China, represented by its Managing Director, Mr _______, hereinafter referred to as the SUPPLIER
which expression unless excluded by or repugnant to the context shall include its successors-in-interest
and assigns of the SECOND PARTY.
WHEREAS the PURCHASER is an Electrical Equipments Manufacturing Company having its
Industry (Factory) named Adex Engineering Ltd. at Holding # 3060/3798, West Dogri, Bhawal
Mirzapur, Gazipur, Bangladesh (Hereinafter referred to as the Turn-Key Project).
AND WHEREAS the PURCHASER has decided to PURCHASE Machines and all accessories as per
specifications and also need technical services for the supervision, erection, installation, testing,
training and commissioning of the same for the TURN-KEY PROJECT.
AND WHEREAS the SUPPLIER in response to the invitation of the PURCHASER has agreed to
supply, install, lifting, commissioning, testing the Machines and all accessories complete and also
supplying all materials, services etc. required for the purpose of delivery at site and other necessary
works complete as per contract in accordance with Technical specifications.
NOW, THEREFORE, IN THE CONSIDERATION OF THE MUTUAL COVENANTS CONTAINED
HEREIN THE PARTIES HEREBY AGREED AS FOLLOWS:
CLAUSE 1 : DEFINITION
1.1. That the SUPLLIER shall mean and include YANGZHOU XINYUAN ELECTRIC CO
LTD, a private limited company incorporated in China with its registered office at Wujian
Industrial Park, Jiangdu, Yangzhou City, Jiangsu Province, 225253, China, represented by its
Managing Director, and/or its successors in-interest, legal representatives, administrators and
assigns.
1.2. That the PURCHASER shall mean and include ADEX ENGINEERING LIMITED, a private
limited company incorporated in Bangladesh having its registered office at 56, Purana Paltan
(3rd Floor) Dhaka-1000, Bangladesh, represented by its Managing Director and /or its
successors in-interest, legal representatives, administrators and assigns.
1.3. That the MACHINES shall mean the items of the supply as per specifications including
lifting, installation, commissioning, testing the Machines in all respects and supplying all
materials, services etc required for the purpose of delivery at site up to full satisfaction of the
PURCHASER.
1.4. That the POST- INSPECTION shall mean the testing conducted by the Engineer of
PURCHASER at factory with the technical specification requirements for quantity and quality,
technical data, source of supply (origin) etc.
1.5. That the PROVING TEST shall mean the tests to be carried out upon completion of erection
and installation of MACHINES to ascertain that the installation has been satisfactorily
completed and the MACHINES can be loaded up to its full capacity upon commissioning and
smooth operation and running the same.
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1.6. That the COMPLETION CERTIFICATE shall mean the certificate to be given after
PROVING TEST has been conducted and on satisfactory performance of all the
EQUIPMENT.
CLAUSE 2. CONTRACT DOCUMENTS:
That the CONTRACT DOCUMENTS shall include and consist of this contract of Agreement and
relevant Technical documents like Product Certificate, Operation and Maintenance Manuals, Electric
and Hydraulic Principle Diagram, related foundation drawing, Packing list, catalogue, brochure with
specific technical specifications, layout plan, single line diagram referred to thereof all of which are
incorporated reference herein and made integral part of this CONTRACT.
CLAUSE 3. SCOPE OF CONTRACT:
That the SUPPLIER shall depute full time skilled Erection Engineer / Supervisor and other personnel in
accordance with provision of this Agreement to complete the work up to the satisfaction of the
PURCHASER.
CLAUSE 4. SCOPE OF SUPLLY :
That the SUPPLIER in response to the order of the PURCHASER will supply the following
commodity as per the specifications, brand, quantity, unit price and amount:
Sl.
Commodities & specifications
Brand
Qty
Unit Price
Amount
No.
in USD
in USD
1.
CJDY-E 800kV/60kJ Impulse voltage
?????
1Set
84,300.00
84,300.00
test system. HS Code : 9031.80.00
Total (CFR Chittagong basis)
84,300.00
CLAUSE 5. MODE OF PAYMENT:
That the payment will be made to the SUPPLIER through LC by the PURCHASER on the following
terms & conditions :
90% payment will be made by AT SIGHT LC and balance 10% will be made after submission of
performance certificate issued by the PURCHASER/LC applicant on their letter head pad certifying
that the quality, quantity, packing, marking & all other specifications of the machines & accessories are
found OK as per P/I No. PI201412001 dated 10 December 2015.
The Advice bank information should be as follows:
Bank Name
: Bank of China Ltd, Jiangsu Branch
Having registered office at : 148, Shongshan Nanlu, Nanjing, Jiangsu, China.
SWIFT Code
: BKCHCNBJ95H
Beneficiary
: Yangzhou Xinyuan Electric Co Ltd
Account
: 475458233259
Address
: Wujian Industrial Park, Yangzhou City, Jiangsu Province, 225253, China.
CLAUSE 6. DEFECTS AND REMEDIES
That the SUPPLIER shall be responsible for all defects of commodities and be under obligation to
remedy any defect after being notified by the PURCHASER .
CLAUSE 7. DELIVERY:
That the Production, shipment and total work of supply at site, installation, testing, commissioning,
proving tests with accessories for completion will be completed within 45 (Forty-five) days from the
date of opening L/C.
CLAUSE 8. INSPECTION OF THE EQUIPMENT:
That the SUPPLIER shall provide the PURCHASER with every reasonable facility and make
arrangement for carrying out inspection without causing any delay and / or hindrance.
CLAUSE 9. ERECTION AND INSTALLATION:
9.1. That the erection, installation, testing, commissioning and proving tests of the Equipment /
Machine will be carried out by the qualified Engineers/Technicians of the SUPPLIER. Under
the technical assistants of manufacturer. Both the PURCHASER and the SUPPLIER will
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render full co- operation so that the work commences and is completed within the time
schedule. The PURCHASER shall be taken full responsibility to apply complete worksite with
proper workstation for testing. The Power Supply must work at the PURCHASERs worksite.
Otherwise the testing cannot be started.
9.2. That the Engineers/Technicians of the SUPPLIER round trip tickets from China to Bangladesh
accommodation, food and local transportation shall be covered by PURCHASER. The
SUPPLIER shall be taken full responsibility to apply VISA for the Engineers/Technicians.
9.3. The SUPPLIER shall depute full time skilled and competent erection Engineer/Supervisor and
other personnel for the aforesaid erection, installation, testing and commissioning of the
contract till successful completion and commission of the contractual obligations. Any loss due
to such delay shall be borne by the SUPPLIER.
9.4. That on completion of erection, installation, testing and commissioning of the machines with
accessories, the PROVING TEST shall be conducted under the supervision of Erection
Engineer/Supervisor to be deputed by the SUPPLIER to the entire satisfaction of the
PURCHASERs representative.
9.5. That after full and complete performance of the work and the successful test run of all
Equipment/Machines, a completion certificate shall be issued by the SUPPLIER stating that
the erection and installation of the Equipment has been satisfactorily completed as per contract.
9.6. That adequate and full proof safety and security measures including all incidental insurance
coverage, if any, shall be maintained at site with the full responsibility of the SUPPLIER from
the delivery of the Machines at site and till satisfactory completion of installation and during
any maintenance or rectification works, so that no damage is caused to the Machines and no
injury or loss of life is caused by such work to any individual or individuals either employed
by the SUPPLIER or to any other person, visitor, PURCHASERs agent, representative or
employee of PURCHASERs/SUPPLIERs consultants or their employees. And for any such
damage or injury or loss of life the SUPPLIER shall remain fully liable and bear all
responsibilities, costs & legal consequences and also keep the PURCHASER fully indemnified
from the same.
9.7. That after sale service by the SUPPLIER shall be considered from the date of successful
commissioning certificate given by SUPPLIERs Competent Authority and during the warranty
period all the spare parts, if required, due to manufacturing defects or damages due to defective
works, bad workmanship, defective assembling shall be supplied free of cost including all
services by the SUPPLIER.
CLAUSE 10. TRAINING OF PERSONNEL:
That during the erection, installation, testing and commissioning of the equipment/machines, the
SUPPLIER shall train the local personnel of the PURCHASER to enable them to operate and maintain
the said equipment/machines.
Theres only one time training term at the worksite of PURCHASERs for about 3 or 5 days.
Therefore, the PURCHASER shall depute qualified Engineers/Technicians for the training and take the
Video for memory. All raw materials and tools for testing and training will be borne by PURCHASER.
CLAUSE 11. PRICE TERMS :
The Price terms will be CFR Chittagong, Bangladesh as agreed mutually by both the parties
CLAUSE 12. PACKAGING:
Packaging of machines and its accessories and technical document will be Seaworthy Packing, plastic
film packing and finally to be packed in new strong wooden case(s) for long distance ocean freight
transportation. It will be carried as a whole, with books, catalogues or any necessary documents for use
and installation by the SUPPLIER.
CLAUSE 13. DELIVERY TIME TERMS:
The delivery time by the SUPPLIER will be within 100 (hundred) days after the receipt of the order
and LC by the SUPPLIER.
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CLAUSE 14. LOADING PORT & PORT OF DESTINATION:

The loading port of machines and its accessories by the SUPPLIER will be Shanghai, China and the
port of destination will be Chittagong, Bangladesh as decided by the PURCHASER.
CLAUSE 15. ORIGIN TERMS:
Certificate of Origin of Machines and its accessories will be made in China.
CLAUSE 16. CERTIFICATES, GUARANTEE AND WARRANTEE:
That the SUPPLIER shall furnish certificates of Guarantee/Warranty as follows:
That the SUPPLIER undertakes to give Warranty for key parts 1 year from the date of shipping.
CLAUSE 17. COUNTRY OF ORIGIN:
That all supplied machines with accessories to be supplied by the SUPPLIER are to be as per country
of origin mentioned in Technical Specification.
CLAUSE 18. BRAND NEW:
18.1. That all supplied machines with accessories to be supplied by the SUPPLIER shall be
brand new items from the production line of the SUPPLIER as specified in the Technical
Specification.
18.2.

That the SUPPLIER also undertakes to supply spare parts for imported items at least for
one year at prevailing cost after successful installation & commissioning.

18.3.

That the SUPPLIER will exercise diligence in ensuring the safe and intact condition of the
supplied equipments from point of unloading to that of commissioning. The SUPPLIER
undertakes to compensate/indemnify the PURCHASER for any manner of damage or loss
with accessories for completion and its components during the transition period, if not,
covered by insurance.

18.4.

That the SUPPLIER shall execute an after sale servicing contract with the PURCHASER
on the day of commissioning the items which shall be effective from the following day of
the expiry of warranty period of key parts of 1 year from the date of shipment.

18.5.

That the Handing over & Taking over of the project will be on energization and
completion of the same.

CLAUSE 19. COMMISSIONING TESTS:

19.1. That the Commissioning test shall be carried out from the date of completion of erection
and installation of machines with accessories for completion of project and fitting.
19.2.

That the commissioning of the machines with accessories for completion of the project
shall be deemed to be satisfactory if during normal operating for a period of 30 days under
the supervision of the representative of the SUPPLIER in presence of the PURCHASERs
representative has achieved guaranteed performance and thereafter COMPLENTION
CERTIFICATE will be issued by the PURCHASER to SUPPLIER.

19.3.

That in the event of the commissioning test, not being scheduled as above because of
deficiencies, defects in the machines with accessories for completion of project supplied,
then the SUPPLIER shall at his own expenses carry out such modifications to the
aforementioned supply including replacement thereof as considered necessary and
thereafter, commissioning test shall take place under the direction of the PURCHASER or
as may be mutually settled between the parties.

CLAUSE 20. COMPENSATION:

20.1. That if personal injuries, death and any other accidents occur during contract period to
any worker employed by the SUPPLIER and /or the PURCHASER for lifting, erection,
commission and installation work, necessary compensation shall be paid by the
SUPPLIER.
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20.2.

That the SUPPLIER will make good at their cost any breakage or damages caused to the
construction due to installation work.

20.3.

That if the SUPPLIER fails to complete the project as per schedule, then the SUPPLIER
will be bound to compensate at the rate of 100 USD per each day of delay.

CLAUSE 21. ATTACHMENT WITH THE MACHINE:

That the SUPPLIER will provide the standard tools/ accessories (minimum two sets) with the machines
at free of cost.
CLAUSE 22. ATTACHMENT OF REQUIRED SPECIFICATIONS AND MACHINE KEY
COMPONENTS LIST:
That the required specification and the machine key components list of machines are will be according
to technical files sent to the PURCHASER by the SUPPLIER.
CLAUSE-23: TECHNICAL INFORMATION.
The SUPPLIER must provide all the technical information relating to mechanical, electrical and civil
works to the PURCHASER. If any of these information is changed, the SUPPLIER must inform it to
PURCHASER before delivery.
CLAUSE 24. ALTERNATION:
That no terms and conditions in the CONTRACT shall be altered, changed, modified or waived in any
way without written consent of both the parties hereto duly signed by their authorized representatives.
CLAUSE 25. VARIATION:
That the SUPPLIER with prior written approval of the PURCHASER, may make adjustments for
improvement in the specifications of individual item of the equipment, as may be necessary when
designing of the actual equipment provided that the characteristics and quality of the equipment are
maintained and their efficiency capacity or performance as specified in the contract or not suffer in any
manner and provided written consent has been obtained from the PURCHASER.
CLAUSE 26. FORCE MAJEURE:
That notwithstanding anything contained herein, neither party hereto shall be liable to indemnify or
compensate the other of any breach, non-performance or delay in performance of any obligations under
this agreement or for any harm, loss, damage or injury caused to the other due to causes reasonably
beyond its control including but not limited to tide, storm, cyclone, flood, lightning, earthquake, fire,
blast, explosion or any other act of God, war, rebellion, revolution, insurrection, embargo or sanction,
blockade, riot, civil commotion, labour action or unrest including strike, lock-out or boycott,
interruption or failure of any utility service, enemy interference or intrusion, loss or damage to
satellites, loss of satellite linkage or any other data communications linkage, loss of connectivity or any
other irresistible force or compulsion.
CLAUSE 27 . LANGUAGE:
That this contract and all documents in connection with contract including training materials method
shall be in English Language.
CLAUSE 28. JURISDICTION:
That proper law of this contract shall be the law of Bangladesh and all matters shall accordingly be
decided and /or interpreted the parties shall comply with all applicable laws of any governmental
authority having jurisdiction and shall, unless otherwise stipulated in the Purchase order , obtain and
pay for all licences and permits necessary for the provision of goods and performance of services in
accordance with such laws.
CLAUSE 29. ARBITRATION
That in case any difference or dispute relating to this contract arises, the parties shall first try to get it
settled amicably. If amicable settlement fails, then the same shall be referred to the arbitration of two
arbitrators, each party nominating one and both the arbitrators shall appoint an umpire and the decision
of the arbitrators and/or umpire, as the case may be, shall be final and binding on both the parties, The
award shall be in accordance with the prevailing arbitration Act of Bangladesh and the venue of
Arbitration shall be at Dhaka, Bangladesh.
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CLAUSE 30. DOCUMENTATIONS:

That Test certificates & manufacturers certificate of the equipment shall be provided by the
SUPPLIER along with each consignment of machinery (one set each for each equipment/component).
After completion of installation and satisfactory commissioning of the equipment, the SUPPLIER shall
submit 3 (three) copies of drawings and all technical documents to the PURCHASER in English
language including repair and maintenance manual, circuit diagrams, spare parts manual and parts list
books etc.
That This DEED OF AGREEMENT is made and executed in duplicate and both of them shall be
deemed to be the original one of which shall be kept by each party to the Agreement.
IN WITNESS WHEREOF the parties mentioned herein above represent and warrant that they are fully
authorized to execute this DEED OF AGREEMENT and they hereby put their respective hands and
seals to this Deed of Agreement on the day, month and year aforementioned.

---------------------

------------------------------

Managing Director
ADEX ENGINEERING LIMITED
Signature of ;PURCHASER

Managing Director,
YANGZHOU XINYUAN
ELECTRIC CO LTD.
Signature of SUPPLIER

Witnesses:-

Witnesses :-

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