Article 25 Contract Price

25.1 Contract Price. The Contract Price for the turnkey supply of the Plant is stated in Contract Schedule F.

25.2 Price revision. The Contract Price is fixed and is not subject to revision, except in case the Commencement Date does not occur according to Article 3.3.

Article 26 Payment conditions

26.1 General. Payment of the Contract price shall be made by the Purchaser to the Supplier in accordance with the payment conditions set out in Contract Schedule G at a bank designated by the Supplier. Banking charges incurred inside the Supplier’s country shall be for the account of the Supplier, while those incurred outside the Supplier’s country shall be borne by the Purchaser.
All sums duly invoiced by the Supplier shall be paid in full by the Purchaser without any set off, counterclaim or deduction whatsoever and are not subject to any settlement, discount or other special terms of payment.
The amounts due shall be transferred, unless otherwise agreed, by teletransmission or SWIFT to the Supplier’s bank in the Supplier’s country to the account of the Supplier, and the Purchaser shall be deemed to have performed its payment obligations when the respective sums due have been received in full by the Supplier’s bank in immediately available funds.

26.2 Documentary Credit (L/C). If the Parties have agreed on payment by documentary credit (L/C), then, unless otherwise agreed, the Purchaser must arrange for a documentary credit (L/C) to the amount specified in Contract Schedule G in favour and to the satisfaction of the Supplier, to be issued by a reputable bank and, unless otherwise agreed, confirmed by a bank acceptable to Supplier, subject to the Uniform Customs and Practice for Documentary Credits published by the International Chamber of Commerce as in force at the date of signing the Contract. Unless otherwise agreed, the documentary credit (L/C) shall be payable at sight and allow partial shipments and transhipments.

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26.3 Payment Security (Guarantee). To the extent that the Parties have agreed that payment has to be backed by a bank guarantee, the Purchaser shall, unless stated otherwise in Contract Schedule G, provide within thirty (30) days from the date of signing the Contract, a first demand bank guarantee subject to the Uniform Rules for Demand Guarantees published by the International Chamber of Commerce, or a standby L/C subject either to such Rules or to the Uniform Customs and Practice for Documentary Credits published by the International Chamber of Commerce, in either case to the amount stated in Annex A-7 of the Contract Price, to the satisfaction of the Supplier and issued by a first class-international bank.

26.4 Delay Interest. If a payment which the Purchaser is to pay under this Contract is not received by the Supplier by the due date, or if notification of the opening (and confirmation) of the L/C or of the bank guarantee under this Contract is not received by the due date, the Purchaser shall pay overdue interest, or respectively, late opening fees on the overdue amount, until the payment is made in full to the Supplier or the notification of opening (and confirmation) of the L/C or of the bank guarantee has been received by the Supplier.
Unless otherwise agreed, the rate of interest shall be two percentage points (2%) above the average bank short-term lending rate to prime borrowers prevailing for the currency of payment at the place of payment, or where no such rate exists at that place, then the same rate in the state of the currency of payment. In the absence of such a rate at either place, the rate of interest shall be the appropriate rate fixed by the law of the state of the currency of payment.

Article 27 Bank guarantees provided by the Supplier

27.1 Advance Payment Guarantee. To secure the repayment of the advance payment (if any) specified in Contract Schedule G, the Supplier shall, within the time limit indicated therein, obtain at its cost, from a first-class international bank in the Supplier’s country, a first demand bank guarantee of same amount, which shall be subject to the Uniform Rules for Demand Guarantees published by the International Chamber of Commerce, or a standby L/C subject either to such Rules or to the Uniform Customs and Practice for Documentary Credits published by the International Chamber of Commerce, in either case to the amount stated in Contract Schedule H-1, to the satisfaction of the Purchaser and issued by a first-class international bank. The advance payment guarantee shall be valid from the date of receipt by Supplier of the advance payment into its designated bank account. The value of the guarantee shall automatically decrease pro rata the value of each shipment of Equipment and shall become null and void and be returned to the issuing bank when all Equipment has been delivered.

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27.2 Performance guarantee. To secure the proper performance of the Contract the Supplier shall, before the date stated in Contract Schedule H (or if not so stated, before shipment of the Equipment), obtain at its cost, from a first-class international bank in the Supplier’s country, a first demand bank guarantee amounting to ten percent (10%) of the Contract Price, unless otherwise agreed, which shall be subject to the Uniform Rules for Demand Guarantees published by the International Chamber of Commerce, or a standby L/C subject either to such Rules or to the Uniform Customs and Practice for Documentary Credits published by the International Chamber of Commerce issued by a first-class international bank.
The value of this performance guarantee shall automatically reduce to five percent (5%) of the Contract Price upon completion of Erection Testing in accordance with the provisions of Article 19 and shall become null and void and be returned to the issuing bank upon Taking Over. In the event the Plant is taken over in separate stages or sections, the performance guarantee shall be decreased in value and be returned pro rata the value of each such stage or section.

Article 28 Taxes, duties, etc.

28.1 Taxes and other charges payable in the Country. All taxes, duties or other charges which may be incurred by the Supplier in the Country in relation with this Contract and its performance shall be paid and borne by the Purchaser.
In case of taxes, duties or other charges which, according to local laws or regulations are to be paid by the Supplier, the Purchaser will reimburse the amounts paid by the Supplier within thirty (30) days following payment by the Supplier.

28.2 Taxes and other charges payable outside the Country. All taxes and duties or other charges incurred by the Supplier outside the Country in relation with this Contract and its performance will be borne by the Supplier.