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EN-RU EPC-contract – №1

  • Definitions

The terms used in this Contract shall have the meanings ascribed to them below (the singular shall import the plural where the context so requires and vice versa).

"Acceptance" means the acceptance by Company of Project performance by Contractor pursuant to the provisions of clause XXX.
"Acceptance Tests" means the Functional Tests, the Environmental Tests and the Performance Tests and the operation of the Facility by Company in accordance with the provisions of clause XXX for the purpose of determining the Facility's achievement of Acceptance and the level of achievement of the Performance Guarantees as described in greater detail in XXX and Exhibit .

"Advance Payment" means the advance payment paid by Company to Contractor pursuant to clause XXX.
"Advance Payment Bond" means an advance payment bond guarantee in the form attached hereto as Exhibit .

"Affected Party" shall have the meaning set forth in clause XXX.
"Applicable Laws" means all national, regional and local laws applicable to the Site, the Services, the places where the Services are performed, the Facility, the production of petrochemical products by the Facility, the operation or maintenance of the Facility or the Parties including, without limitation, constitutions, statutes, regulations, other legislative measures, treaties, ordinances, judgments, decrees, proclamations, injunctions, writs and orders of any court, arbitrator or governmental agency, common law, as well as the applicable anti-corruption, anti-money laundering, anti-terrorism and economic sanction and anti-boycott laws, as may be in effect from time to time.

"Applicable Permits" means all valid waivers, exemptions, variances, franchises, permission, permits, approvals, consents, authorizations, registrations, grants, acknowledgements, agreements, licenses or similar order of, or from, any governmental body, instrumentality, agency, authority, court or other body having jurisdiction over the matter in question, required to be obtained or maintained in connection with the undertaking of the Project, the construction, operation and/or maintenance of the Facility, the production of petrochemical products, transportation of Feedstock, performance of the Services, or operation of the Facility, as may be in effect from time to time.

"Approved Institution" means a financial institution of international standing with a credit rating of at least and which is reasonably acceptable to Company.

"Approved Vendor List" shall have the meaning set forth in clause XXX.
"Article" means any provision of the Terms and Conditions so designated, unless otherwise specifically stated in any of the documents comprising this Contract.  Numbered paragraphs within each Article are referred to in this Contract as a "clause".

"Baseline Project Schedule" shall have the meaning set forth at clause XXX.
"Business Day" means a day (other than a Saturday or Sunday) on which banking institutions are open for business.
"Change" means any Company Initiated Change or Mandatory Change.
"Change Order" means a written order to Contractor issued and signed by Company after the execution and delivery of this Contract authorizing a Change and, if appropriate, specifying the changes to the applicable Project Parameters by reason of such Change determined in accordance with XXX.  

"Change Order Notice" means a written notice to Company issued by Contractor in response to a Change Order Request issued in accordance with clause XXX setting out the impact on the Project Parameters of the proposed Company Initiated Change.
"Change Order Request" means a written statement issued to Contractor and signed by Company requesting a Company Initiated Change.
"Commencement Date" means the date on which Contractor is to commence performance of the Services and shall be the next Business Day following the date of issue of the Notice to Proceed delivered to Contractor by Company pursuant to clause XXX.

"Commissioning" shall mean all commissioning set forth in Exhibit .
"Commissioning Spare Parts" shall have the meaning set forth in clause XXX.
"Company" means the first named Party to this Contract and its successors and permitted assigns.

"Company-Caused Delay" shall mean a material interruption of the Services, during which Contractor is and continues to be willing and able to perform, but is substantially and materially prevented from performing due to any breach of this Contract by Company.

"Company Indemnitees" shall mean Company, its directors, officers, agents, employees, successors, assignees, subsidiaries and affiliates.

"Company Initiated Change" means any addition to, deletion from or other modification to the quality, function or intent of the Services which is initiated by Company.

"Company Permits" means those Applicable Permits which Company is required to take out in its name pursuant to clause XXX and Exhibit .
"Company's Project Manager" shall have the meaning set forth in clause XXX.
"Completion" means the completion by Contractor of all of the Services required for RFSU and to ensure that it is safe for Commissioning of the Facility be commenced and shall include the completion of those items specified in Exhibit to be required for Completion.

"Consumables" shall mean all consumables required for the construction of the Facility (or part thereof) including, without  limitation, fuels, gases, chemicals and lubricants other than catalyst.

"Contract" means the Terms and Conditions, the Exhibits, all written amendments, modifications and supplements to this Contract made in accordance with clause XXX, and all Change Orders.

"Contract Price" shall have the meaning set forth in clause XXX.
"Contractor" means the second named party to this Contract.
"Contractor's Equipment" means all appliances and things of whatsoever nature required by Contractor for the purposes of performance of the Services (excluding materials, appliances or equipment intended to form, or forming, part of the Facility) and temporary works (excluding fixed gantry cranes) of construction or civil engineering not intended to form part of the Facility.

"Contractor Event of Default" shall have the meaning set forth in clause XXX.
"Contractor Permits" means those Applicable Permits required to be obtained by Contractor pursuant to clause XXX and Exhibit .
"Damages" means any and all losses, costs, damages, injuries, liabilities, claims, demands, penalties, fines, interest and causes of action, including, without limitation, legal fees, suffered or incurred by Company as a result of Contractor's breach of this Contract.

"Day" means a period of twenty-four (24) consecutive hours starting at 00:00 hours.
"Defect" means any defect or deficiency in design, workmanship or materials.  The term "Defective" shall be construed accordingly.
"Delay Liquidated Damages" shall have the meaning set forth in clause XXX.
"Design Documents" shall have the meaning set forth in clause XXX.
"Direct Agreement" shall have the meaning set forth in XXX.
"Environmental and Social Management Plan" shall have the meaning set forth in clause XXX.

"Environmental Tests" shall mean those tests designated as "Environmental Tests" in Exhibit .

"Exhibit" or "Exhibits" means, respectively, each exhibit or all those exhibits comprised in this Contract.  

"Extended Warranty Period" shall have the meaning set forth in clause XXX.
"Facility" means those components comprising the plant consisting of (as further described in Exhibit ) to be located at as an integrated whole including all components thereof and related facilities located on the Site.
"Feedstock" means hydrocarbon feedstock meeting the specification set out in Exhibit or such other feedstock as is specified by Company from time to time.

"Final Acceptance" means the actual acceptance by Company of the completed Project from Contractor in accordance with the provisions of clause XXX.

"Final Acceptance Bond" means a completion bond guarantee in the form attached hereto as Exhibit .

"Final Acceptance Deadline" shall have the meaning set forth in clause XXX.
"Financing Documents" shall mean (i) the loan agreements, notes, bonds, note or bond purchase agreements, participation agreements, indentures, security agreements, hedging agreements, guarantees, political risk agreements (including any guarantee agreement), indemnity agreement, shareholder support agreements, direct agreements and other documents relating ...