Herebelow Lawyer Wang Jingzhan From Tianjin Lawyer office is sharing an example of contract regarding techincial service onsite.

AGREEMENT OF FIELD TECHNICAL SERVICE AND TECHNICAL TRAINING SERVICE

For

Agreement NO: ________________________

Effective Date of Agreement:   (effective date) 

This Agreement is entered into effect as of (effective date) between XXX (hereinafter called “purchaser”) and the XXX (hereinafter called “supplier”). These services include provision for technical assistance and direction to the purchaser during installation of the Supplier supplied equipment described in Contract. Of Contract between XXX　 forResponsibility and Scope of Work for Field Technical Service

1. Field Technical Services

Supervision for Installation and commissioning of the Goods shall be carried out jointly under the Employer’s or their representative’s organization and the Supplier’s safety and technical instruction; and, follow the general coordination of the representative of the supplier or its sub-supplier in schedule, interfacing and unit testing. The Supplier should dispatch site general representative to the Project Site(s) to coordinate the work with the Contractor and the installation subcontractor appointed by Contractor, in addition, Supplier should dispatch one competent technical persons to advise and supervise the Installation subcontractors as to methods, procedures and points for attention, Contractor shall provide Supplier the right and the convenience to work on the Goods in order to perform its obligations under the Contract. The Supplier’s site general representative and technical personnel should be responsible for supervising the Goods correct Installation, adjustment, inspection, startup, Commissioning, and any things related to the Installation quality of the Goods and shall be responsible for the correctness and propriety of these items. The Supplier’ technical personnel should be in charge of the correct Installation of the Goods unless such Installation is not undertaken in compliance with Supplier’s technical personnel’s instruction at which time the Supplier’s technical personnel will inform the Contractor of the situation in writing immediately. In this event, Contractor shall take steps to rectify immediately.

Manpower of installation will be in the scope of Purchaser. Supplier shall ensure Supplier supervisor give correct supervision advice and raise to Purchaser any concerns of quality of the manpower if the work is not in accordance with the instructions given by Supplier.

1. The Supplier’s tasks and responsibilities
   1. The Supplier’s site general representative should be resident at the sites during the Technical Services described in Clause 1.1 The Supplier’s general representative should be totally responsible for Technical Services and site instruction covering the Contract, and fully cooperate and consult with the Contractor’s site general representative during the Technical Services period to solve the related technical and work issues. The site general representatives of two Parties have no right to change and amend the Contract without the official authorization of both Parties.
   1. The Supplier’s technical personnel should provide Technical Services and carry out its obligations for correct assembly, Installation, Commissioning, and Acceptance of the Goods as stipulated in the Contract.
   1. The Supplier’s technical personnel should give detailed explanation covering the Technical Documentation including but not limited to installation drawings and manual, operation and maintenance manuals, equipment characteristic, analysis methods and relating points for attention of safety, and answer and solve such  technical problems pertaining to the Goods as put forward by the Purchaser.
   1. In order to ensure to carry out the foregoing, the Supplier’s technical personnel should provide the Contractor with correct Technical Services and operational instruction covering the Goods.

For critical installation procedure, Supplier technical personnel shall provide detail step by step instruction and guidance, under close supervision.

• Technical instruction of the Supplier’s technical personnel should be correct, and important technical instruction should put forward in writing. In case any of the Goods are damaged due to incorrect instruction, the Supplier should be responsible for reperformance of the Service. The costs should be assumed by the Supplier, including technical services fees incurred during repair. The Contractor’s technical personnel should perform in accordance with the technical instruction of the Supplier’s technical personnel and if not Supplier shall have no responsibility therefore.
  • The Supplier’s site personnel should communicate with the Contractor in English or have professional interpreters so that they can exchange with the Purchaser’s technical persons at no additional cost to Contractor.
  • Working hours of the Supplier’s technical persons shall be in accordance with the Contractor’s personnel timetable to the extent this will not violate any existing law or regulation of Supplier country. However, due to unforeseen circumstances at site such as expediting work, both parties shall reach mutual agreement on working hours.
  • The Supplier’s technical persons and their dependents should observe China laws and ordinances and Site regulations and rules. Purchaser shall provide Supplier with the Site rules and regulations, including amendments and updates from time to time. 

1. As to Project Site(s), the Supplier should draw up a detailed Installation and Commissioning schedule and submit to Contractor for reference, specify Installation time needed, and list the relevant persons and type and quantity of equipment, tools and special materials needed by Installation contractors for installation of the Goods forty (45) Days prior to the beginning of Installation of the Goods.

The purchaser shall give notice to the supplier to mobilize technicians to China field 60 days in advance on the purpose of supplier’s preparing the entry China Visa for its personnel. Final actual mobilized date will be confirmed 10 days in advance by Purchaser.

1. The specific work shall be arranged and coordinated by the general representatives of both Parties, through friendly consultation. Should any problem or dispute arise between the Parties, both Parties shall analyze the cause, clarify the responsibility and settle the issue through friendly consultation at the Project Site(s). In case the problem being commercial or with impact on the price of Goods, it shall be submitted to representatives of Purchaser, Owner and Supplier for a solution.

1. Before the start of Installation, the Supplier’s technical personnel shall give detailed instruction as to the methods and requirements of the Installation and installation drawings and procedures for the Goods. During the Installation, the Supplier’s technical personnel shall systematically give technical instruction regarding the installation work and shall join the inspection and test of the installation quality for the Goods.

1. During the period of Installation, the Supplier can use the Purchaser’s stored spare parts. The Supplier shall replenish such parts with the same at the respective Project Site(s) as soon as possible. The cost of the part shall be borne by the Party that utilizes it.

The Contractor should provide the Supplier’s representatives with facilities such as office, telephone and fax access and internet.

In case any of the technical personnel is considered insufficiently qualified, the Contractor has the right to request the Supplier to replace him. All the costs for the replacement shall be borne by the Supplier. The Supplier may replace his technical personnel at its own cost and with the Contractor’s consent, provided that the continuity of Field Technical Service on the Project Sites is not affected.

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1. Scope of Work for Training Service

• Supplier shall provide a duration of five (5) days’ technical training service for FIVE (5) personnel from Contractor’s Employer in supplier’s mills or third country training base outside of China.

• Supplier shall submit a detail training schedule and course introduction to purchaser for review within 10 days after Contract come into effect, and update it as per the requirement and opinions of purchaser or Employer.

• Supplier shall provide free of charge the classroom, the necessary facilities and the necessary training materials such as documentation, samples, visual aids and other related items used specifically to argument the training for purchaser’ personnel, and provide necessary assistance for purchaser such as providing invitation letter for the requirement of application for entry visa.

• Supplier shall provide all the accommodation and meals for technical personnel dispatch by the Purchaser or Employer during the training period.
• Supplier shall offer a wide variety of technical courses designed to train purchaser’s personnel in subjects ranging from the fundamentals of operation and routine maintenance of supplier’s products to advanced techniques for troubleshooting control and monitoring systems

1. Price and Payment

• Prices. All prices shall be Euro€, price shall be all inclusive of travelling expenses, insurance, 3.3% withholding tax. .

PART A Lump sum Price for Training service
Duration of Training	Number of personnel		Lump Sum Price for training service
5 DAYS	5		Euro€
PART B Lump sum Price for Field Technical Service
			Euro€
PART C Daily Service Rate for Field Technical Service
Per Diem Rate of Euro€______ per person per day;

• Total lump sum price mentioned in the said table for the Training service and Technical Services is fixed and cannot be modified by Supplier. It means that supplier should promise the training courses service and the field technical service must be fully completed on condition that all the agreed field preparations have been furnished and without the purchaser’s failure.
• If the technical service cannot be complete under the fixed price condition which is caused by the purchaser, any extend working days of field technical service rates shall subject to PART C Daily Service Rate. However，if the technical service cannot be complete under the fixed price condition which is not caused by the purchaser, any fees of extend working would not be accepted and paid to supplier.

• Quotation for technical service exceed fixed working days or during warranty period, no matter the exceed field service or during Warranty Period while the plant provided by Supplier does not work well due to problems which could not be resolved by purchaser, the Supplier shall, at any time within 14 days when the purchaser requirements and at the Purchase designated location, provide technical service without any delay.
• Per Diem Rate of Field Technical Service commencing from the date of personnel start service at worksite until the date of complete the field service. The Suppler shall be responsible for travelling expenses and accommodation outside China. Supplier personnel should have a good understanding of the English language.

• Invoicing/Payment.
  • Payment for Training:

The Training fee as specified in Article 3.1 shall be paid by telegraphic transfer from the Purchaser to the Supplier for the amount of training courses within thirty (30) days after signing “AGREEMENT OF FIELD TECHNICAL SERVICE AND TECHNICAL TRAINING SERVICE For ”.  and having received the following documents.

1. Commercial invoice signed in one (1) original and four (4) copies indicating the amount to be paid and training courses.
   1. Payment for fixed field technical service:

Payment Schedule：

（1）process payment: Technical Service fee as specified in Article 3.1 shall be paid to the Supplier by telegraphic transfer and not later than 20 Days after having received the following documents and found them in order:

1. Commercial invoice signed in one (1) original and four (4) copies indicating the amount to be paid.

(TO BE DISCUSSED DURING COMMERCIAL NEGOATION)

1. Visas, Other activities for Field Technical Service

• Visas. Supplier shall, at its own cost, be responsible for arranging and providing valid visas for entry into CHINA for its Personnel. Purchaser shall give the notification to Supplier to arrange the visa three months advanced before Supplier’s personnel mobilize to CHINA.

Purchaser shall assist Supplier, but not obligation, to provide invitation letter for the requirement of application for entry visa of CHINA.

• Accommodation. Accommodations & meals and technician’s travel during the technical service in China will be borne by the Purchaser.

• Transpiration and Travelling. Supplier shall be responsible, at its own expense, be responsible for arranging and providing administration for all the transportation and travel of its Personnel that may need. Such arrangements shall include travel and accommodation outside China, visa, work permits, passports, health certificates and all other things, of whatever nature, necessary for the successful Mobilization or Demobilization of Supplier’s Personnel.

• Working Hours. The daily rate is at 10 hours per day at site. Working hours on Site shall relate to the special requirements of each operation which may involve unsocial hours. Supplier will work such hours and any overtime as requested by purchaser.

• Notice of Mobilization. Purchaser will give Supplier 7 days advance to mobilize Supplier personnel to Site.

• Permits. Supplier shall obtain all permits and licenses required to perform the services under this Agreement. Purchaser will, to the extent possible, assist Supplier in obtaining required visas and work permits provided, however, that in the event this assistance is provided its provision shall in no way be construed to be an assumption of liability by purchaser in respect of Supplier obligations under this Agreement, including as following:
• Make available to Seller the use of necessary required utilities, including electrical power, transport and water;
• Assist Seller in obtaining access to roads, railways, pumping stations, power lines, pipelines, canals, and the like necessary in the performance of the Order;
• Provide Seller with fuels and lubricants in sufficient quantity and quality to meet the requirements of each phase of the Order;
• Assist Seller in obtaining necessary permits, licenses, or authorizations necessary to complete the Order and be responsible for obtaining all environmental permits including without limitation, air permits, permits to construct and/or operate and those relating to land use.
• Provide Seller with safe access to the Products as may be necessary to perform services in accordance with the Order.

1. Indemnity

Supplier shall indemnify and defend the purchaser against all suits, actions, loss, damage, expense and liability for injury or harm to persons or property resulting from, arising out of, or in any way connected with the performance of this Agreement, including use by the Supplier of any the purchaser furnished equipment. Supplier’s aforesaid indemnity obligations shall apply to the fullest extent permitted by law, but in no event shall they apply to liability caused by the negligence or willful misconduct of the party indemnified.

( copyright is revserved by Tianjin Lawyer Office )

Any amount otherwise payable under the Agreement may be withheld in whole or in part if the Supplier is in default of any condition of the Agreement or if the Supplier is exposed to any liability from claims by third parties arising out of the Supplier’s work. The purchaser will pay such withheld payment whenever the Supplier shall have complied with all its obligations to the satisfaction of the purchaser.

1. Changes and Termination

This Changes and Termination terms is subject to the Article 15 in the Contract between

1. Insurance

Supplier shall, during the performance of work by its Field Service Engineer(s), maintain the following insurance in types and amounts as shown below.

• Workmen’s Compensation and Employer’s Liability Insurance covering all statutory, civil or common law liabilities arising out of job related injury to, illness, disease or death of Supplier’s employees, (including ear risks, medical expense and endemic disease coverage) in accordance with any applicable statute, and referencing the Agreement Number.      

• Automobile Third Party Liability Insurance covering all Supplier owned motor vehicles which are licensed for road use whilst in or outside the Country of the Project. In respect of automobiles operated in the Country of the Project the Supplier shall ensure that the insurance provided should cover bodily injury to or death of any persons and loss of or damage to property arising out of the use of the automobiles whilst in the Country of the Project. The insurance provided shall be in accordance with all legal requirements of the Country of the Project.

1. Safety

All Supplier personnel are required to comply strictly with purchaser’s Fire and Safety Regulation pertaining to work at Site. Supplier shall provide its personnel with all protective clothing required for work at Site.

The purchaser shall provide necessary assistance such as transfer, medical care act.  All the costs and full responsibilities for incidents, illness, disease, body injury or death of supplier’s personnel and loss, damages of its personnel’ facilities, equipments at site shall be borne by supplier

ARTICLE 10 Limitations of Liability

Supplier’s total liability to Purchaser for all claims of any kind, whether based on contract, tort (including negligence), strict liability, or any loss or damage arising out of, connected with, or resulting from the performance or breach of the Purchase Order, subject to the doctrines of concurrent or joint liability, shall in no event exceed one times (1x) the total price of the Goods and/or Services associated with the claim. In no event, whether based on contract, tort (including negligence), strict liability, or any loss or damage arising out of, connected with, or resulting from the performance or breach of the Purchase Order, whether arising before or after completion of Supplier’s obligation under the Purchase Order, shall Supplier be liable to Purchaser for losses or damages caused by reason of loss of use, revenue or profits or cost of capital or special, incidental, consequential or penal damages of any nature and Purchaser shall indemnify Supplier against such claims by any third party.

ARTICLE 11 Termination for convenience

Purchaser may terminate an order at any time for convenience by giving written notice to Supplier and Supplier shall promptly stop the work. If termination before the start of mobilization, on charge shall be raised. If termination after the mobilization, service shall be paid in accordance with the terms of the order.

ARTICLE:12 Patent and Trademark infringement

Supplier shall indemnify the purchaser against all damages that solely caused by the products’ infringement upon a third party’s rights.

ARTICLE 13 Assignments

Without the other party’s prior written consent, neither party shall have the right to assign any rights or obligations under the order to any party.

ARTICLE 14 Regulatory Compliance

Supplier shall comply with all applicable laws and regulations of XXX, especially with respect to manufacturer and supply of product as well as the provision of services.

THE PURCHASER:                                                 THE SUPPLIER:

By: ________________________                By: _________________________

Title: _______________________                  Title: ________________________

Note: Nothing of this sample shall be construed any legal adivce.