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（b）the supplier is unable to carry out any of its obligations underthe contract for any reason attributable to the buyer， including but notlimited to the buyer's failure to obtain any governmental permit necessaryfor the execution and/or completion of the works，then the supplier may give a notice to the buyer thereof and if thebuyer has failed to pay the outstanding sum or to approve the invoice orsupporting documents or amend the letter of credit and the letter ofguarantee， or to give its reasons for withholding such approval or toremedy the breach within twenty-eight （28）days of such notice or if thesupplier is still unable to carry out any of its obligations under thecontract for any reason attributable to the buyer within twenty-eight （28)days of the said notice， the supplier may by a further notice to the buyerwhich refers to this article 39.3.1 forthwith terminate the contract.
39.3.2the supplier may terminate the contract forthwith by giving anotice to the buyer to that effect and which refers to this article 39.3.2if the buyer becomes bankrupt or insolvent， or has a receiving orderissued against it， or compounds with its creditors， or， beingacorporation， a resolution is passed or order is made for its winding up（other than a voluntary liquidation for the purposes of amalgamation orreconstruction)， or a receiver is appointed over any part of itsundertaking or assets or if the buyer takes or suffers any other analogousaction in consequence of debt.
39.3.3if the contract is terminated under article 39.3.1 or article
39.3.2 above， then the supplier shall immediately:
（a）cease all further works， except for such work as may be necessaryfor the purpose of protecting that part of the works already executed; and
（b）terminate all sub-contracts， except those to be assigned to thebuyer pursuant to paragraph （d）（ii）below; and
（c）repatriate the supplier's engineer and its sub-contractors'personnel from the contract plant; and
（d）ubject to the payment specified in article 39.3.4 below:（i）deliver to the buyer the parts of the works executed by thesupplier up to the date of termination; andii）to the extent legally possible assign to the buyer all right，title and benefit of the supplier to the works and in the equipment as atthe date of termination， and， as may be required by the buyer， in anysub-contracts concluded between the supplier and its sub-contractors; and（iii）deliver to the buyer all drawings， specifications and otherdocuments prepared by the supplier or its sub-contractors as at the dateof termination in connection with the works.
39.3.4if the contract is terminated under article 39.3.1 or article39.3.2 above， the buyer shall pay to the supplier all payments specifiedin article 39.3.3 above and reasonable compensation for all loss or damagesustained by the supplier arising out of， in connection with or inconsequence of such termination.
39.3.5termination by the supplier pursuant to this article 39. 3 iswithout prejudice to any other rights or remedies of the supplier whichmay be exercised in lieu of or in addition to the rights conferred by thisarticle 39.3.
39.4in this article 39， the expression "works executed" shall includeall work executed， services provided and all equipment acquired （orsubject to a legally binding obligation to purchase）by the supplier andused or intended to be used for the purpose of the works， up to andincluding the date of termination.
39.5in this article 39， in calculating any monies due from the buyerto the supplier， due account shall be taken of any sum previously paid bythe buyer to the supplier under the contract including any advance paymentpaid pursuant to appendix 2 （payment terms）hereto.
39.6if the contract is terminatedbyeitherparty，thennotwithstanding anything to the contrary provided in this article 39， therights and obligations of the buyer and the supplier in respect of theprocess licence granted under article 16.1 hereof shall be subject to theconditions specified in appendix 6 （licence conditions）hereto.
article 40.assignment
neither the buyer nor the supplier shall without the express priorwritten consent of the other （which consent shall not be unreasonablywithheld）assign to any third party the contract or any part thereof， orany right， benefit， obligation or interest therein or thereunder， exceptthat the supplier shall be entitled to assign either absolutely or by wayof charge any monies due and payable to it or which may become due andpayable to it under the contract.
the buyer(signature):_________ the supplier(signature):_________
date:_________ date:_________
appendix 1 breakdown of contract price
appendix 2 terms of payment
appendix 2-1 cash payment with retention
appendix 2-2 deferred payment
appendix 3 form of letter of credit/guarantee
appendix 3-1 letter of credit
appendix 3-2 letter of guarantee (cash paymentwithretention)
appendix 3-3 letter of guarantee (deferred payment)
appendix 4 form of bonds
appendix 4-1 advance payment bond
appendix 4-2 performance bond
appendix 4-3 retention bond
1.general
this appendix sets out;
（1）the preconditions to the validity of the process performanceguarantees referred to in article 28 （process performance guarantees） ofthe agreement，
（2）the guaranteed items and values/levels subject to the process performance guarantees，
（3）the procedure of the execution of the performance test （includingany repeated run thereof），
（4）the minimum levels of the process performance guarantees， and
（5）the formula for calculation of liquidated damages for failure to attain the process performance guarantees.
2.preconditions
the supplier gives the process performance guarantees （specifiedherein）for the_________ unit and the _________ unit， subject to the followingpreconditions being fully satisfied in addition to full satisfaction ofthe conditions specified in article 28.2 of the agreement;
（1）each such unit is fed and operated with the requisite volumes ofraw materials， lubricants， chemicals， catalysts， consumable materials andutilities having the characteristics specified in appendix 7-2 （technicalspecifications）to the agreement，
（2）the performance test （including any repeated run thereof）is to becarried out by the buyer under the technical services given by thesupplier's engineer to demonstrate the process performance guarantees andthe results of the performance test （including any repeated run thereof）are measured and evaluated in the manner specified in paragraph 4 below，
（3）the buyer shall furnish a sufficient number of qualified operatingand maintenance personnel as specified in appendix 7-1 （scope of works andsupply）to the agreement to permit a successful performance test to becompleted， and
（4）the _________ unit and _________ unit are operated at the full design capacity.
3.guaranteed items and values/levels
subject to compliance with the foregoing preconditions the supplier guarantees as follows:
（1）_________ unit
（2）_________ unit
4.performance test procedure
4.1general
after the initial operation of the contract plant， the performancetest shall be carried out to demonstrate the supplier' s processperformance guarantees specified in paragraph 3 above， subject to theconditions set forth below and in other parts of this appendix 7 （processperformance guarantees）:

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