Legal case (processing contract dispute)

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C‍hongqing A Energy Equipment Integration Co., Ltd. and Sichuan B Compressor Co., Ltd. processing fixed contract dispute

‍Case:

A company, B company due to processing fixed contract dispute case, refused to accept the Sichuan Provincial Ziyang City Intermediate People's Court (2011) capital of the first word No. 2 civil judgment, to the Sichuan Provincial Higher People's Court to appeal. Sichuan Provincial Higher People's Court on July 25, 2012 accepted, according to the law to form a collegial panel, in August 28, 2012 open trial of the case.

‍Case Playback:

December 2006, B Company and A company signed the "industrial and mining products purchase and sale contract", "Compressor Technology Agreement" (hereinafter referred to as "technical agreement"), "compressor installation and commissioning contract", agreed to Company B Company A compressor One, the total price of 1.9 million yuan. A company to B companies to pay the total price of l 5.2 million, the installation fee of 80,000 yuan.

June 2008 equipment test records show that the compressor can not meet the technical requirements. Since then, there has been no normal operation of the situation.

In June 2009, Company A telegraphic letter B company said, A company ordered the compressor due to serious quality problems can not be used, equipment manufacturers to return and claim the loss of the new company, the loss should be borne by the company B.

‍Case Analysis:

First, on the nature of the legal relationship in this case. In this case, B Company and A company signed a "industrial and mining products purchase and sale contract", but the contract agreement, B company processing compressor, in accordance with the two sides signed the "technical agreement" agreed to manufacture and quality inspection, "Technical Agreement" Compressor design standards, process parameters, the drive parameters were agreed. On January 12, 2007, the "Supplementary Technology Agreement" signed by the two parties states that Company B shall provide a set of compression unit equipment according to the technical requirements of Company A, which shall provide data on the natural gas parameters of the raw material gas and the natural gas inlet pressure Made a clear, and agreed that the parameters of the company to meet the requirements of the conditions of use under the premise of B company final design shall prevail. At the same time the two sides also signed a "compressor installation and commissioning contract." The contents of the agreement agreed to B company with their own skills, equipment and labor, in accordance with the A company to provide the relevant raw material gas parameters and technical requirements, to meet the requirements of its working conditions under the premise of A company design, manufacture equipment, And the installation, performance testing, equipment operation in line with the agreement, A company to accept the equipment and pay the price of the facts, the two sides signed the contract in line with the legal characteristics of the contract.

Second, on the case involving "industrial and mining products purchase and sale contract" after the lifting of the responsibility of the division of responsibility and loss of the issue, as well as B companies and A company's own claims filed whether the establishment of the problem. Although Company B has delivered the contracted compressor equipment to Company A, the equipment has not been able to operate normally during the debugging process. In view of the fact that the equipment does not function properly, Company B negotiates with Company A several times Forming a rectification program, A company letter B company, requiring B company in accordance with its proposed replacement of the overall electric drive compressor rectification program, in January 20, 2009 will meet the requirements of the electric drive compressor design information and drawings to A Company, to be a company and the company Xinjie company agreed, written notice B company according to the map began production. The above facts show that the two sides have been on the equipment does not run the normal operation of the issue of the replacement of new equipment to deal with the views of the two sides is in the process of rectification of the implementation of the dispute, the company B has not yet replaced the replacement of new equipment To A company, A company letter to cancel the two sides signed the contract and the "technical agreement", "compressor installation commissioning contract", etc., requiring B company to withdraw the equipment from the installation site, B company will then detach the scene. The behavior of Company B indicates that Company B has no objection to the request of Company A to terminate the contract, and agrees with the request of Company A to terminate the contract. At this point, you can identify the two sides signed "industrial and mining products purchase and sale contract" has been actually lifted. In accordance with the provisions of Article 97 of the Contract Law of the People's Republic of China: "The parties may, after the termination of the contract, fail to perform, terminate the performance and have fulfilled, according to the performance and the nature of the contract, the parties may request restitution, take other remedial measures, And the right to claim damages ". Therefore, after the termination of the contract, B company has withdrawn the equipment, according to the contract to receive the payment and installation costs should be returned to A company.

Although the contract has been lifted, but the reasons for the dissolution of the two sides there is controversy, A company that the company B compressor compressor manufacturers have serious quality problems, resulting in equipment has been installed after the normal operation, resulting in A company contract can not be achieved. And B company is rebutted that the final cause of the contract can not be the reason for the A company to provide natural gas source components of raw materials, air pressure does not meet the two sides signed the "technical agreement" on the technical parameters of the agreement. In fact, B company and A company for the operation of the equipment problems, has been in coordination, consultation solutions and rectification program, the equipment can not run the real reason, the two sides in the process of consultation, did not clearly define the responsibility The Now because the two sides lifted the contract, B company has all the equipment removed and evacuated the scene, the case has no identification conditions, can not be detected by means of technical means to distinguish and distinguish between responsibilities. Therefore, the equipment can not run the reasons for the current both sides of the evidence are still unable to prove their claims.

Therefore, A company claims that due to equipment quality problems, resulting in the loss of the company should be responsible for the compensation claims, there is no factual basis. As for the company B company A company to lift the contract, to the purchase of equipment caused by the loss and the loss of the remaining money, because B and A company in the actual implementation of the rectification program, the original compressor equipment on the basis of additional equipment to change the program to change Design and manufacture of an electric drive compressor program, in accordance with the agreement, B company should be electric drive compressor design and drawings to A company audit before production, and B has not yet proved that the implementation of the obligations of the above, its Has actually purchased and produced electric drive compressor basis is not sufficient. Company B does not pass the design review and obtain the consent of A company, even if there is loss of equipment procurement, the loss is also B's own misconduct caused by the company should not be compensation. And Company B did not inform A Company that it had procured the equipment after receiving a written notice of the termination and claim of Company A, but agreed to act on the other party to terminate the contract. Therefore, B Company to A company unilaterally terminate the contract, to its equipment procurement losses, requiring A company to compensate the petition without fact and legal basis. The Court does not support it according to law. As for the case involving the compressor system crop, B company will be removed, may only have residual value can be used. Although the compressor is not working properly because of the lack of equipment quality problems, but because the compressor can not run properly, B company voluntarily promised to replace the new equipment, after the B company did not actually perform, resulting in A company set for the compressor The purpose of the contract can not be achieved. In addition, B company in the company to lift the contract shortly after the closure of the equipment to the scene so far for several years, the equipment of the residual situation is difficult to find the current second instance. At the same time, combined with the company B company to re-provide a company to drive an electric drive compressor to replace the fact that the gas compressor can not work, the case of B company equipment and installation costs returned to A company's processing results did not increase B The company's responsibility.

‍Case results:

First, the lifting of A company and B company signed the "industrial and mining products purchase and sale contract", "compressor technology agreement", "compressor installation commission", "supply contract technical supplement agreement"; rejected Sichuan B compressor limited liability company Counterclaim claim;

Second, dismissed Chongqing A Energy Equipment Integration Co., Ltd. of the request;

Third, Sichuan B Compressor Co., Ltd. in the judgment within fifteen days after the return of Chongqing A Energy Equipment Integration Co., Ltd. to pay the price of 1.52 million yuan, the installation fee of 80,000 yuan, totaling 1.6 million yuan;

Fourth, dismissed Chongqing A Energy Equipment Integration Co., Ltd. other claims.

R‍elated regulations:

Article 9 (1) of the Contract Law of the People 's Republic of China may terminate the contract by consensus.

The parties may agree that the terms of the termination of the contract. When the conditions of the contract are lifted, the rescuer may terminate the contract.

Article 97 After the termination of the contract, the performance of the contract has not yet been fulfilled and the performance has been fulfilled. If the performance has been fulfilled and the nature of the contract and the nature of the contract, the parties may request restitution, take other remedial measures and claim compensation for the loss.

Article 125 (1) (2) of the People's Republic of China Civil Procedure Law of the People's Republic of China (hereinafter referred to as the People's Republic of China) has been clearly found in the people's court.

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