I. Allocation of Responsibilities
What determines the allocation of responsibilities? Based on practices regarding overseas installation, the allocation is determined by the following aspects: Leadership—installation, commissioning, trial production with raw materials, performance testing, and acceptance are all conducted by the buyer under the seller’s technical guidance (for the scope of technical services, see Annex 4 of this contract/CIETAC complete equipment import contract);
Site—prior to the start of installation, both parties appoint a site representative (installation, commissioning, trial production, performance testing, and acceptance are carried out in accordance with Annex 10; details are recorded in a work log signed by both representatives/CIETAC); Supervision—the buyer is responsible for ensuring qualified personnel correctly execute the installation at their own expense and risk (the supplier’s supervisor leads the installation and commissioning; the supervisor’s costs, including travel and accommodation, are borne by the buyer/Smit Thermal); Guidance—the supplier is responsible only for providing correct and appropriate installation instructions on-site (under no circumstances does the supplier’s supervision extend to civil engineering works, which are the buyer’s responsibility/Smit Thermal); Service—upon the commencement of equipment installation, the seller must dispatch healthy, competent professional technical personnel to the site to provide technical guidance and services for installation, trial operation, and load testing, as well as to participate in trial run assessments and project acceptance (Hualv.com); Cooperation—the seller must fully cooperate with the buyer’s on-site personnel regarding the scheduling and implementation of specific tasks during the installation, trial operation, and load testing phases (Hualv.com). In summary, the allocation is defined by six factors: buyer-led execution, site representatives from both parties, supervisor leadership, buyer responsibility for civil works, seller technical guidance, and on-site cooperation.
II.
Buyer Preparations
What does the buyer need to prepare?
Regarding the buyer’s on-site preparation practices, the requirements are as follows: Conditions—the buyer shall, at its own expense and in a timely manner, provide all earthworks, civil engineering works, and other ancillary works outside the supplier’s scope (including necessary skilled and unskilled labor, construction materials, and tools); Equipment—the buyer shall provide the equipment and materials required for assembly and commissioning (such as scaffolding, lifting equipment, other devices, fuel, and lubricants); Utilities—following the delivery of all machinery to the customer’s plant, the buyer is responsible for all preparatory work (such as power supply, water supply, labor, and cranes); Foundations—if the supplier’s services include installation, the buyer shall, at its own expense, prepare the installation site according to the specifications reasonably requested by the supplier (the supplier is not required to commence installation until the foundations have fully cured and set, and all other necessary civil works are complete); Drawings—the contractor shall timely provide drawings illustrating the plant installation method (along with all information required to prepare suitable foundations, access the plant, and connect necessary equipment; the buyer shall timely carry out preparatory work to ensure the conditions necessary for plant installation and proper operation); Conditions—where the equipment requires installation, commissioning, or technical guidance by the supplier, both parties shall clearly specify the service location, personnel arrangements, service duration, costs, site conditions, and acceptance criteria in Annex III (the buyer shall provide safe access, power supply, lifting facilities, foundation construction, and other necessary site conditions as agreed; if service is delayed due to the buyer’s failure to provide the agreed conditions, the delivery and acceptance deadlines shall be extended accordingly). In summary, preparation involves six key aspects: civil and ancillary works, scaffolding and lifting, power/water/labor, foundation curing/setting, drawings and information, and the site conditions outlined in Annex III;
all six must be fully prepared.
III. Seller’s Services
What to look for regarding the seller’s services.
Regarding seller service practices, the service entails the following: **Personnel Assignment**—The Seller shall dispatch manufacturer engineers to conduct on-site installation and commissioning and provide all technical support for these processes (Law Insider); **Inspection**—The assembly and inspection of major equipment shall take place with the Buyer’s inspection personnel present (the Buyer’s inspectors have the right to attend meetings related to the contracted equipment; the Seller shall fully consider the opinions raised by the Buyer’s inspectors and, at its own expense, take necessary measures to rectify defects or non-compliance with the contract; re-inspection and re-testing are required after defects are remedied, with all associated costs borne by the Seller; CIETAC); **Responsibility**—During installation and commissioning, the Seller shall bear the costs of its personnel’s accommodation, meals, and transportation (the Seller is responsible for safety at the installation site and for its construction personnel; the Seller shall be liable for compensation regarding any personal injury or property damage suffered by the Buyer or third parties caused by installation and commissioning activities; Law Insider); **Visas**—We will arrange visas for the engineers responsible for supervising the installation and testing of the factory machinery (engineers will provide free training courses to the workers at the Buyer’s factory; Wanplas); **Training**—The Seller shall provide training to the Buyer’s personnel (training Party A’s personnel on the installation, startup, operation, and maintenance of the goods, either at the manufacturer’s facility or at the project site; Shaanxi Provincial Government Procurement); **Timeframe**—If installation and commissioning do not occur immediately upon delivery, the Seller (Party B) shall, upon receiving notice from the Buyer (Party A), dispatch technical personnel to the location designated by Party A within three working days to complete the on-site installation and commissioning (acceptance criteria include model, quantity, etc.; Law Insider)—The service comprises six key aspects: assigning engineers, ensuring inspection presence, covering accommodation and meals at own expense, arranging visas, training personnel, and arriving on-site within three days;
these service obligations are clearly defined.
IV. Allocation of Costs
What to consider regarding the allocation of costs.
Based on common practices regarding overseas installation costs, the expenses are structured as follows: **Cost**—The buyer is responsible for commissioning costs when the seller handles installation and commissioning (payment collected prior to the seller’s engineer’s departure via wire transfer or cash; Jingduan Machinery); **Inclusions**—Costs include round-trip airfare; accommodation and meals (at a standard of at least a three-star hotel, booked and paid for by the buyer); and wages for the seller’s technical personnel (at least two personnel at a rate of USD 100.00 per person; Jingduan Machinery); **Multiplier**—Overseas installation and commissioning fees are typically 2 to 4 times the domestic rate (this fee is mandatory; Tongyi Intelligent); **Case Precedent**—The court upheld the seller’s claim for reimbursement of airfare, ruling that the primary purpose of the two visits by its personnel was machine commissioning and staff training (regarding the defendant’s counterclaim under Article 61(1) of the CISG; CICC Case No. 1636); **Airfare**—C&J Company is responsible for all hotel and airfare costs incurred when Chenxing Company personnel visit the buyer’s site for training or commissioning (CICC Case No. 1636); **Time-based Billing**—When installation is billed by time, the following items are charged separately: all travel expenses incurred by personnel (including transport of equipment and personal effects via the methods and travel classes specified in the contract); meals, accommodation, and other living expenses (including a reasonable daily allowance for time away from home; Fibo). **Summary of the six cost aspects**: Buyer bears commissioning costs; covers airfare, meals, accommodation, and wages; rates are 2–4 times domestic levels; case law supports airfare reimbursement; buyer pays for hotels and flights; travel costs are billed separately based on time.
These six points clarify the cost structure.
V. Contract Terms
What to look for in contract terms.
Based on standard practices for overseas installation contracts, the key provisions to consider are: Acceptance—upon completion of equipment installation and commissioning, both parties shall conduct acceptance testing in accordance with the technical standards specified in Appendix I; Testing—the Buyer shall bear all costs associated with acceptance testing (including the provision of electricity, lubricants, water, fuel, raw materials, and other supplies required for testing and final adjustments, as well as the installation of equipment and provision of labor or other assistance at no cost); Compliance—matters requiring the Buyer to bear costs—such as visas, work permits, translation services, local transportation, accommodation, insurance, etc.—shall be handled in accordance with Article 5 of the contract (the Seller must provide authentic and valid documentation required for immigration and work permit processing); Risk—either party must immediately notify the other if they discover compliance risks—such as issues regarding visas, work permits, sanctions, export controls, or other restrictions—that could affect contract performance; Evaluation—when selecting equipment suppliers for overseas plant construction, focus on three core factors: whether the equipment holds export certifications, whether the supplier has an overseas installation and commissioning team, and whether the after-sales service network covers the country where the factory is located (regarding export certification, the key is not merely the existence of a certificate, but specifically which certification applies to which product); Schedule—the Buyer shall notify the Seller of the specific timing for installation and commissioning at least three days in advance.
In summary, the six key areas to address are: acceptance based on technical standards, Buyer-borne testing costs, visa and permit clauses, compliance risk notification, the three-point check on export certifications, and scheduling notifications.
Conclusion
Regarding who is responsible for the overseas installation of non-standard assembly lines, the conclusion is that responsibilities are defined across five dimensions: division of liability, Buyer preparations, Seller services, cost allocation, and specific contract terms.
Execution—Installation, commissioning, feedstock introduction, trial production, performance testing, and acceptance shall be conducted by the Buyer under the Seller’s technical guidance (see Attachment 4 for the scope of technical services); prior to the start of installation, both parties shall appoint site representatives to maintain work logs, which must be signed by representatives from both sides; the Buyer is responsible for correctly executing the installation using qualified personnel at its own cost and risk; the Supplier’s supervisor shall lead the installation and commissioning, with travel, accommodation, and meal expenses borne by the Buyer; the Supplier is responsible only for on-site installation instructions and not for civil engineering works; the Seller shall dispatch professional technical personnel to the site to provide technical guidance and services for installation, trial operation, and load testing, and to participate in trial run assessments and project acceptance; Preparation—The Buyer shall, at its own expense and in a timely manner, provide earthworks, civil engineering works, and ancillary works outside the Supplier’s scope (including skilled and unskilled labor, construction materials, and tools); provide scaffolding, hoisting equipment, fuel, and lubricants required for assembly and commissioning; be responsible for power supply, water supply, labor, and cranes; and prepare the installation site according to specifications (the Supplier shall not commence installation until the foundation is fully cured and set); the Contractor shall provide drawings detailing the installation method and foundation specifications; Attachment 3 shall specify the service location, personnel arrangements, service duration, costs, site conditions, and acceptance criteria (if the agreed conditions are not met, resulting in service delays, the deadlines for delivery and acceptance shall be extended accordingly); Services—The Seller shall dispatch manufacturer engineers to the site for installation and commissioning and provide comprehensive technical support; the Buyer’s inspection personnel shall be present during the assembly and inspection of major equipment, and the Seller shall rectify any defects at its own expense.
Regarding the installation and commissioning process: the seller bears their own costs for meals, accommodation, and transportation, and is responsible for site and personnel safety; the buyer must arrange visas for the engineers and provide free training for their own workers; training for the buyer’s personnel (covering installation, startup, operation, and maintenance) takes place either at the manufacturer’s facility or the project site; the seller must arrive and complete installation and commissioning within three working days of receiving notification. Costs: If the seller is responsible for installation and commissioning, the buyer covers the associated expenses (payable before the engineers depart), including round-trip airfare, accommodation (at a three-star hotel or higher, booked and paid for by the buyer), and technical staff wages (minimum of two personnel at $100 per person/day); overseas installation and commissioning fees are typically two to four times higher than domestic rates; court precedents (e.g., CICC Case No. 1636) establish that the buyer pays for travel airfare when the seller dispatches personnel for machine commissioning and training; travel expenses, accommodation, and allowances are charged separately when billing based on time. Terms: Acceptance is based on the technical standards in Attachment I following the completion of installation and commissioning; the buyer bears all acceptance testing costs and provides—free of charge—electricity, lubricants, water, fuel, raw materials, and labor assistance; arrangements for visas, work permits, translation, local transport, accommodation, and insurance follow the stipulations in Article 5 of the contract; parties must immediately notify each other of any risks regarding visas, work permits, sanctions, export controls, or compliance; when selecting overseas suppliers, focus on three factors: export certifications, the installation/commissioning team, and the after-sales service network (note that a supplier’s robotic arm having CE certification does not guarantee their dehumidifying dryer also has CE certification);
the buyer must notify the seller of the installation and commissioning schedule three days in advance.
In summary, regarding overseas installation: the seller provides guidance, the buyer prepares the site, costs are agreed upon, and acceptance standards are set—once these four conditions are met, the installation process proceeds smoothly.
