非专利技术转让合同(56)

　　　　　　20.2.2　notwithstanding the request by the buyer， the supplier shallnot be required by the buyer or be under any obligation to employ anynominated sub-contractor in the following circumstances:
　　　　　　　　（a）if the nominated sub-contractor declines to enter into asub-contract with the supplier whereby the nominated sub-contractorundertakes towards the supplier the like obligations and liabilities asthe supplier has to the buyer in respect of the subject matter of thesubcontract and whereby the nominated sub-contractor will save harmlessand indemnify the supplier from and against any breach by the nominatedsub-contractor of the sub-contract and similarly indemnify the supplierfrom and against any negligence by the nominated sub-contractor; or
　　　　　　　　（b）if the supplier objects to employ the nominated sub-contractor forany of the following reasons:（i）the supplier considers that it would be prevented or prejudicedfrom carrying out any of its obligations under the contract for specifiedreasons if it employed the nominated sub-contractor; or（ii）the supplier considers that the nominated sub-contractor would beincompetent or unreliable in its performance of the work　to　besub-contracted for specified reasons.
　　　　　　20.2.3　if the supplier shall decline to enter into a sub-contract forany of the reasons set out in article 20.2.2 above， the buyer shall do oneof the following:
　　　　　　　　（a）withdraw the nomination and make the supplier select itssub-contractor at its own discretion; or
　　　　　　　　（b）the buyer may enter into a direct contract with such sub-contractor for such work whereupon such work shall not be included in thedefinition of the term "works" specified in article 1 （definitions）hereofand shall be included in the buyer's scope of works set forth in appendix7-1 （scope of works and supply）hereto; or
　　　　　　20.2.4　if the supplier judges that the nominated sub-contractor iscapable and appropriate to perform the works specified by the buyer andenters into the sub-contract with the nominated sub-contractor， thesupplier shall be responsible to the buyer for the full performance of thesub-contract by the nominated sub-contractor， provided however that， ifthe nominated sub- contractor becomes impossible　to　perform　thesub-contract in proper way due to its financial conditions， the buyershall indemnify the supplier from losses and damages suffered by thesupplier due to such situation. in this case the buyer shall appointanother sub-contractor being no less qualified and capable than theprevious sub-contractor as the nominated sub-contractor and the partieshereto shall treat such change as change in the works in accordance witharticle 36 （change in works）hereof.