Sale and Purchase Contract of Indonesian Bauxite: The Seller [PDF]

Zitiervorschau

Contract No. Xiamen-Bauxite 48% up- IV.2014 2018

Date: September 8,

SALE AND PURCHASE CONTRACT Of INDONESIAN BAUXITE Contract No.: 51/xc&d/b/IV/2014 This Sales and Purchase Contract of Indonesian Bauxite (“Contract”) is made on September 8, 2018 by the Seller and the Buyer. THE SELLER Company Name Address

: :

Tel/Fax Mobile Email

: : :

Represented by Position

: :

THE BUYER Company Name Address

: XIAMEN C & D INC NORTH HUBIN ROAD,XIAMEN,CJINA

Tel/Fax Email

: :

Represented by Position

: WUDHI : PRESIDENT DIRECTOR

This Contract supersedes all prior oral and written agreements, if any, between the parties and constitutes the entire agreements between the parties with the respect to Sale and Purchase Contracts of Indonesian Bauxite. WHEREAS, each of the persons executing this Contract on behalf of the Seller and the Buyer respectively, do each represent that He has the full authority from the respective company to execute this Contract, and that the Seller’s Company and Buyer’s Company hereto each agree to be bound by the term and conditions stated herein; ARTICLE 1 – DEFINITION In this Contract, unless the context otherwise requires, the following terms shall respectively have following meanings: 1. “Ore” means Bauxite of Indonesia Origin 2. “ASTM” means the American Society for Testing and Materials and “ISO” means International Organization for Standardization. 3. “Dry Basis” means ore dried at 105 degrees Centigrade, “DMT” means Dry Metric Ton.

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Contract No. Xiamen-Bauxite 48% up- IV.2014 2018

Date: September 8,

4. “Wet Basis” means ore in its natural wet state. “WMT” means Wet Metric Ton. 5. “Dollars”, “US Dollars”, “USD”, “US$”, “$”, “Cents” where used shall refer to the currency of the United States of America. 6. "FOB" and “FOBT” means delivery Free on Board in accordance with INCOTERM 2000 and side trimmed. 7. “Kg” means Kilogram (s) as defined in “International System of Units”. 8. “Ton” and “MT” means metric ton of 1,000 Kgs as defined in “International System of Units”. 9. “mm” means millimeter as defined in “International System of Units”. 10. “Port of Loading” means the port at which the iron ore is to be loaded in Indonesia. 11. “Statement of Facts” means a document that is draw up covering the time, the breakdown that occurred and deviation commencing from the vessel returned to the point of deviation and the voyage was resumed. 12. “Time Sheet” means a document which records all daily particulars relating to the loading or discharging of cargo as well as the duration of and reason for any stoppage of work and is used as a basis for the calculation of demurrage/dispatch. 13. “Working day” means a day upon which business is regularly transacted and unless expressly stated, the term “day” shall be deemed to mean “calendar day”. 14.“PWWD SHINC” means per weather working day, Sundays and holidays included. 15.“CCIC” means “China Certification & Inspection (Group) Co., Ltd.” 16.“CIQ” means Entry-Exit Inspection and Quarantine of The People’s Republic of China 17.“Article & Clauses”: both the article and clause in this contract shall have the same meaning. ARTICLE 2 - COMMODITY Name of Commodity:

Bauxite ( Washed )

Country of Origin:

Indonesia

Port of Loading: Port Coordinates: Packing:

In Bulk

Partial Shipment:

Not Allowed

Tran shipment:

Not Allowed

ARTICLE 3 – QUANTITY AND DURATION 3.1 Quantity: 3.2 Contract Period: 3.3 Delivery

100.000 – 150.000 MT ± 10% per shipment at Buyer’s option depending on the availability of the vessel, and approximately 200,000 MT per month. From May 2014 - December 2014. May 2014

ARTICLE 4 – TERM OF DELIVERY 4.1 4.2 4.3

For each shipment, the delivery should start within Thirty (30) days from the date L/C received by Seller. Delivery to take place by Seller to Buyer directly to MV， FOB, Indonesia. The Lay Can for each shipment will be confirmed by both parties in writing monthly.

ARTICLE 5 - QUALITY SPECIFICATION

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Contract No. Xiamen-Bauxite 48% up- IV.2014 2018

Date: September 8,

5.1 The Quality of Bauxite to be supplied hereunder shall have the following typical specifications determined and analyzed by CCIC /SGS/Intertek at the loading port and finalized by CCIC or CIQ at the discharging port. All percentages used refer to percentage by weight. A). Chemical Composition

Guaranteed Specification (%)

A. Chemical Composition (On Dry Basis) Ore Type Unwashed

Rejection (%)

Trihydrate Bauxite

ALUMINA (Al2O3)

48.00-49.00%

15.00%

IRON OXIDE(Fe2O3)

15.00-19.00%

>19.00%

Loss on Ignition (LOI)

27.00 – 30.00%

B. Physical Properties 0 mm – 100 mm C. Moisture (Free moisture loss at 1050C)

100.00% 12.00%Max

>13% or >TML

ARTICLE 6 – PRICE 6.1 The Base Price is US$ 45.00 (United States Dollars Fourty four only) per Dry Metric Ton FOB Mother Vessel. Port of Kalbar, Indonesia, based on Al2O3 49.00% reject below 48.00%. It will be payable either against an irrevocable transferable L/C at sight or through telegraphic transfer subject to a written consent from both Seller and Buyer. 6.2 The price shall be subject to review for every 2 (Two) shipments. ARTICLE 7 – WEIGHT AND QUALITY DETERMINATION 7.1

At the Port of Loading: Seller shall at seller’s own cost to appoint CCIC/SGS/ Intertek Indonesia to determine the weight of the shipment by means of draft survey and the quality of the shipment. CCIC/SGS/Intertek Indonesia shall issue the Certificate of Weight, the Draft Survey Report and the Certificate of Quality. The draft survey shall be supervised by the master or ship officer with their signature on the certificate. The method of sampling and analysis will comply with the Japanese Industrial Standard, JIS M8100. The Certificate of Weight, the Draft Survey Report and the Certificate of Quality issued by CCIC / SGS/ Intertek Indonesia upon loading the Bauxite on to the mother vessel at the loading port shall be the basis for provisional payment calculation and insurance policy/certificate. Buyer may at Buyer’s expenses have its representative at the time of such determination at the loading port.

7.2

At Port of Discharging:

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Contract No. Xiamen-Bauxite 48% up- IV.2014 2018

Date: September 8,

Buyer shall at Buyer own cost to appoint CCIC or CIQ in China to determine the weight of the shipment by means of draft survey and the quality of the shipment. The Certificate of Weight, the Draft Survey Report and the Certificate of Quality issued by CCIC or CIQ in China upon arriving in the discharging port shall be the basis for final payment and binding for invoicing and settlement of all related payments. Seller may at Seller’s expenses have its representative at the time of such determination at the discharging port. 7.3 In the determination of weight and quality, two digits after decimal point shall be taken by rounding up the third for weight and chemical contents. ARTICLE 8 - PRICE AND QUANTITY ADJUSTMENT In the event the quality of iron ore supplied varies from the specifications set out in ARTICLE 5 QUALITY in respect of chemical compositions, moisture and physical size, then adjustment to the invoice shall be made in accordance with the following provisions: A) For Alumina (Al2O3) content: 

For each 1.00% Al2O3 content below 49.00%, the Base Price shall be decreased by US$ 1.00 per dry metric ton or fraction pro rata.



For each 1.00% Al2O3 content above 49.00%, the Base Price shall be increased by US$ 1.00 per dry metric ton or fraction pro rata.



Buyer has the right to reject the cargo if Al2O3 falls below 48.00% or negotiate a price acceptable by both buyer and seller.

B) For Silica (SiO2) content: 

For each 1.00% SiO2 content above 13.00%, the Base Price shall be decreased by US$ 0.50 per dry metric ton or fraction pro rata.



For each 1.00% SiO2 content below 13.00%, the Base Price shall be increased by US$ 0.50 per dry metric ton or fraction pro rata.



Buyer has the right to reject the cargo if SiO2 is above 15.00% or negotiate a price acceptable by both buyer and seller.

C) For Iron Oxide (Fe2O3) content: 

For each 1.00% Fe2O3 content above 19.00%, the Base Price shall be decreased by US$ 0.20 per dry metric ton or fraction pro rata.



There is no bonus for Fe2O3 content below 15.00%

D) Free Moisture: When the free moisture level is more than 13.00%, the penalty is USD 0.20 per dry metric ton for each 1.00% free moisture above 13.00%, fraction pro rata. I). Size Seller’s initial:

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Contract No. Xiamen-Bauxite 48% up- IV.2014 2018

Date: September 8,

When the percentage of the size above 75mm is more than 10%, the penalty is USD 0.20 per dry metric ton for each 1.00% of the percentage of size above 75mm above 10.00 %, fraction pro rata. J). Rejection of Cargo In the event the quality of iron ore supplied beyond the rejection level from the specifications set out in ARTICLE 5 QUALITY in respect of chemical compositions, moisture and physical size, the Buyer has the right to reject the cargo if agreement on price adjustment between the Seller and Buyer can not be reached through friendly discussions. If Buyer rejects the shipment, Seller guarantees to take back the shipment and refund all the payment to Buyer. ARTICLE 9 – PAYMENT TERMS 9.1 Currency All invoices or credit notes shall be in US Dollars and Cents, and all payments shall be made in Dollars and Cents. 9.2 Performance Bond The Seller shall issue a Performance Bond (PB) non-operative to the Buyer, which is equivalent to 2% of the total shipment value as a guarantee for the shipment and delivery. NOTE: Performance bond (PB) to be issued prior to the issuance of the DLC. 9.3

Letter of Credit

The Buyer will issue an irrevocable, non-transferable, operative Letter of Credit (L/C) at sight for the 100% total FOB MV value for the shipment value to Seller within 5 banking days after signing of the contract the issuing of the 2% performance bond. All bank charges, fees and costs incurred at Opening Bank’s side shall be for the account of Buyer. All bank charges, fees and costs incurred at advising and beneficiary’s bank shall be for account of the Seller. L/C text must be agreeable to all parties involved including respective bankers. In the calculation of invoice value, two digits after decimal point shall be taken by rounding up the third for invoice amount, weight and chemical contents. The Letter of Credit shell Marked：Third party’s documents are allowed. 9.4

Procedure 

The buyer shall open an Irrevocable ,non-transferrable L/C valid for 60 days after B/L date for the total 100% FOB value of the shipping amount to Seller within 5

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Contract No. Xiamen-Bauxite 48% up- IV.2014 2018

Date: September 8,

working days. 

The Seller shall load the cargo as per contract.

ARTICLE 10 – DOCUMENT FOR PAYMENT 10.1

Provisional Payment

There shall be a Hundred percent (100%) provisional payment upon the submission of documents listed under item (10.1) below. Documents for Provisional Payment： 1. Seller’s signed and stamped Commercial Invoice in 3 originals and 3 copies indicating the contract number, and name of carrying vessel. The Invoice value shall be based on the Certificates of Weight and Quality issued by CCIC Indonesia for the cargo on board at the loading port showing details of calculation. 2. Full set (3/3) of original clean on board shipped Bill of Lading made out to order, blank endorsed, marked “Freight Payable as per Charter Party” and notifying the applicant. 3. Certificate of Quality in 1 original plus 3 copies issued by CCIC Indonesia at the loading port. 4. Certificate of Weight or Draft Survey Report in 1 original plus 3 copies issued by CCIC Indonesia based on the draft survey at the loading port. 5. Certificate of Origin in 1 original plus 3 copies issued by Indonesia Authority. Seller shall fax or email the above documents to buyer within 3 working days after the date of bill of lading, in order to deal with the marine insurance and previous customs formalities for the buyer.

10.3

Bank Account

All payments made under this contract shall be made in US Dollars to SELLER’s nominated bank. Bank Information from SELLER is as follows SELLER: Bank Ñame SWIFT Bank Address Account Name Account Number Bank Officer

Seller’s initial:

: : : : : :

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Contract No. Xiamen-Bauxite 48% up- IV.2014 2018

Date: September 8,

BUYER : Bank Ñame SWIFT Bank Address Account Name Account Number

10.4

: XIAMEN C & D INC : BKCHCNBJ73A : Bank of China ,N0.40 North Hubin Road,Xiamen.361012 China : Xiamen C & D Inc : 413058380889

Telegraphic Transfer

In order to avoid expensive bank charge for Letter of Credit payment, Buyer may have the option to pay via telegraphic transfer for provisional or final payments or for both. In the event of telegraphic transfer, Buyer shall make a written request prior to the payment, and Seller shall send a written confirmation and notify the bank to cancel the payment via L/C. ARTICLE 11 – TERMS OF DELIVERY AND SHIPMENT DATES 11.1 After readiness of eighty percent (80%) of cargo and getting proof of cargo stock, Seller shall send the Notice of Readiness of Cargo (NOR) together with the proof of cargo stock to Buyer and inform Buyer to charter vessel. In case that Ten (10) days prior to the latest shipment time, Seller cannot inform the Buyer of such proof of cargo stock, the Performance Bond as stipulated in Article 9.2 shall be forfeited as penalty. 11.2 Buyer shall nominate a vessel for the shipment immediately NOR. Seller shall reply within Twenty Four (24) hours after Fixture Notes indicating acceptance of the nominated vessel, not be unduly withheld, with specifics information as per below - Name of Vessel and its particulars, - Quantity of Bauxite to be loaded on board the Vessel, - Estimated date of Vessel’s arrival at the Loading Port, - The rate of Demurrage and Despatch.

after the receipt of the receipt of the vessel’s which acceptance shall for Seller’s acceptance:

11.3 A Nominated Vessel can be substituted upon Seller’s approval after Seller receives a written notice of the Substitute Vessel’s particular not less than five (5) days before commencement of laycan at loading port. 11.4 The vessel shall provide necessary equipments, including cranes and grabes for the purpose of loading the cargo into the carrying Mother Vessel whereever it is at bearth or in anchorage and sufficient power to operate all usual deck appliances including sufficient lights on board for night loading. 11.5. Vessel's agents at discharging port shall be nominated by the Buyer. 11.6 Buyer shall arrange for Vessel’s master to advise via Agent to Seller the Notice of Arrival on 7, 5, 4, 3, 2 and 1 days prior to Vessel’s arrivals at Loading Port. ARTICLE 12 – CONDITIONS OF SHIPMENT & LOADING TERMS 12.1 Loading Port Loading port:, Indonesia Seller’s initial:

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Contract No. Xiamen-Bauxite 48% up- IV.2014 2018

Date: September 8,

The details of Loading Port will be informed to Buyer at least Ten (10) days before Vessel’s ETA at the loading port. 12.2 Notice of Readiness (NOR) Notice of Readiness (NOR) is to be tendered by the vessel or vessel's agent upon the vessel's arrival at the loading port all time day and night Saturdays Sundays Holidays included. Whether in berth or not, whether in port or not, whether in free Pratique or not, whether in customs clearance or not upon the time vessel arrival at pilot station by fax /email. 12.3 Lay time Lay time at the loading port shall commence twelve (12) consecutive hours after Notice of Readiness is tendered, whether in berth or not, unless sooner commenced. If loading is commenced sooner, lay time shall count from the time of actual loading. Lay time will commence WIBON, WIPON, WIFPON AND WCCON. Lay time shall end at the point of time when the loading work has been completed. 12.4 Loading Rate The Seller shall be responsible for loading, stowing and trimming of the cargo at the loading port. Cargo is to be loaded at the rate of 8,000 metric tons per weather working days of 24 consecutive hours Sunday and holidays included (PWWD SHINC). 12.5 Detention, Demurrage and Dispatch In the event of the vessel is prevent from or delayed in berthing or sailing at/from the loading port as a result of Seller’s failure to complete all formalities and process necessary documentation, and during the loading caused any demurrage, Seller will be responsible for the costs associated with the detention of the vessel over and above demurrage (except the delay caused by vessel or vessel’s master). When allowable lay time has been exceeded, the ship shall remain on demurrage until completion of loading. Detention, Demurrage and dispatch amount shall be based on the fixture note signed by Buyer. In calculating detention, demurrage or dispatch, part of a day shall be included pro rata in the calculation, but always fully settled after vessel’s completion of loading and before vessel’s sailing to discharge port. 12.6 Dead Freight The Owner/ Master/ Agents of the vessel nominated to Seller by Buyer shall declare the stowage plan to the Seller/ their agents by e-mail/ fax, prior to arrival of vessel at loading port. Once the stowage plan is declared, the Seller shall load Nickel-ore as per the quantity declared in the stowage plan. For any short quantity loaded, the Seller shall pay dead freight which shall be calculated by multiplying the short quantity by the freight of the vessel nominated to the Seller. After receiving and accepting ETA of the vessel, it will be seller’s responsibility to prepare adequate quantity of nickel ore and all the barges prior to ETA vessels. Once vessel has waited for loading in Loading Port for Five (5) days, it deems that Seller has no ability to arrange loading and Buyer reserves the right to withdraw vessel. Then

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Contract No. Xiamen-Bauxite 48% up- IV.2014 2018

Date: September 8,

Seller should pay the demurrage and dead freight according to the terms and conditions stipulated in Charter Party. 12.7

Additional Equipment for Loading

Additional equipment such as required unit of bulldozers or Wheel Loader or Excavator including operators shall be supplied and paid for by Seller and additional expenses such as the employment of crane operators, stevedores and loading supervisors also to be borne by the Seller. 12.8 Overtime Cost Any cost for overtime of the officers and crew of vessel shall always be to the account of vessel. 12.9 Vessel Lighting The Vessel shall furnishing lighting necessary for night work on board the vessel and suitable safety gangway with net. Vessel should be provided working with accommodation for foreman. Opening and closing the hatch covers shall be at vessel’s cost. 12.10 Cost and Other Charges Seller shall bear all the costs of loading of the Bauxite on the vessel, export tax and similar taxes imposts or charges imposed by Governmental Agency of Indonesia, and other Costs, which normally are considered to be for Seller’s account. Ship-owner shall bear the shipping agency, crew transfer, berth-age, pilot-age, tugboat and line- handling fees, port charges and other similar costs which normally considered being for Vessel’s account. 12.11 Loading Failure

a.

In the event that the Seller fail to effect delivery of time as stipulated in this contract, the Buyer shall have the right to cancel the contract, forfeit the PB and seller should give the compensation by payback all the payment has been made by buyer and buyer has the rights to keep all the goods

b.

If the loading delayed by those reason of Seller, Seller is obliged to pay to Buyer a demurrage according to the vessel charter party.

c.

The Seller reserves the right to claim from the Buyer for all losses / damages incurred should the Buyer failed to send their vessel to load the readied cargo after being informed by Seller within the validity date of the Delivery Schedule by seller and buyer. This claim shall include the port cost, paid exportation levies, etc.

d.

Stevedore Damage: The Stevedores at loading port are to be appointed by the Sellers at their risk and expense. The Stevedores shall be considered as the Sellers servants and the Sellers are to be responsible for any negligence, default or error in judgment of the Stevedores and /lighters employed in loading the vessel(s).

e.

Loading is to be done under supervision of Master. Master has right to stop loading if in his opinion it is found unsafe that may cause damage to the vessel. All delays due to this stoppage of work to be on Sellers account.

f.

Should Master suspect any damage caused to vessel due to stevedores. Master has to immediately notify in writing to stevedores/Sellers/Sellers agent by fax/cable or

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Contract No. Xiamen-Bauxite 48% up- IV.2014 2018

Date: September 8,

telex within Twenty Four (24) hours of its occurrence. Sellers or their agents have the right to inspect any reported damage with their own surveyor. Master has right to report the hidden damages upon discovery whether at sea or at discharge port. Sellers are solely responsible for such damage and same to be repaired at Sellers time and cost prior to vessel sailing from load port except for hidden damages which to be repaired at Sellers cost and time at place and time requested by the Vessel’s owners. ARTICLE 13 – TITLE, RISK AND LIABILITY Title with respect to each shipment shall pass from seller to buyer when seller has received the provisional payment from the opening bank through negotiation bank against the relative shipping documents as set forth in Article 10.1 after completion of loading on board the vessel at loading port, with effect retrospective to the time of delivery of nickel ore. All Risk with respect to each shipment shall pass from the SELLER to the BUYER with the commodity has been loaded on board the vessel, include vessel stowed and trimmed. ARTICLE 14 – TAX AND DUTIES Taxes and duties and charges levied on the ore or on this contract in the country of origin shall be the SELLER’s account. Taxes and duties and charges levied on the ore or on this contract in the country of discharge shall be for the BUYER’s account. ARTICLE 15 - BUYER’S OBSERVATION Buyer shall at his own expense to send a surveyor to verify whether the owner has title of product and Buyer shall also reserve the right at any time at his own expense to observe or appoint an observer / representative / third party international inspection agency during sampling and analysis, loading and weighing at the loading port, for which Sellers to extend all necessary cooperation. ARTICLE 16 – INSURANCE Buyer shall at his expense, arrange for suitable marine insurance cover for the material shipped by Seller. Transshipment insurance cover will be for Seller’s account. ARTICLE 17 – FORCE MAJEURE A. In the event of delivery of all any part of Ore under this Contract being obstructed and/or delayed due to or resulting from cause or causes beyond the control of Seller and Buyer, such as war, hostility, military operation of character, civil commotions, sabotage,

quarantine

restriction,

acts

of

Governments,

fire,

floods,

explosion,

epidemics, blockades, revolutions, insurrection, mobilization, strikes, lockouts, riots, act of God, Seller or Buyer shall relieved of the responsibility for performance of this Contract as per Paragraph C) here in after to the extent to which such performance has been obstructed. B. In the event that such Force Majeure condition occurs prescribed in Paragraph A) here in above, the party shall advise by cable the other party as soon as possible and then Seller’s initial:

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Contract No. Xiamen-Bauxite 48% up- IV.2014 2018

Date: September 8,

shall, within 2 (two)weeks after occurrence of such event, furnish the other party in writing with particulars of the relevant event and documents explaining that its performance is prevented or delayed due to cause of causes as set forth in Paragraph A) here in above and further shall furnish at the same time of at latest within 2 (two) weeks after occurrence of such event the documentary evidence duly proving such Force Majeure condition. The party declaring a Force Majeure shall during the duration of such Force Majeure condition uses its best effort to resume the performance of its obligations under this contract with the least possible delay and such party shall always advise the other party of detailed progress of the event of Force Majeure and the prospect of settlement of such event and of the resumption of the performance of its obligations under this contract. C. Seller or Buyer shall be relieved of the responsibility for performance of this contract to the extent to which such performance has been obstructed and if approved by other party, the time of delivery may be postpone for the duration of the postponement of this Contract mentioned herein exceeds 3 (three) months, the other party shall have the option to cancel this Contract in respect of the undelivered quantity or extend of the period of delivery by mutual agreement. ARTICLE 18 – DISPUTE SETTLEMENT All disputes in connection with this contract or the execution thereof shall be settled through friendly negotiation between both parties. In case no settlement can be reached through negotiations, the case should be submitted for arbitration to Arbitration of the International Chamber of Commerce in Hong Kong in accordance with it’s rules as at present in force and as may be amended by the rest of this clause. The decision of the arbitration commission shall be final and binding upon every parties; neither party shall seek recourse to neither a law court nor other authorities to appeal for revision of the decision. Arbitration fee shall be borne by the losing party. ARTICLE 19 – LIABILITY The Liability of a party in respect of any claim brought by the other party based on failure of the first party to fulfill its obligations under this Agreement shall be limited in any event to liability for loss suffered by the party aggrieved, excluding loss of profit and anticipated profit and all indirect or consequential loss or damage to the party aggrieved. ARTICLE 20 – NOTICES Any notice of other communication required under this Agreement shall be made by personal delivery, facsimile, mail or email correctly addressed to a party whose address is noted below. TO SELLER:

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Contract No. Xiamen-Bauxite 48% up- IV.2014 2018 Company Name Address

: :

Tel/Fax Email Represented by Position

: : : :

Date: September 8,

TO BUYER : Company Name Address

: Xiamen C & D Inc : North Hubin Road,Xiamen,China

Tel/Fax Email

: :

Represented by Position

: Wudhi : Executive Vice President

ARTICLE 21: VALIDATION AND ALTERATION This Contract shall become effective when the duly authorized representatives of Seller and Buyer sign thereon. Any change, modification in or addition to the terms and conditions of this Contract shall become effective when confirmed by both Seller and Buyer in writing. ARTICLE 22 - APPLICABLE LAW This Agreement shall be governed by and construed in accordance with the laws of Hong Kong to Apply and each of the parties hereby submits to the non-exclusive jurisdiction of the Hong Kong Law. ARTICLE 23 – CONFIDENTIALITY This Agreement is confidential and shall not be disclosed except to appropriate governmental entities unless otherwise. Also both parties agree not to circumvent each other with their respective suppliers, Sellers or Buyers or their agents, representative(s) for a period of minimum of Twenty Four (24) months after the expiry or completion of the Contract whichever is the latter. ARTICLE 24 - ENTIRE AGREEMENT　 24.1 This Contract contains the entire understanding between the parties with respect to the transactions contemplated hereby and can only be amended by a written agreement. Any prior agreement, written or verbal, is deemed merged herein and shall be superseded by this Contract. 24.2 The article and other headings in this Contract are for convenience only and shall not be interpreted in any way to limit or change the subject matter of this Contract. 24.3 All signed appendices, annexes and supplements shall constitute an integral part of the present Contract.

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24.4 EDT (Electronic document transmission) shall be deemed to be valid and enforceable in respect of the provisions of this Contract. Either party shall be in a position to request for a hard copy of any previous electronic transmitted document. 24.5 Both parties agree that the signed and sealed fax or EDT copies of the Contract are fully binding and enforceable until the hard copy of Contract will be exchanged courier. 24.6 Grammatical mistakes, typing errors, if any, shall not be regarded as contradictions. ARTICLE 25 – NON-CIRCUMVENTION CLAUSE 　 All parties that are signatories to this Contract agree not to circumvent the parties that introduced Buyer and Seller to each other but to uphold this clause that is based on sound international business practices. This contract is in 2 original, 1 original to be held by each party. IN WITNESS WHEREOF, the parties hereto have executed this contract by their respective authorized signatory as of the date first above written. SIGNED for and on behalf of SELLER: By

BUYER: By

Authorized Representative

Seller’s initial:

___________________________ Wudhi Executive Vice President Authorized Representative

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