contract合同

CONTRACT

Contract No.:DH2002-GPA254-0202-NO

DATE: May 22, 2007

The Buyers: Evergreen industries group

Address: 69 Jiang Nan Road, Ningbo, Zhejiang, People’s Republic of China

Post Code: 315040

Fax No: 86 0574 8778 7509 Telephone No: 86 0574 8778 7510

The Buyers: Zhejiang Shipbuilding Co., Ltd.

Address: 69Jiang Nan Road, Ningbo, Zhejiang, People’s Republic of China

Post Code: 315040

Fax No: 0086 574 8777 8673 Telephone No: 0086 574 8779 2384

The Sellers: Ing. Per- Gjerdrum A/S

Address: P.O. Box 154 N-1395 Hvalstad, Norway

Fax No: 47 66 77 56 01 Telephone No: 47 66 77 56 00

This contract is made by and between the Buyers and the Sellers, whereby the Buyers agree to buy

and the Sellers agree to ll the under mentioned commodity according to the terms and conditions

stipulated below:

1. Name of the goods and its specification, quantity, unit, price and total value:

DESCRIPITION OF COMMODITY UNIT QTY UNIT PRICE AMOUNT

1. Liquid Mud pump, liquid mud CIF NINGBO

1 agitator, liquid mud tank cleaning shipt USD185,000.00 USD185,000.00

machine, liquid mud jetting pump

SPECIFICATIONS AND SCOPE OF SUPPLY AS PER ATTACHED TECHNICAL AGREEMENT

SIGNED BETWEEN BUYER AND SELLER ON March 1 ,2006.

st

TOTAL VALUE: SAY CIF NINGBO BY SEA IN USD ONE HUNDERED EIGHTY FIVE

THAUSAND ONLY

2. Country of Origin and Manufacturer: Norway/ -Gjerdrum A/S

3. Time of Shipment: Before Nov 20st, 2009

4. Place of Shipment: Main European Port

5. Place of Destination: Ningbo Seaport, China

6. Shipping Mark:

The llers shall mark on each packages with fadeless paint the package number, gross weight,

net weight, measurements, shipping mark and the words: “keep away from moisture”, “Handle

with care”, “This side up”, ect. Or other generally adopted symbols. In the ca of dangerous and

/or poisonous cargo (es) and the generally adopted symbols shall be marked conspicuously on

each package. The shipping mark shall be:

Hull No.: DH2002

Contract No.: DH2002-GPA254-0202-No

Zhejiang Shipbuilding Co., Ltd.

7. Packing

To be packed in new a-worthy strong wooden ca(s) or in container or in cartons as per

international packing standard, suitable for long distance Sea/ Air freight transportation/parcel post

and change of climate, well protected against dampness, moisture, rust, shocks and rough handling,

protected for a period of six months from date of shipment.

The Sellers shall be liable for any damage of the commodity and expens occurred on account of

improper packing and for any rust attributable to inadequate or improper protective measures

taken by the Sellers in regard to the packing, in which ca they shall rectify the transport damage

and in ca of corrosion, reimbur the Buyer for relating expens incurred up to an amount the

Seller would have incurred the remedial action been taken by himlf at his premis.

It is Buyer’s responsibility to check packing and prervation. In ca Buyer becomes aware of

damages of packing and prervation or period of prervation has been elapd he shall inform

Seller without undue delay; Otherwi Seller is relead from its warranty obligations.

With the engine package, the lifting device should be delivered which shall remain property of

Seller and be returned DDU Seller’s premis in due time after installation of the engine.

Following documents shall be enclod in each package:

Detail packing list in 2 copies issued by the Manufacturers/ Seller indicating the number, content,

measurement, net and gross weight of each package.

8. Insurance:

To be covered by the Sellers for 110% of Delivered Goods Value.

9. Payment:

As per the attachment 1 of this contract.

10. Documents:

1) 3 original commercial invoice and 3 copies indicating sold to Evergreen industries group,

indication contract number L/C number and shipping mark mad out in details as per the

related contract.

The llers should supply an additional t of original commercial invoice to Zhejiang

Shipbuilding Co., Ltd.

2) Bill of Lading

2/3 ts of on board ocean bills of lading in original and copies marked “Freight Prepaid”

made out to order, blank endord, notifying Consignee, at place of destination specified in

the contract.

3) 3 ts of packing list in original and 3 ts of copies indicating contract number, name of the

commodity, package number, Net/Gross weight, measurement of packages issued by the

llers/makers.

4) Insurance certificate covered all risks and war risks ba on 110% of delivered goods value

in three (3) copies.

5) Certificate of Quantity issued by the llers.

6) Beneficiary’s certificate certifying that the “IPPC” mark has been stamped on surface of

wood package/crate./pallet by Heat treatment provider with proper reference and

authorization of certified National Plant quarantine authorities/protection organization of

exporting country of region. The sample of the “IPPC” mark and number shall be showed on

this Beneficiary’s certificate.

7) Copy of telex/ telefax to the buyers advising the shipment details including the name of the

commodity, gross weight, ETA, ETD, etc. immediately within 3 working days after shipment

is made.

In addition, the llers should nd the following documents directly to Zhejiang

Shipbuilding Co.,Ltd. by express courier as soon as possible after shipment. Should the

Sellers fail to do so, the Sellers shall bear the penalty for the delay of Chine Customs’

Declaration and Demurrage which the Buyers pay to the Cargo Agency.

A) 1 original commercial invoice

B) 1 original of the packing list

C) 1/3 ts of on board ocean bills of lading in original

D) Beneficiary’s certificate certifying that the “IPPC” mark has been stamped on surface

of wood package/crate/pallet by Heat treatment provider with proper reference and

authorization of certified National Plant quarantine authorities/protection organization of

exporting country or region. The sample of the “IPPC” mark and number shall be showed on

this Beneficiary’s certificate.

11. Shipment:

CIF Terms

The llers shall the commodity from the port of shipment within the shipment time for

shipment to the port of destination. Transshipment is not allowed. Partial shipment is not

allowed. The contracted commodity shall not be carried by a vesl flying the flag of a

country which the Buyers cannot accept.

12. Inspection and Claims:

a. Under the prence of the classification society’s reprentative Seller will carry out an

Acceptance Test Run of the engine on its test bed to verify the data as specified in this

Contract. Sellers has to inform Buyer about the date of this Acceptance Test Run twenty days

in advance and to provide a corresponding testing program. Buyer is entitled to attend the

Acceptance Test Run at his own expen.

Seller shall issue a test certificate. To the extent not covered by the test, Manufacturer shall,

before making delivery, make a preci and comprehensive inspection of the goods as

regards their quantity, quality and weight and issue a Certificate certifying that the goods are

in conformity with stipulation of this Contract。

b. Within 30 days after arrival of the goods at the port of destination, the buyer shall apply to

Ningbo Import &Export commodity Inspection &quarantine Bureau of P. R. China for the

final inspection of the goods in respect of their quality, quantity and weight. If any

discrepancies are found by the inspection bureau regarding the quality, quantity and weight

expect tho for which the Seller is responsible, the buyers shall have right to claim shall be

regarded as accepted if the llers fail to reply within 30 days after receipt of the Buyers’

claim.

13. Settlement of Claims:

In ca a claim is lodged by the Buyers within the period of claim as stipulated in clau 12

of this Contract, which is bad on failures in design, workmanship or material, the Sellers

shall ttle the claim by:

Repair or replace the defective goods with new ones which conform to the specifications,

quality and performance as stipulated in this Contract and bear all expens incurred for

repair/replacement incl. dispatch, as well as reasonable costs of removal and installation of

Equipment, further, if under consideration of the individual ca this can be reasonably

demanded, the costs of necessary rvices of his mechanics and assistants. The guarantee

period of repair or replacement goods shall also be 13 months as specified in Clau 12 of

this Contract from the date on which the new-built ship be delivered to the ship owner or 26

months counting from the date on which the commodity arrives at the port of destination,

whichever is earlier. In ca the defective goods are found, the Seller must replace it within

30 days after receiving the Buyer’s written notice, unless the nature of the defect acquires

some longer period. Buyer shall give Seller necessary time and opportunity to remedy the

Defect. If defects of deficiencies of the goods supplied under this Contract occur in the

cour of operation within warranty period, the Seller shall immediately be informed by a

telefax notice from shipyard or ship owner (or it’s nominee) describing such defects or

non-conformities.

IF SELLER is not successful in the repair or replacement of the same defective goods as described

above after two attempts, the Seller will agree to one of the following:

a) the rejection of the defective goods and refund to the BUYER the value of the

defective good rejected in the same currency as contracted herein and bear all direct

loss and expens in connection therewith including interest occurred, banking

charges, freight, insurance premium, inspection charges, storage charges and all other

necessary expens required for the custom and protection of the rejected goods.

b) Devalue the defective goods according to the degree of inferiority, extent of damage

and amount of direct loss suffered by the buyers and End urs.

14. Guarantee of Quality: The Sellers guarantee that the commodity hereof is made of the best

materials with first class workmanship, branded new and unud and complies at the time of

delivery in all respects with the quality and specification stipulated in this contract. The Seller

further warrants that it shall remain free from defects attributable to failures in design,

workmanship or material for a period of 26 months counting from the date on which the

commodity arrives at the port of destination or 13 months counting from the date on which the

new-built ship be delivered to the ship owner whichever comes earlier.

15. Force Majeure:

The Sellers shall not be held responsible for the delay in shipment or non-delivery of the goods

due to Force Majeure, which might occur during the process of manufacturing or in the cour of

loading or transit. “Force Majeure” shall mean any cau beyond the reasonable control of either

party, which prevents or impedes the due performance of this Contract and which by due diligence

Seller is unable to avoid or overcome through its individual effort. Force Majeure shall include but

shall not be limited to war, natural disasters, fire, riots, strike, lock-out, embargo. The Sellers shall

advi the Buyers immediately of the occurrence mentioned above and within 14 days thereafter,

the Sellers shall nd by airmail to the Buyers for their acceptance a certificate of the incident

issued by the Competent Government Authorities or Chamber of Commerce where the incident

occurs as evidence thereof. Under such circumstances the Sellers, however, are still under the

obligation to take all necessary reasonable measures to hasten the delivery of goods. In ca the

accident lasts for more than six weeks, the Buyers shall have the right to cancel this Contract.

16. Late Delivery:

Should the Sellers fail to make delivery on time as stipulated in this Contract, with exception of

Force Majeure caus specified in Clau 15 of this Contract, the Buyers shall agree to postpone

the delivery on condition that the Sellers agree to pay penalty which shall be deducted by the

paying bank from the payment, The penalty, however, shall not exceed 5 % of the total value of

the goods involved in the late delivery. The rate of penalty is charged at 0.5% for every ven days,

less than ven days should be counted as 7 days. In ca the Sellers fail to make delivery 10

weeks later than the time of shipment stipulated in this Contract, the Buyers shall have the right to

cancel this contract and the Sellers, in spite of cancellation, shall still pay the aforesaid penalty to

the Buyers without delay, The remedies provided hereunder constitute the full and final remedies

available for delay.

17. Arbitration:

All disputes in connection with this Contract or the execution thereof shall be ttled friendly

through negotiation. In ca no ttlement can be reached, the ca shall then be submitted for

arbitration according to the Rules of Arbitration by the International Chamber of Commerce by

three arbitrators appointed in accordance with said Rules: Proceedings and the award shall be in

the English language. The Arbitration shall take place in Zurich, Switzerland and the decision of

the Arbitration Committee shall be final and binding upon both parties, neither party shall ek

recour to a law court or other authorities to appeal for revision of the decision. Arbitration fee

shall be borne by the losing party.

18. Effectiveness of This Contract:

The contract shall come into force when signed by the three parties.

19. Limitation of Liability

Seller shall in on ca be liable for any indirect, incidental or conquential damages including,

but not limited to loss of profits, loss of revenue, cost of capital, damage which does not ari at

Equipment itlf and claims of third parties suffered or incurred by Buyer.

20 Note:

1) The attachment 1 to 2 of contract shall from an integral part of the contract and have the same

effectiveness as the contract.

2) With the exception of what expresd and indicated in the contract, the trade terms hereof are

subject to ICC INCOTERMS ２０００．

3) Any original document(s) made by rephotographic system, automated or computerized system

or carton copied shall not be acceptable unless they are clearly marked as “ORIGINAL” and

certified with signature in hand writing by authorized officers of the issuing company of

corporation.

4) Stale bills of loading and Short Form of loading shall not be acceptable.

5) Attachments

Attachment 1: Additional Articles for contract 2002-GPA254-0202-NO

Attachment2: Technical Agreement.

The contract is signed by three parties in three original.

BUYER: SELLER:

Evergreen industries group -Gjerdrum A/S

Zhejiang Shipbuilding Co.,Ltd.