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EXHIBIT 21.15
CONTRACT
FJT-VT-9802
Contract No. FJT-VT-9802 (This number must be quoted in all your communications
and shipping documents.)
Japanese text
The Buyers: FJT (HK) Trading Ltd.
Xxxx 000, 0xx Xxxxx, Xxxxx Xxxxxx, 5 Canton Road, T.S.T., Hong Kong
Japanese text
The Sellers: Vibro-Tech Industries Ltd.
2001-2004 20/Fl. Hang Seng Xxxx.
00 Xxx Xxxxx Xxxx, Xxxxxxx, Xxxx Xxxx
Japanese text
The Contract is made by and between the Buyers and the Sellers, whereby the
Buyers agree to buy and the Sellers agree to sell the following commodity on the
terms and conditions stipulated below:
Japanese text
Commodity and Specifications Quantity Unit Price Total Amount
1. VP800JC-LB Rubber Bearing 39 PCS US$6380.00 US$248820.00
2. VP700JD-LB Rubber Bearing 19 PCS US$4768.00 US$905592.00
3. VP300 Rubber Bearing 1 PC US960.00 US$960.00
4. Special Initial Fee US$15,000.00
FOB SHANTOU US355,372.00
(5) Japanese text
Country of Origin an Manufacturers
Japanese text
Shantou Vibro-Tech Industrial and Development Co., Ltd., China
(6) Japanese text Time of Shipment Japanese text Before March 20, 1999
(7) Japanese text Port of Shipment Japanese text Shantou, China
(8) Japanese text Port of Destination Japanese text Tokyo, Japan
(9) Japanese text Insurance Japanese text To be purchased by the Buyers to cover
110% of invoice value.
(10) Japanese text Packing
Japanese text
To be packed in new strong wooden case(s) suitable for long distance ocean
transportation and well protected against dampness, moisture, shock, rust and
rough handling. And the package should be checked and signatured by the Buyers.
(11) Japanese text Shipping Xxxx
Japanese text
On the surface of each package, the package number, measurements, gross weight,
net weight, the lifting positions, warnings such as "THIS SIDE UP", "HANDLE WITH
CARE". "KEEP AWAY FROM MOISTURE" AND FJT-9802 should be marked. The shipping
xxxx shall be stenciled legibly in fadeless paint by the Sellers.
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(12) Japanese text Terms of Payment
Japanese text
Within ten working days of signing this contract, the Buyers shall give the
advance payment, US$80,000 (say US dollars eighty thousand only) to the Sellers.
The rest of 30% of the value of this contract, US$26,611.60 (say US dollars
twenty-six thousand six hundred eleven and cents sixty) shall be paid to the
Sellers by the Buyers before the end of February 1999. The other 70% of the
total value US$248,760.40 (say US dollars two hundred forty eight thousand seven
hundred sixty and cents forty) will be available against the shipping documents
stipulated in Clause 14 hereof, within 10 working days to the Sellers after the
goods arrive at the destination port.
(13) Japanese text Special Conditions
Japanese text
These shall prevail over all other printed terms in case of any conflict.
Japanese text
The Sellers should send one original B/L by express mail to the Consignee
directly within three working days after the shipment date.
(14) Japanese text Documents
Japanese text
The Sellers shall present the following documents to the paying bank for
negotiation/collection, or to the Buyers in the case of payment by T/T or M/T:
1. Full set of Negotiable Clean on Board Ocean Bills of Lading marked "FREIGHT
PREPAID" and made out to order, blank endorsed, and endorsed, and notifying the
Notify Party at the port of destination.
2. Parcel Post Receipt, indicating postage/Air Waybill.
3. Invoice in quintuplicate, indicating contract number and shipping xxxx.
4. Packing List in duplicate with indication of both gross and net weights,
measurements and quantity of each item packed.
5. Certificate of Quality and Quantity and Testing Report, each in duplicate,
issued by the Sellers as specified in Item (a) of Clause 19 hereof.
6. A true copy of fax to advise the Buyers of shipment immediately the goods are
loaded on ship as specified in clause 16 hereof.
7. An inspection report of goods issued by the Buyers.
(15) Japanese text Technical Documents
Japanese text
One complete set of the following technical documents written in English shall
be packed and dispatched together with each consignment:
1. Japanese text Certificate of Quality as stipulated in Item (a) of Clause 19
hereof.
2. Japanese text Specifications of rubber bearing.
3. Japanese text Installation, operation and maintenance manual.
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(16) Japanese text Terms of Shipment
I Japanese text In case of F.O.B. by sea:
Japanese text
a. The Buyers shall entrust the Sellers to book shipping space for them. The
Sellers shall supply the information of booking shipping space to the Buyers and
get confirmation back from the Buyers as least 5 days before the shipment.
Japanese text
b. The Sellers shall be liable for any dead freight or demurrage consequent upon
their failure to have the goods ready after the carrying vessel has arrived at
the port of loading in time.
Japanese text
c. The Sellers shall bear all expenses and risks involved in the handling of the
goods before they pass over the vessel's rail and are released from the tackle,
whereas all expenses and risks involved in the handling of the goods after they
have been passed over the vessel's rail and have been released from the vessel's
tackle shall be for the Buyer's account.
(17) Japanese text Shipping Advice
Japanese text
Immediately after the goods are completely loaded, the Sellers shall notify the
Buyers of the contract number, name of commodity, quantity, gross weight,
invoiced value, name of the carrying vessel and the date of departure. If any
package is over 9 metric tons in weight, or over 3400 mm in width, or over 2350
mm on both sides in height, the Sellers shall advise the Buyers of the weight
and measurements of such package. In case the goods are not insured in time due
to the Sellers having failed to give sufficient advance notice to the Buyers,
any and all consequent loss shall be borne by the Sellers. In case of dangerous
goods, the Seller shall notify the Buyers and notify party at port of
destination of their nature and the method of handling.
(18) Japanese text Guarantee of Quality
Japanese text
The Sellers shall guarantee that the goods are new, made of best materials, with
first class workmanship, and comply to the specifications and requirements as
stipulated in this contract. The Sellers shall also guarantee that the goods,
when correctly mounted and properly operated and maintained, will give
satisfactory performance for a period of ten years starting from the date on
which the goods arrive at the port of destination, except for force majeure.
(19) Japanese text Inspection and Claims
Japanese text
Japanese text Checking List of Main Dimension
Japanese text Checking List of Main Steel Material
Japanese text Checking List of Lead Material
Japanese text Checking List of Rubber Material
Japanese text Checking List of Rubber Bearing's performance
Japanese text Photo Record of Completed Product
a. Before making delivery, the Sellers shall make a precise and comprehensive
inspection of the goods for their quality specification, performance and
quantity, and issue certificates certifying that the goods are in conformity
with the stipulations of this contract. The certificates shall form an integral
part of the documents to be presented and results of the tests carried out by
the manufacturers must be shown in a statement to be attached to the said
Quality Certificate.
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Japanese text
b.After arrival of the goods at port of destination, the Buyers shall have an
inspection of the goods in respect of their quality, specifications and
quantity. If any discrepancies are found by the Buyers regarding the
specifications or the quantity are incurred by the Sellers, except those for
which either the insurance company or the shipping company is responsible, the
Buyers shall, within 30 days after discharge of the goods at the port of
destination, have the right either to reject the goods or to claim against the
Sellers.
Japanese text
c. Within the guarantee period stipulated in Clause 18 hereof, should the
quality and/or the specifications of the goods been found not in conformity with
the contract or should the goods prove defective for any reasons including
latent defect or the use of unsuitable materials except for transportation, the
Buyers shall have the right to claim against the Sellers.
Japanese text
d. Any and all claims deem to be accepted if the Sellers fail to reply within 30
days after receipt of the Buyer's claim.
Japanese text
e. Before the shipment, the Buyers or their representatives shall make an
inspection of the goods and issue the inspection report. The report shall form
an integral part of the documents to be presented to the Buyers for T/T payment.
(20) Japanese text Settlement of Claims
Japanese text
In case the Sellers are liable for the discrepancies and a claim is made by the
Buyers within the period of claim or quality claim guarantee period as
stipulated in clauses 18 and 19 of this Contract, the Sellers shall settle the
claim upon the agreement of the Buyers in the following ways: Japanese text a.
Agree to rejection of the goods and refund to the Buyers the value of the goods
so rejected in the same currency as contracted herein, and to bear all direct
losses and expenses in connection therewith including interest, bank charges and
all other necessary expenses required for the custody and protection of the
rejected goods.
Japanese text
b. Devaluated the goods according to the degree of inferiority, extent of damage
and amount of losses suffered by the Buyers.
Japanese text
c. Replace the defective goods by new ones which should be conformed to the
specifications, quality and performance requirements as stipulated in this
Contract, and bear all expenses and losses sustained by the Buyers which
directly related to the defective product. The Sellers shall, at the same time,
guarantee the quality of the replacement goods for ten years as specified in
clause 18 of this Contract.
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(21) Japanese text Force Majeure
Japanese text
The Sellers shall not be held responsible for any delay in delivery or
non-delivery of the goods due to Force Majeure such as war, earthquake or other
causes agreed upon between the Buyers and the Sellers. However, the Sellers
shall inform the Buyers immediately of such occurrence, and within fourteen days
thereafter shall send by airmail to the Buyers for their acceptance a
certificate issued by the competent government authorities of the place where
the accident occurs as evidence. Under such circumstances, the Sellers, however,
are still under the obligation to take all necessary measures to hasten the
delivery of the goods. In case the accident lasts more than ten weeks, the
Buyers shall have the right to cancel this Contract and take back the advance
payment.
(22) Japanese text Late Delivery and Penalty
Japanese text
In case of delayed delivery, except for Force Majeure cases and accepted by the
Buyers, the Sellers shall pay to the Buyers for every week of delay a penalty
amounting up to 0.5% of the total value of the goods whose delivery has been
delayed. Any fractional part of a week is to be considered a whole week. The
total amount of penalty, however, shall not exceed 0.5% of the total value of
the goods involved in late delivery and is to be deducted from the amount due to
the Sellers by the paying bank at the time of negotiation, or by the Buyers
directly at the time of payment. In case the period of delay exceeds ten weeks
of the stipulated delivery date, the Buyers have the right to terminate this
Contract and take back the advance payment, and the Sellers still liable to the
payment of penalty.
(23) Japanese text Arbitration
Japanese text
All disputes in connection with this Contract shall be settled between two
parties through friendly negotiation. In case no settlement can be reached, then
the case should be submitted for arbitration through the China International
Economic and Trade Arbitration Commission. In accordance with the rules of the
China International Economic and Trade Arbitration Commission. The arbitration
shall take place and the decision rendered by the said Commission shall be final
and binding upon both the parties, neither party shall seek recourse to a law
court or other authorities for revising the decision. The arbitration fee shall
be borne by the losing party.
Japanese text
This Contract is made out in four original copies, two copies to be held by each
side.
Japanese text Japanese text
The Sellers: Vibro-Tech Industries Ltd. The Buyers: FJT (HK) Trading Ltd.
By: /s/ Xxxx Xxx By: /s/ Fujio Tazawa
Xxxx Xxx Fujio Tazawa
