English Translation of CONTRACT No. ……
Exhibit
10.1
English
Translation of
CONTRACT
No. ……
Pavlograd,
……….. …, 2007
The
Pavlogradkii Zavod Tekhnologicheskogo Oborudovaniya (PZTO), hereinafter:
the
Seller, represented by its general manager ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, acting
in
accordance with its Article, on the one hand, and Ukcyl Ltd., hereinafter:
the
Buyer, represented by its manager ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, acting in
accordance with its Articles, have entered in the following
Contract:
1. OBJECT
OF THE CONTRACT
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1.1
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The
Seller undertakes to prepare and deliver yielding the ownership
rights,
whereas the Buyer undertakes to accept and pay for, the products,
hereinafter: “the Equipment”, subject to the conditions set out
below.
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1.2
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The
designation, technical requirements, total quantity of the products
to be
prepared and delivered, the general cost and the delivery times
are
determined in the Specifications, which constitute an integral
part of
this Contract.
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2. QUALITY
AND COMPLETENESS OF THE PRODUCTS
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2.1
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The
quality and completeness of the delivered products shall correspond
to the
Technical Conditions (TC) and the Design Documentation
(DD).
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2.2
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Over
a period of one month from the signing hereof the Seller shall
deliver and
coordinate with the Buyer the DD of the corresponding Equipment
to be
delivered.
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2.3
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The
technical acceptance of the manufactured Equipment shall be conducted
by
the Seller in accordance with the TC and the DD, together with
the
representative of the Buyer. The results of this acceptance testing
shall
be formulated as a technical acceptance protocol of the
Equipment.
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2.4
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The
Seller shall perform the crucial factory testing in the presence
of the
Buyer’s representatives and prepare a corresponding delivery-acceptance
protocol of the factory testing.
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2.5
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The
Buyer shall provide the Seller with pipes for making factory acceptance
testing within the deadlines and extent stated by the Seller. The
Seller
shall notify the Buyer two months in advance of the performance
of factory
acceptance testing. During the indicated period the Buyer shall
deliver
pipes for the testing in accordance with Annex 1. The Seller shall
cooperate with the Buyer in the acquisition of the necessary quantity
of
pipes for the testing.
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2.6
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The
quality of the Equipment to be delivered hereunder shall correspond
to the
current State Standards of the Ukraine and the standard-technical
documentation, including the TC and
DD.
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2.7
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The
Equipment shall fully correspond to the technical requirements
enclosed
herewith as an integral part hereof (“Annex
1”).
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2.8
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The
Seller shall carry out the contract-supervision commissioning works
in the
presence of ▇▇▇▇▇’s representatives and the training of Buyer personnel in
accordance with Annex 4 to this
Contract.
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2.9
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The
warranty period for the Equipment is set at 12 months from the
day of the
final protocol in accordance with Annex 4 to this Contract, for
of the
seam machine it is set at 18 month.
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2.10
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In
the event of defects or noncompliance of the Equipment or its assembly
and/or any part thereof with the technical requirements within
a period of
12 months (for of the seam machine within a period of 18 month)
from the
day of contract supervision in the course of use of the Equipment
in
accordance with the operation rules, the Seller shall immediately
and not
later than 14 calendar days eliminate the observed defects by way
of
repair and/or replacement of different units thereof at no additional
charge to the Buyer. In such case the warranty period shall be
extended by
the duration of repair of the observed defects in the Equipment
by the
Seller.
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3. DELIVERY
DEADLINES AND PROCEDURE
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3.1
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The
Seller shall make the Equipment within the deadlines established
in the
Specification (Annex 2) to this Contract, as an integral part
hereof.
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3.2
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The
date of receipt of the advance payment to the bank account of the
Seller
according to art. 4.2 hereof shall constitute the beginning of
the
works.
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3.3
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The
finished Equipment with the merchandise documents shall be delivered
on
EXW terms at the Seller’s warehouse in the city of Pavlograd (in
accordance with INCOTERMS, 2000). The Buyer shall pay for the Equipment
and take it from the Seller’s warehouse within 10 days from notice by the
Seller that the Equipment is ready, after which the Equipment shall
be
handed over to registered storage.
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3.4
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The
Seller may prepare the Equipment ahead of schedule, whereupon the
Buyer
shall accept it and pay for it if notified in writing two months
in
advance of the respective date.
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3.5
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List
of the merchandise documents:
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-
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Expense
certificate
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Tax
certificate
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Invoice
for the delivered products
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-
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“Passport”
(label) marked ETK certifying that the Equipment corresponds in
quality to
the respective technical
documentation
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-
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Set
of technical documents according to Annex
1.
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4. PRICE
AND MODE OF PAYMENT
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4.1
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The
Buyer shall pay for the Equipment at the agreed prices as indicated
in the
Specification (Annex 2).
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4.2
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The
Buyer shall prior to the beginning of the works made an advance
payment of
30% of the amount indicated in the Specification for the purchase
of the
materials, purchased products and technologic preparation of the
manufacture.
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4.3
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The
advance payment shall take place within 10 banking days from the
time of
signing the Contract; any delay thereof shall lead to a corresponding
delay of the manufacture deadline.
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4.4
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The
balance of the price shall be paid by the Buyer according to the
schedule
of payment (Annex 3), which constitutes an integral part of this
Contract.
Any subsequent payment shall take place after the acceptance by
the Buyer
of the obligations of the “Seller” according to ▇▇▇▇▇
3..
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4.5
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The
total amount of the Contract is 2,828,000.00 grn (two milliosn
eight
hundred twenty eight thousand griven) including
VAT.
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5. OBLIGATIONS
OF THE PARTIES
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5.1
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The
mutual obligations and relations of the parties inasmuch as not
stipulated
herein shall be governed by the current laws of the
Ukraine.
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5.2
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In
case of breach of payment deadlines according to Annex 3 by more
than five
banking days hereunder, the Buyer shall pay the Seller a fine
corresponding to twice the accounting rate of NBU as related to
the period
covered by the fine, from the amount of the payment in arrears
or the
amount of delayed delivery of the product per day of
arrears.
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5.3
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The
Seller shall pay to the Buyer a fine of 0.1% per day of arrears
in the
elimination of encountered defects in the Equipment (art. 2.10
of the
Contract) after 5 days of arrears.
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5.4
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The
Seller shall pay the Buyer a fine of 0.1% per day of arrears in
delivery
of the Equipment (art. 3.3 or 3.4 of the Contract) after 5 days
of arrears
from the value of the undelivered Equipment or non-fulfillment
of the
obligations according to Anex 3 after 5 days of
arrears..
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5.5
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In
case of refusal by the Seller to deliver Equipment that has been
paid for,
the Seller shall refund the money to the Buyer plus a fine of 10%
of the
total amount of the Contract.
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5.6
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In
case of non-fulfillment by the Buyer the contract-supervision works
in
time in accordance to Anex 4, The Seller shall pay the Buyer a
fine of
0.1% per day of arrears in delivery of the Equipment (art. 3.3
or 3.4 of
the Contract) after 5 days of arrears from the value of non-installed
or
non-operating Equipment.
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6. FORCE
MAJEURE
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6.1
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In
the event of circumstances that preclude a full or partial performance
of
this Contract, such as fire, natural disaster, war, military activities
of
any nature, strikes, blockades, religious tumults, etc., the time
limit
established for the discharge of obligations hereunder shall be
extended
by the duration of such force majeure
circumstances.
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6.2
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In
the event of force majeure circumstances prevailing for more than
one
month, the Seller or the Buyer may terminate this Contract without
any
legal consequences or arbitration, and without any liability on
the part
of the party where such circumstances
occur.
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6.3
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In
the event of such circumstances of force majeure, the affected
party shall
within 10 days notify the other party to this effect, enclosing
documents
issued by the Ukrainian Chamber of Commerce and Industry in confirmation
of the said circumstances. For failure to comply with the foregoing
provision the affected party is not entitled to refer to any force
majeure
circumstances.
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6.4
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Upon
the disappearance of the said circumstances the respective party
shall
immediately notify the other party, in which case the former party
shall
not be liable for any further breach of its obligations
hereunder.
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7. PARTICULAR
CONDITIONS
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7.1
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Amendments
introduced by the Buyer in the DD with the consent of the Seller
shall be
obligatory for both parties. The expenses involved in these amendments
shall be subject to an additional calculation and a Price Protocol
with
the consent of the Buyer and payable by the
Buyer.
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7.2
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A
coordination of accounts between the Seller and the Buyer shall
take place
every quarter.
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7.3
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In
case of a stoppage of work or termination of the Contract by fault
of the
Buyer, the works carried out under the Contract shall be paid for
in
accordance with a Protocol of Performed Works. In such case the
Seller
shall deliver the paid part of the Equipment to the
Buyer.
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7.4
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After
loading the ready Equipment, responsibility for its preservation,
including transport damage, shall devolve to the
Buyer.
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7.5
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Differences
of opinion between the parties shall be resolved by negotiation.
In the
absence of agreement the dispute shall be resolved by the state
court with
jurisdiction over the respondent’s
location.
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7.6
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This
Contract is made in two copies, one for each side, with equal legal
validity.
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7.7
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Upon
the written order of the Buyer, the Seller undertakes to make and
deliver,
whereas the Buyer undertakes to pay for and accept, a second seam
machine
for the forming of bottoms and necks of cylinders of diameter 356-406
pursuant to this Contract. To avoid any doubt, the Buyer has a
right not
to order the production of the second seam
machine.
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8. VALIDITY
OF THE CONTRACT
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8.1
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This
Contract shall enter into effect from the date of its signing till
December 31, 2008.
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8.2
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The
effect of this Contract shall be extended automatically to December
31,
2009 if neither party serves notice of its desire to terminate
it 30 days
prior to expiry.
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9. LEGAL
ADDRESSES OF THE PARTIES
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The Seller
OOO PZTO
51413 Dneproipetrovsk Region
Pavlograd, Promyshlennaya, 1
Telephones (05632) 3-01-10, 3-93-46
Tel./fax (05632) 3-03-47, 3-10-47
▇▇▇▇@▇▇▇▇▇▇▇.▇▇
Account: 26007060037954 Dnepropetr. KB Privatbank,
Pavlograd
MFO
305727
code
OKPO 33019165
Cert.
No. 03477195
INN
330191604105
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The Buyer
OOO Uksil
89200 Zakarpatskaya obl. g. Perechin
ul. ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇
Tel. (03145) 2 30 46
▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇.▇▇
Account MFO 312378
OKPO code 34570661
Cert.
No. 100020415
INN No. 34507706607103
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Payor
or profit tax in accordance with the rate
established in art. 10 (10.1) of the Ukrainian
Law of 28.12.94, No. 334/94-VP On
the Taxation on Profit of Enterprises, with
subsequent amendments
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Payor
or profit tax in accordance with the rate
established in art. 10 (10.1) of the Ukrainian
Law of 28.12.94, No. 334/94-VP On
the Taxation on Profit of Enterprises, with
subsequent amendments
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