Agency Appointment Contract
Exhibit 10.16
The Principal: (hereinafter referred to as Party A) Tianjin New Highland Science & Technology Development Co.,Ltd.
The Agency : (hereinafter referred to as Party B) Dongying Luda Petrochemical Equipment Co.,Ltd.
Place of Signature: Tianjin City
Date of Signature: July 1, 2007
Party A and Party B as mentioned above sometimes hereinafter referred to collectively as “Parties” or individually as a “Party”
Definitions:
“Contract” refers to the Agency Appointment Contract signed on July 1, 2007;
“Units” are to one (a) set of Jet-DrillTM Semi Enclosed Skid Shallow (two thousand meters) Well Unit, and one (a) set of Jet-DrillTM Semi Enclosed Skid Deep (three thousand meters) Well Unit.
According to the “Contract Law of the People’s Republic of China” as well as other relevant laws and regulations, on the basis of
equality and volition, the Parties agree to reach the following agreement on the drill purchase.
Article 1 Scope of Appointment
Party B agrees to buy one (a) set of Jet-DrillTM Semi Enclosed Skid Shallow (two thousand meters) Well Unit and one (a) set of Jet-DrillTM Semi Enclosed Skid Deep (three thousand meters) Well Unit on behalf of Party A.
Article 2 Requirements Related to Well Units and Its Ancillary Equipment
The basic requirements of Party A’s purchase of one (a) set of Jet-DrillTM Semi Enclosed Skid Shallow (two thousand meters) Well Unit and one (a) set of Jet-DrillTM Semi Enclosed Skid Deep (three thousand meters) Well Unit are:
A. Unit Model : one (a) set of Jet-DrillTM Semi Enclosed Skid Shallow (two thousand meters) Well Unit and one (a) suit of Jet-DrillTM Semi Enclosed Skid Deep (three thousand meters) Well Unit.
B. Purchase Quantity: One set of each
CONFIDENTIAL TREATMENT REQUESTED
Article 3 Price Terms
A. One (a) set of Jet-DrillTM Semi Enclosed Skid Shallow (two thousand meters) Well Unit: [xxxx];
B. One (a) set of Jet-DrillTM Semi Enclosed Skid Deep (three thousand meters) Well Unit: [xxxx];
C. Total Price: [xxxx]
Date of Delivery: before August 10th, 2007
Place of Delivery: Tianjin City
Cost of Delivery: All cost related to delivery shall be borne by Party B
Article 4 Term of Entrustment:
From July 1st, 2007 to August 20th, 2007
After the expiration of the aforementioned term, the Parties should sign a separate contract or extend the term in written form in the case that further services are needed.
Article 5 Transfer of Delegation
Party B may not delegate its obligations under this agreement to any third person.
CONFIDENTIAL TREATMENT REQUESTED
Article 6 Payment Terms
Payment will be made on a progressive basis.
A. Party A shall pay Party B the initial amount of [xxxx] within three(3 )days after this Agreement enters into effect by the signatures of both Parties.
B. The amount of [xxxx] will be paid by Party A to Party B as a second payment within fifteen (15) days after this Agreement enters into effect by the signatures of both Parties.
C. The third payment of [xxxx] will be made by Party A to Party B on August 10th, 2007, the date of which the purchased units will have arrived.
D. After the verification and acceptance of the purchased units, the balance of [xxxx] will be paid to Party B by Party A.
Article 7 Inspection of the Units
Party B shall appoint a representative to inspect the units upon delivery. The appointed representative shall sign on the xxxx of lading after inspection to confirm that all requirements are met. Party B has the obligation to assist Party A in making claims
against the supplier in the case that any defects in quality are discovered during the inspection.
Article 8 Party A’s Rights and Obligations
A. The right to obtain units purchased by Party B under the Contract;
B. The right to be informed of the progression of the affairs entrusted to Party B;
C. Party A may not enter into private agreements with clients introduced by Party B during the term of service or within three (3) months after the expiration of the term.
D. Party A shall pay to Party B the contracted price after the Party B completes its obligations.
Article 9 Party B’s Rights and Obligations
A. The right to complete the agency services under this Contract and to charge the contracted price.
B. Party B shall keep Party A informed of all details on the Units in a timely manner so as to protect Party A’s rights, and may not damage Party A’s interests by providing fraudulent information to Party A, withhold information on the actual circumstances of Party B, or conspire with other parties.
C. Upon the signing of the Contract, Party B may not charge Party A for any fees not covered in the Contract.
Article 10 Default Liability
A. Party B shall compensate Party A for any actual losses caused by Party B due to non-performance of the Contract or other illegal activities within the term of entrustment mentioned in Article 3.
B. Party A shall pay Party B RMB a penalty amounting to one hundred thousand (¥100,000.00) if Party A cannot make payments in accordance to the specifications set out in Article 6 within ten (10) days after the signing of the Contract. Party B will have ownership of the purchased Units, and Party B will have sole discretion over the handling of the Units in the case that Party A cannot make full payment for the Units on their arrival date as stipulated in the Contract.
Article 11 Alteration and Termination of the Contract
Any Party who wishes to alter the terms and conditions of this contract during the period of its enforcement shall issue a notice in writing to the other Party. The terms and conditions may be changed or a supplementary agreement may be signed with the
consent of the other Party within a period agreed upon by both Parties. The altered terms shall be duly noted.
Any supplementary agreements or other written documents signed by both Parties during the execution of the Contract shall constitute a part of this Contract and have the same legal force as this Contract.
Article 12 Dispute Settlement
All disputes arising from the execution of or in connection with the Contract shall be settled through amicable consultation between both Parties or through intercession by a third party. In the case that no settlement can be reached between the two parties, the case under dispute shall be settled by one of the following (only one method may be chosen):
A. Submitting the dispute to the Tianjin Arbitration Commission
B. Taking legal action under applicable laws
Article 13 This Contract is in duplicate, with each Party holding one copy, which enters into effect upon being signed/affixed with the seals of both Parties.
Article 14 Once the Contract is signed and affixed with seals, it is legally binding upon both Parties. In the event that any situation or conditions arise due to unforeseen circumstances not specified in the Contract, the Parties may make amendments and supplements to the Contract upon agreement by both Parties. The aforementioned amendments and supplements shall have legal force equal to those of the Contract.
Party A (Seal): Tianjin New Highland Science and Technology Development Co.,Ltd.
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/s/ Liu Fengkai |
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(Name of Legal Representative) |
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Name: Liu Fengkai |
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Party B (Seal): Dongying Luda Petrochemical Equipment Co.,Ltd.
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/s/ Xxxxx Xxx |
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(Name of Legal Representative) |
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Name: Xxxxx Xxx |
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Supplementary Agreement
Party A: Tianjin New Highland Science & Technology Development Co.,Ltd.
Party B: Dongying Luda Petrochemical Equipment Co.,Ltd.
Party A and Party B as mentioned above sometimes hereinafter referred to collectively as “Parties” or individually as a “Party”
Whereas, the aforementioned parties who are the signatories of the Agency Appointment Contract (hereinafter referred to as Contract) of July 1, 2007, on the basis of mutual accordance through consultation, reach this supplementary agreement on the matching of equipment as well as repair and maintenance services as set forth in the following:
Article 1 Party B shall be responsible for matching equipment to the Extended Coiled Tubing High Pressure Jetting Rig, which is purchased by Party B on behalf of Party A in China with fees already covered by the total contract price in accordance with the Contract.
Article 2 Party B agrees to provide free repair and maintenance services to the two(2) sets of units purchased by Party B for 12 months after acceptance and delivery of the units to Party A. Party A shall be responsible for repairs, maintenance and other related expenses beyond the aforementioned period.
Article 3 If Party B continues as Party A’s agent in the purchase of the Extended Coiled Tubing High Pressure Jetting Rig after the Contract is fulfilled, and Party B continues to provide services on the matching of equipment and maintenance, Party B shall bear the responsibility of unit purchases, the matching of equipment and maintenance. Services involving repairs on the purchased units shall be determined otherwise in a separate agreement by both parties.
Article 4 This Supplementary Agreement is in duplicate with each Party holding one copy.
Article 5 Once the Supplementary Agreement is signed and affixed with seals, it will be legally binding upon both Parties, and shall have legal force equal with those of the Contract.
Party A(Seal): Tianjin New Highland Science and Technology Development Co.,Ltd.
Authorized Representative:
Party B(Seal):Dongying Luda Petrochemical Equipment Co.,Ltd.
Authorized Representative:
Date of Signature: July 2nd,2007
