FRAMEWORK AGREEMENT
THIS AGREEMENT (this "Agreement") is made and executed in Wuxi, Jiangsu
Province, P. R. C. on the 5th day of January, 2007 by and between:
Party A: Wuxi Seamless Oil Pipes Company Limited
Address: Xx. 00, Xxxxxxxx Xxxx, New and Hi-tech Industry Development Zone, Wuxi
Postal code: 214028
Telephone: 0000-0000000-0000
Fax: 0000-0000000
Party B: Wuxi Aihua Chemical Industry Co., Ltd.
Address: Xxx 00, Xxxxxxxxxxx Xxxx, Wuxi
Postal code:
Telephone:
Fax:
Whereas:
1. Party B is a company engaged in the production of paints and chemical
products (the "Products") and intends to provide Party A with the
Products;
2. Party A intends to purchase the Products produced by Party B.
NOW, THEREFORE, in accordance with the Contract Law of the People's Republic of
China, after friendly consultation in all aspects, the Parties hereby agree with
respect to the Products as follows:
ARTICLE 1 SUPPLY AND PURCHASING
During the effective period of this Agreement, Party B agrees to provide Party A
with the Products and Party A agrees to purchase such Products from Party B.
ARTICLE 2 ORDERS FOR PRODUCTS
In executing purchasing orders, both Parties shall from time to time reach an
agreement about the quantity, quality, prices and specifications of the Products
through friendly consultation.
The purchase orders shall not be unilaterally modified or cancelled. In case
either Party needs to modify or cancel orders due to changes in the situation,
such Party shall notify the other Party of such modification or cancellation 10
days prior to the agreed shipment date and the modification or cancellation
shall be valid only after confirmation by the other Party.
Party B shall deliver the Products to Party A on the date required by Party A in
the orders. However, in case of unexpected events during production or
transportation, Party A agrees to allow a delay in the requested delivery time
of no longer than 10 days.
ARTICLE 3 PRICES
With regard to Product prices under this Agreement, both Parties shall negotiate
and determine a fair price on the basis of the general commercial terms and
similar market prices that Party A offers to independent third parties. In case
there are no similar transactions to act as a reference to gauge the general
commercial conditions, the prices shall not be less than the basic prices that
an independent third party in the market would charge for similar products.
ARTICLE 4 MAXIMUM SALES VOLUME
On the basis of the quantity purchased by Party A and considering the market
situation, both Parties forecast that, within the three financial years ending
December 31st, 2009, the annual maximum sales volume of Party B to Party A shall
be XXX 00,000,000, XXX 13,000,000 and RMB 15,000,000.
ARTICLE 5 PAYMENT TERMS
Party A shall pay Party B within 5 days after Party A has tested and accepted
the Products in accordance with the order requirements. [More detailed payment
terms shall be determined by the Parties in the orders]
ARTICLE 6 AGREEMENT TERM
This agreement shall expire on December 31, 2009. Upon the expiry of the first
Agreement period, this Agreement shall be automatically extended for another
three years on the condition that both Parties meet the requirements of an
associated transaction specified by Chapter 14A of the Rules Governing the
Listing of Securities on the Stock Exchange of Hong Kong Limited, except that
either Party may notify the other Party of the termination of this Agreement
three months prior to the expiry date.
ARTICLE 7 WARRANTY BY PARTY B
Party B shall guarantee: (a) the quality: the products shall be in accordance
with national and local quality regulations and the expiration date shall not be
shorter than 180 days on delivery. In the event of any quality problems (except
for those due to inappropriate storage by Party A), Party B shall be responsible
for any return and exchange, and the exchange quantity shall be determined
according to the actual accepted quantity of Party A; (b) no shortage or damage:
Party B shall compensate any shortage or transportation losses after Party B's
confirmation; (c) no depreciation: during the term of the Agreement, in case of
any price reduction of Party B's Products due to government action, Party B
shall compensate Party A for depreciation losses pertaining to the Products in
Party A's storage. [The company shall determine the actual contents].
Party B shall give priority to the Products requested by Party A and offer the
above-mentioned warranty to Party A in reasonable situations.
Party B promises to assist Party A and its auditors to acquire any related
business and accounts records for auditing in the corresponding financial years.
ARTICLE 8 FORCE MAJEURE
In case one or both Parties fails to perform or fully perform the duties
provided herein on account of force majeure, such Party (or Parties) in
contingency may be exempted from liability for breach of this Agreement, but
shall inform the other Party (or each other) of the situation immediately with
accompanying notarized written materials concerning the force majeure issued by
the local public notary authorities. During the existing period of force
majeure, in case the Party (or Parties) in contingency may partially perform the
relevant obligations hereunder, such Party (or Parties) shall do so; in case
such Party (or Parties) can perform none of such obligations, they shall perform
or terminate the performance of the obligations impeded by such force majeure
when the force majeure ends and the other Party so approves.
ARTICLE 9 CONFIDENTIALITY
(1) Without the written approval of the other Party, each Party undertakes
that it shall not disclose by itself to a third party or permit its
shareholders, directors, senior executives, staff and agents to disclose
to a third party any materials or content concerning the subject of this
Agreement ("Confidential Information").
(2) Under the following circumstances, Article 9 shall not impede either
Party's use or disclosure of Confidential Information that: (a) was known
prior to the disclosure by the other party; (b) was legally obtained from
the third party without any violation of confidentiality obligations; (c)
became available to the general public without fault on the part of either
Party; (d) was derived without directly or indirectly using such
information; or (e) was disclosed pursuant to laws, regulations, legal
procedures or court orders.
(3) Both Parties acknowledge and agree that Party A may make quick or urgent
disclosures about this Agreement or any affairs about this Agreement
pursuant to law or the request of any regulatory agencies (including but
not limited to the Stock Exchange of Hong Kong Limited or the Hong Kong
Securities and Futures Commission). Party A shall submit a disclosure
draft to Party B, but Party B shall give its opinions about the draft
immediately to meet the time limit stipulation of relevant laws or any
regulatory agencies.
(4) Each Party acknowledges and agrees that after the signing of this
Agreement and the contents thereof, the other Party may issue disclosures
(except those of the above-mentioned article (3)), circular letters,
reports and announcements. Prior to the issuance of such disclosures,
circular letters, reports and announcements, in case the contents are
related to the other Party or affiliated companies thereof, such Party
shall obtain prior approval from the other Party (such approval shall not
be unreasonably withheld or delayed but given promptly). Each Party shall
submit
drafts of such disclosures, circular letters, reports and announcements to
the other Party. If the other Party gives no reply within a reasonable
time after receiving the drafts, such Party shall deem it as approval by
the other Party.
ARTICLE 9 APPLICABLE LAWS
The signing, effectiveness, interpretation, execution, and dispute resolution of
this agreement shall be governed by the laws of the People's Republic of China.
ARTICLE 10 DISPUTE RESOLUTION
Any disputes arising from or in connection with this Agreement shall be settled
by both Parties through friendly consultations. If the Parties fail to settle
the disputes through friendly consultations, either Party may directly bring a
lawsuit in the People's Court.
The Parties hereto have caused this Agreement to be executed by their authorized
representatives; this Agreement is made in two copies, with each Party holding
one copy.
(There is no text in this page)
Party A: WUXI SEAMLESS OIL PIPES COMPANY LIMITED
(Seal)
--------------------
Authorized Representative: /s/
--------------------
Party B: WUXI AIHUA CHEMICAL INDUSTRY CO., LTD.
(Seal)
--------------------
Authorized Representative: /s/
--------------------
