CONTRACT No.: YXLY-2007-00 PetroChina Dalian Petrochemical Company and Dalian Xingyuan Marine Fuel Co., Ltd. Sales Contract of Rubber Filling Oil and Extract Oil Place of Signing: No. 1 Shanzhong Street, Ganjingzi District, Dalian
Exhibit
10.18
CONTRACT
No.: YXLY-2007-00
PetroChina
Dalian Petrochemical Company and
Dalian
Xingyuan Marine Fuel Co., Ltd.
Sales
Contract of Rubber Filling Oil and Extract Oil
Place
of Signing: Xx. 0 Xxxxxxxxx Xxxxxx, Xxxxxxxxx Xxxxxxxx,
Dalian
Party
A (Buyer): Dalian Xingyuan Marine Fuel Co., Ltd.
Residence:
Li Jaicun of Dalianwan
Business
registration No.: 2102001105614
Legal
representative: Zhang Shouqi
Party
B (Seller): PetroChina Dalian Petrochemical Company
Residence:
Xx. 0 Xxxxxxxxx Xxxxxx, Xxxxxxxxx Xxxxxxxx, Xxxxxx
Xxxxxxxx
registration No.: 4-11222102001200986
Legal
representative (principal): Jiang Fan
According
to the Contract Law of the
People's Republic of China and relevant laws and regulations, Party A and
Party B has made an agreement to sign the principle of equality, mutual benefit
and making compensation for equal value.
1.
|
Name
of subject matter (hereinafter referred to as “oil product”): Rubber
filling oil and extract oil
|
2.
|
Quality
standard: Rubber filling oil QJ/SYDL0021-2001;and extract oil
QJ/DSH751.8-2004
|
3.
|
Quantity:
Rubber filling oil: 3000~5000ton/month (based on actual settlement
volume);
|
Extract
oil: 3000 ton/month (based on actual settlement volume);
4.
|
Unit
price of sales: Market price
|
5.
|
Payment
of cost: Party A shall pay for Party B with cheque or telegraphic
transfer, and deliver the goods after receiving the
payment.
|
6.
|
Delivery
of oil products:
|
6.1
|
Part
A provides goods through the pipeline to Party B, and Party A is
responsible for preparing well the oil tank in advance and contact the
Measurement and Quality Inspection Center of Party B to make daily
measurement and examination; the detailed delivery point is the flange
outside the first valve of receiving tank of Party A, and the risks shall
be transferred to Party A from Party B after the goods getting through the
delivery point.
|
6.2
|
The
delivery point for picking up the goods of the train shall be the crane
pipe of railway platform of Party B, and the risks shall be transferred to
Party A from Party B after the goods getting through the delivery
point.
|
6.3
|
Offshore
transportation: Set the flange connected the shipment line of the ship and
shore with the specified berth of Party B, and the risks shall be
transferred to Party A from Party B after the goods getting through the
delivery point.
|
7.
|
Measurement
and standard
|
7.1
|
It
regards the measurement of Part B as the standard. Party B shall implement
the measurement at the delivery place with the supervision of Party A; the
applied measurement instruments shall get the qualified inspection of
senior measurement technological institute, and in the effective period,
the measurement personnel shall go on duty with the qualification
certificate regulated by the state.
|
7.2
|
Party
A shall guarantee that the oil discharge equipment of the discharge unit
and bulk plant (store oil products) have legal qualification to discharge
and store the oil products, and comply with the national standard of
discharging, safety for storing the oil products equipment, quantity and
quality.
|
8.
|
Acceptance
|
8.1
|
Within
the acceptance period (within three days after goods arriving), if Party B
doesn’t receive the written notice of Party A concerning the disputes of
quantity and quality of the oil products, which shall be deemed that the
quantity and quality delivered by Party B comply with the regulations of
contract.
|
8.2
|
If
Party A raises the disputes about the quantity and quality within the
acceptance period (within three days after receiving the goods), Party A
has obligation to keep well the oil products. If Party A doesn’t keep well
the oil products, causing non-compliance of the quantity and quality when
delivering to Party B, and Party A thus loses the right to claim
indemnity.
|
8.3
|
Within
the acceptance period (within three days after goods arriving), if Party A
thinks that the quality of the oil products cannot meet the agreed
standard of the contact, Party A and Party B shall commonly choose the
authorized inspection organ to examine the mothballed oil samples, and it
shall regard the result of the inspection organ as the basis to confirm
the quality of the oil products. If the result complies with the standard
of contract, Party A shall bear the inspection fees and relevant fees.
Otherwise, Party B shall bear the
fees.
|
8.4
|
Party
A shall discharge the oil products within five days after qualified
acceptance. Party A shall bear the fees that exceed the regulated
date.
|
9.
|
Alternation
and termination of contract
|
9.1
|
Party
A and Party B shall negotiate to alter or terminate the contract with the
written form.
|
9.2
|
It
can terminate the contract unilaterally with one of the following
situations:
|
9.2.1
|
The
contract purpose cannot be realized caused by force
majeure.
|
9.2.2
|
Party
A or Party B transfers part or entire rights and obligations to the third
party without the written permission of the other
party.
|
9.3
|
The
settlement, clearing up and disputes resolving articles still take effect
after terminating the contract.
|
9.4
|
The
party who terminates the contract shall bear the obligations to notify the
other party.
|
10.
|
Responsibility
for breach the contract
|
10.1
|
Both
parties shall negotiate if the oil product delivered by Party B cannot
comply with the regulations of the
contract.
|
10.2
|
If
there are other breaching situations, the breaching party shall compensate
the loss to the other party. Both parties shall bear the relevant
responsibilities respectively if it is caused by their
faults.
|
10.3
|
Party
A shall pay 1%’s liquidated damages of the delayed payment for Party B if
Party A doesn’t pay by the regulated
terms.
|
11.
|
Force
majeure
|
11.1
|
The
party affected by the force majeure or either party shall not be held
responsibilities for failure to perform all or any part of the contract
due to fire, earthquake, typhoon and flood or any other unpredictable,
inevitable and insurmountable events. However, the party affected by the
force majeure shall inform the other party within 48 hours after
occurrence, and provide the effective certification document to the other
party within three days thereafter.
|
11.2
|
The
party affected by the force majeure or either party has obligations to
adopt measures to minimize the loss caused by force
majeure.
|
12.
|
Disputes
resolving
|
Both
parties shall negotiate to resolve the disputes, and it shall lodge a complaint
to the local People’s Court of Party if it fails to negotiate.
13.
|
Effect
and others
|
13.1
|
The
contract will take effect after signing and sealing or signing and sealing
by fax.
|
13.2
|
Both
parties hereto may supplement through negotiation matters not mentioned
herein.
|
13.3
|
The
attachment and supplemental agreement are the parts of the contract, which
have the same legal effect with the contract. If the content of the
attachment is different from the contract, it shall regard the contract as
the standard. If the supplemental agreement is different from the
contract, it shall regard the supplemental agreement as the
standard.
|
13.4
|
The
contract is in duplicate with each party holding one (the fax of the
document is effective).
|
14.
|
Expiry
date: From Nov. 1, 2007 to Dec. 31,
2008.
|
Party
A (Buyer): Dalian Xingyuan Marine Fuel Co., Ltd.
Legal
representative or authorized representative: (Seal)
Party
B (Seller): PetroChina Dalian Petrochemical Company
Legal
representative or authorized representative: (Seal)