Re: Importship Agreement (the ¡§AGREEMENT¡¨) dated as of January 1st 1996 between Auto Italia Limited (“Auto Italia”) and Maserati S.p.A. (“Maserati”)
AUTO
ITALIA
00
Xxxx
Xxxx Xxx Xxxx
Xxx0xxx
Xxxx
Xxxx
Xxxxxx,
00 May, 2005
Re:
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Importship
Agreement (the ¡§AGREEMENT¡¨) dated as of January 1st
1996
between Auto Italia Limited (“Auto Italia”) and Maserati S.p.A.
(“Maserati”)
|
We
refer
to our agreements and confirm the further stipulations agreed under the
AGREEMENT;
Now
it’s
hereby agreed as follows:
1.
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Words
and expressions used in this letter which are defined in the AGREEMENT
shall bear the meaning ascribed to them therein.
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2.
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As
from June 1, 2005, the delivery conditions for the CONTRACT AUTOMOBILES
(the CONTRACT PRODUCTS) shall be modified as follows:
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(i)
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MASERATI,
directly or through a third party of its choice, shall prepare and
pack
the CONTRACT PRODUCTS for shipment and transportation by whatever
method
and form it may deem appropriate in order to ensure their safety
and
integrity. The Parties agree that all costs and expenses necessary
for
such preparation and packing shall be borne exclusively by Auto Italia,
which shall reimburse Maserati at Maserati’s simple request; such costs
are set in ¡§Enclosure B¡¨ for 2005, and they might be revised and agreed
in writing between the parties from 2006 onwards.
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(ii)
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While
any delivery of CONTRACT PRODUCTS shall take place Ex-works, a separate
invoice shall be issued for freight costs and expenses to Auto Italia
facility in HK (to be indicated by Auto Italia to the forwarder at
time of
arrival of the CONTRACT PRODUCTS at HK port or airport, and to be
chosen
among the destination set in “Enclosure
C”).
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Accordingly,
(i) Auto Italia shall reimburse to Maserati any and all costs and expenses
borne
by Maserati for the transportation from Maranello factory to the Auto Italia
facility in HK and for the insurance at Maserati’s simple request, such costs
are set in “Enclosure
B” for
2005,
and they might be revised and agreed in writing between the parties from 2006
onwards; and (ii) Auto Italia shall have the exclusive responsibility for
obtaining any required import licenses or quotas for the purpose of importing
the CONTRACT PRODUCTS in the TERRITORY, including the customs declaration for
such importation.
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(iii)
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For
every single car, Auto Italia will inform Maserati which mean of
transport
should be used for the shipment. The communication should be given
as soon
as the car get ready (Modis Status 85).
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(iv)
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Auto
Italia will settle the payment of freight costs and expenses invoice
as
per Maserati standard payment terms, as soon as Maserati will issue
it.
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(v)
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Maserati
reserves the right to modify the delivery conditions set forth in
paragraph (i) and (ii) above at any time by giving at least one month
prior written notice to Auto Italia. Auto Italia will notify Maserati
about any possible repeated problem related to the transportation
and the
delivery of the CONTRACT PRODUCTS.
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(vi)
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Auto
Italia shall accept the CONTRACT PRODUCTS delivered by MASERATI in
any
case, without prejudice however to its claims and warranty rights
under
the AGREEMENT. To this regard, the CONTRACT PRODUCTS shall be deemed
accepted by Auto Italia without reservation unless Auto Italia notifies
MASERATI in writing within 7 (seven) days from the delivery date
to Auto
Italia facility in HK an appropriate and specific written complaint
(whose
rules are specified in “Enclosure
A”)
clearly stating the reasons thereof.
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(vii)
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AUTO
ITALIA shall neither take nor solicit MASERATI to take any action
which
would violate any applicable laws and regulations in respect of import
of
the CONTRACT PRODUCTS and shall defend and indemnify and MASERATI
for any
reasonable cost, loss or damage arising out of or related to such
action.
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All
the
other provisions of the AGREEMENT shall remain in full force and effect in
accordance with the terms thereof.
This
letter is issued in duplicate, if you agree with and consent to the terms of
this letter, please sign the originals and we’ll then return one of the
originals to you.
Enclosure
“A and B and C” annexed
Yours
faithfully,
I
hereby
accept the foregoing terms and conditions, which shall therefore be fully inding
and enforceable on me, this day 30th
day of
May 2005.
AUTO
ITALIA LIMITED
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Enclosure
“A”
MASERATI-
HONG KONG MARKET
TRANSPORTS
BY VESSEL / AIR : DELIVERY to Auto Italia’s facility in HK
TRANSPORT
POLICY - AUGUSTA ASSICURAZIONI S.P.A.
You
can
find here-below all relevant rules to be followed in relation to the claim
handling occurred during the transit in question. Once the CONTRACT AUTOMOBILES
are arrived at their destination (i.e., Auto Italia’s PDI center, hereinafter
referred to as the “Destination”) during their delivery to Auto Italia the
procedure quoted here-under must be strictly followed in order to be enabled
to
correctly ascribe the liability for losses and/or damage occurring during the
different stages of transport (collectively, “Damage”) and to quickly reimburse
Auto Italia with the amount it claimed for:
1. During
the CONTRACT AUTOMOBILES delivery a careful check must be done in contradictory
between the parties (carrier who is delivering the CONTRACT AUTOMOBILES and
Auto
Italia who is collecting the CONTRACT AUTOMOBILES) by notifying the Carrier
and
formally writing on the transport documents all possible anomalies, Damage,
shortages ascertained during the CONTRACT AUTOMOBILES delivery.
2. Within
the 5 (five) business days subsequent to the delivery to the Destination, the
Carrier has to be notified with whatsoever Damage ascertained subsequently
as to
say not visible during the delivery by registered letter with acknowledgment
of
receipt (term to be accepted by the transporter).
3. Within
the 5 (five) business days subsequent to the delivery to Ihe Destination, Auto
Italia must ask for the Local Agent’s intervention appointed by the Insurance
Company as follows:
ASIA
PACIFIC ADJUSTERS LTD
Xxxxxx
Xxxxxxxxxx Xxxxxxxx, Xxxx 0000, 00 Xxxxxxxxx Xxxx - XX West Xxxxxx Xxx
-
Phone:
00000-00000000
Fax
:
00000-00000000
e-mail
:
xxxxxx@xxxxxxxxxx.xxx
4. The
Local
Agent must guarantee his intervention within 2 (two) days after Auto Italia’s
request.
5. Either
should not be possible to find a Local Agent or this la test could not assure
his intervention according to the terms mentioned above, Auto Italia must inform
the Insurance Company accordingly in order to agree how to act at the following
fax number (0039) (000) 0000000.
Auto
Italia has to keep the Damaged CONTRACT AUTOMOBILES at the surveyor’s disposal
in other words it can’t make any repair works on the Damaged CONTRACT AUTOMOBILE
before the Local Agent’s intervention.
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Furthermore
Auto Italia has also to make a Damage repair estimate which has to be submitted
to the Local Agent during the surveyor’s intervention.
Subsequently
to the surveyor’s intervention Auto Italia has to make the Damage reimbursement
request complete with the following documents:
·
a copy of the xxxx of lading
·
a copy of
the repair invoice (labour and material costs to be indicated
separately)
·
a copy of
the claim letter addressed to the Carrier who delivered the CONTRACT
AUTOMOBILES
·
the Local
Agent’s survey report
·
a copy of
the CONTRACT AUTOMOBILES purchase invoice
·
any other
useful information
·
photos of
the Damage
It
is
very important that the Damage reimbursements request are submitted timely
to
the Insurance Company the following address:
·
AUGUSTA
ASSICURAZIONI S.P.A. - Ufficlo Assunzioni e Sinistri Trasporti - Xxx Xxxxxx,
00-
00000 Xxxxxx- Xxxxxx.
The
Damage reimbursement request can be anticipated by fax (at the following fax
number (0039) (000) 0000000) or by e-mail (at the following e-mail address:
xxxxx.xxxxxxxxx@xxxxxxx.xx).
All
the
above in order to avoid the prescription terms expiry and at the same time
to
protect the Insurance Company’s right to undertake the recovery action towards
all possible third parties responsible for the Damage occurred. In the case
of
the transit in question the right to claim for the Damage occurred during the
transport is time-barred one year after the CONTRACT AUTOMOBILES arrival date
at
its final destination.
The
Damage settlement will be done in the following way:
·Within
20(twenty) days after the receipt of the Damage reimbursement request complete
with all the necessary documents the Insurance Company will issue a “settlement
form” which will have to be returned signed as accepted by Auto
ltalia.
·The
Insurance Company within 20(twenty) days after the receipt of the settlement
form duly signed as accepted will make the bank transfer according to the
information given by Auto Italia.
During
the CONTRACT AUTOMOBILES transports in the various stages from the Maserati
plant up to the Destination in order that the claim handling is managed
correctly an accurate visual check relevant to the vehicle/s condition will
be
done n contradictory between the parties (between who is about to deliver the
CONTRACT AUTOMOBILES and between who is about to receive the CONTRACT
AUTOMOBILES) and in addition to all the above all the Damage, shortages and
ascertained anomalies will be written formally on the transport
documents.
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Enclosure
“B”
MASERATI-
HONG KONG MARKET
Packing,
freight and insurance PRICE LIST
Currency
: USD
Value
per
car
20’
container:
40’
container:
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Enclosure
“C”
MASERATI-
HONG KONG MARKET
Auto
Italia facility address
1.
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Xx.
00 Xxxx Xxxx Xxx Xxxx, Xxxxxxxx, Xxxxxxx, XXXX
XXXX
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2.
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1/F,
Wang Yip Industrial Building, Xx. 0, Xxx Xxxxxx, Xxx Xxx Xxxx, Xxxxxxx,
XXXX XXXX
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3.
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Ap
Xxx Xxxx 3S Centre, Horizon Plaza, GIF, Unit I to 8 & 12, Xx. 0 Xxx
Xxxx Xxxxxx, Xx Xxx Xxxx, XXXX
XXXX
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