Contract for Coke Oven Equipment Contract No.: Jiao Che 20091201
Exhibit
10.22
Contract
for Coke Oven Equipment
Contract
No.: Jiao Che 20091201
The
Ordering Party: Henan Shuncheng Group Coal Coke Co., Ltd (“Party
A”)
The
Contractor: Shanxi Sin Te Coke Engineering Co., Ltd (“Party B”)
WHEREAS,
Party A intends to build a stamping-charging coke oven with a coking chamber of
2 × 65 holes and 5.5 meters in width;
WHEREAS,
the authorized representatives of Party A and Party B have made wide exchange
and consultations on the technical and business issues relating to the vehicle
equipment used in the coke oven, and both parties have fully expressed their
sincerity for cooperation;
WHEREAS,
Party A agrees to entrust Party B with the construction of the
equipment;
NOW
THEREFORE, both parties conclude the Contract as follows:
I.
|
List
of the Equipment to be Supplied
|
No.
|
Equipment Name
|
Quantity
|
Unit
|
Unit
Price
(Ten
Thousand
Yuan)
|
Total
Price
(Ten
Thousand
Yuan)
|
Time of
Delivery
|
|||||||
1
|
Stamping
Charging Car
|
2
|
Set
|
713
|
1426
|
The
first set of equipment shall be delivered from July 15th,
2010; the second set of equipment shall be delivered on Sep. 15th,
2010.
|
|||||||
2
|
Stamping
Coke Pusher
|
2
|
Set
|
548
|
1096
|
||||||||
3
|
24-Hammer
Micro-fixed Tamper
|
2
|
Set
|
273
|
546
|
||||||||
4
|
Dedusting
Coke Guide
|
2
|
Set
|
548
|
1096
|
||||||||
5
|
Coke-Quenching
Car
|
2
|
Set
|
103
|
206
|
||||||||
6
|
Electric
Locomotive
|
2
|
Set
|
100
|
200
|
||||||||
7
|
Hydraulic
Reversing Machine
|
2
|
Set
|
15
|
30
|
||||||||
8
|
Oscillating
Feeder
|
20
|
Set
|
3.3
|
66
|
||||||||
9
|
Gas-Guide
Car
|
2
|
Set
|
93
|
186
|
||||||||
10
|
Oven
Door Cleaning System with High Pressure Water (1 for the Coke Pusher and
1for the Coke Guide)
|
|
2
|
Set
|
100
|
200
|
|||||||
11
|
Freight
and Miscellaneous Charges
|
113
|
|||||||||||
12
|
Installation
and Test Cost
|
235
|
|||||||||||
Total
|
5400
|
The total
contract price is RMB Fifty-four Million Yuan only (¥54,000,000.00).
The
contract price herein is inclusive of tax. Party B shall be responsible for all
the related issues such as shipment, installation and commissioning etc, and
assume the corresponding expenses.
II.
|
Quality,
Standards and Inspection
|
1.
|
Party
B shall complete its design, manufacture and installation in strict
accordance with the section drawing of coke oven mechanical equipment
provided by the designing institute, and the quality shall conform to
drawing requirements. In case there is any dispute, it shall be settled
through consultations by both
parties.
|
2.
|
Party
B shall provide technical services for the design, manufacture,
transportation, packing, installation, debugging and commissioning of the
contracted equipment, and Party B shall ensure the quality in all
aspects.
|
3.
|
The
equipment shall be manufactured in accordance with relevant national
industrial standards, and the installation and commissioning of the
equipment must comply with Code for Construction and
Acceptance of Metallurgical Machinery Installation Work issued by
Ministry of Metallurgical Industry.
|
4.
|
The
main materials of components and parts shall be accompanied by the
original material list and the corresponding test reports of physical and
chemical indicators.
|
III.
|
Place
and Terms of Delivery
|
1.
|
Place
of delivery: Party A’s construction
site.
|
2.
|
Party
B shall also provide Certificate of Quality
Competency, Installation Drawings for the
Equipment, Part
Drawings, Inspection Reports,
Instruction
Manual, List of
Wearing Parts, Spare Parts Book, Operation and Maintenance
Manuals for Machinery, Electrical and Fluidic Equipment, in
conjunction with the provision of the
equipment.
|
3.
|
Party
A shall be responsible for the provision of places for field fabrication
and installation, and Party A shall also be responsible for water and
electricity supply.
|
4.
|
Party
B’s staff must be in place once the equipment arrives at the work
site.
|
IV.
|
Packing
and Transportation
|
1.
|
Party
B shall, in accordance with the properties of products as well as
components and parts, determine the mode of packing to ensure the security
and liability of loading, shipping, unloading and
storage.
|
2.
|
Party
B shall select a reasonable means of transport in accordance with the
equipment status, while the unloading charge incurred after the arrival at
Party A’s site shall be assumed by Party
A.
|
V.
|
Payment
|
1.
|
Every
time against Party A’s payment, Party B shall issue a financial
receipt.
|
2.
|
Within
seven (7) working days from the date on which the Contract comes into
effect, Party A shall pay an advance payment of RMB Five Million Yuan Only
to Party B.
|
3.
|
Within
one week from the date of normal use after the installation and
commissioning of the equipment, the payment of the equipment shall be made
up to 95% (including the paid advance payment of RMB Five Million
Yuan).
|
4.
|
The
quality guarantee period for the products shall be one year. If upon the
expiration of this period the equipment passes the inspection without any
quality problem, Party A shall pay off the quality guarantee deposit
equivalent to 5% of the Contract price. However, problems
arising from improper operation by Party A’s staff or related to common
consumables are not included in the quality guarantee
scope.
|
VI.
|
Installation,
Trial Run and Acceptance of the Coke Owen
Equipment
|
1.
|
The
installation and commissioning must meet the drawing requirements as well
as the requirements by relevant national
standards.
|
2.
|
Party
A shall actively cooperate with the site resident representatives
appointed by Party B to complete the field services. Party A shall meet
the installation conditions for the coal charging car before July 1st,
2010, and it shall meet the installation conditions for the tamper and
other equipment before Aug. 1st,
2010.
|
3.
|
The
trial period of the equipment shall refer to one week of coke production
in the heating test, during which Party B’s installation staff shall play
a leading role in maintaining the equipment, and Party A’s operation and
maintenance staff, under Party B’s training and supervision, will play a
supplemental role. The installation and commissioning shall not come to an
end until the expiration of this
period.
|
4.
|
Party
A shall provide free accommodation in the neighborhood for Party B’s
installation and commissioning staff. Party A shall provide Party B with
water, electricity and gas necessary for installation free of charge. The
expense for the cranes used in installation shall also be assumed by Party
A.
|
5.
|
All
the lubricating and hydraulic media during the installation and
commissioning as well as during the process of production shall be
provided by Party A, while the specific quantities and models shall be
provided by Party B.
|
6.
|
Party
A shall organize the acceptance participated in by Party B within two
weeks from the date when the equipment is put into coke production. For
those in failure of meeting the requirements of technical performance,
Party B must rectify them within one month. If Party A fails to organize
the aforesaid acceptance within two weeks, it shall be deemed that the
equipment passes the acceptance.
|
7.
|
After
the equipment is put into production, Party B shall provide Party A with
3-month technical support and maintenance instructions free of charge, for
which purpose two machinists, one electrical mechanic and one hydraulic
mechanic shall be appointed.
|
VII.
|
Liability
for Breach of Contract
|
1.
|
If
Party B discovers that the drawings or technical requirements provided by
Party A are unreasonable, it shall timely notify Party A. In case that any
losses are caused to Party B due to Party A’s indolent reply or other
reasons, Party A shall be liable for making compensation on the basis of
the valuation of the unreasonable
parts.
|
2.
|
If
Party A changes its requirements for the contracted work while the work is
under way, thereby causing losses to Party B, Party A shall be liable for
making compensation on the basis of the valuation of the loss caused by
the changes.
|
3.
|
If
the performance of the contracted work requires assistance, Party A shall
have the obligation to provide assistance. In case that the contracted
work is unable to be completed on schedule due to Party A’s failure in
fulfilling its obligation of assistance, Party B may urge Party A to
perform its obligation within a reasonable time limit and may extend the
term of its performance; if Party A still fails to perform such obligation
within the time limit, Party B may terminate the
Contract.
|
4.
|
If
Party B fails to complete the manufacture, installation or trial run as
stipulated in the Contract, Party B shall be liable for making the
corresponding compensations for Party A’s economic
loss.
|
VIII.
|
Contract
Disputes and Settlement
|
Any
dispute arising out of or in connection with the Contract between the parties
shall be settled through friendly consultations on the basis of Contract Law. In case no
agreement can be reached, the dispute shall then be submitted to the people’s
court at the place of signature for litigation.
IX.
|
Miscellaneous
|
1.
|
The
Contract shall come into force upon the signature and seal of the
authorized representatives designated by both parties, and the effective
date of the Contract shall be the date on which the advance payment is
received after the signing and
sealing.
|
2.
|
The
technical agreement shall be deemed as an integral part of the Contract
and it shall serve as a basis for manufacture, inspection as well as
after-sale service.
|
3.
|
Any
and all supplementary provisions or alterations shall be made in written
form or by fax and deemed as an integral part of the Contract after being
signed by the authorized representatives of both
parties.
|
4.
|
Ownership:
the ownership shall be transferred upon Party A’s payment being up to 95%
of the contract price. In case that Party A’s failure to make the
aforesaid payment in full exceeds three months after the payment period as
stipulated in the Contract, Party B shall be entitled to resume the
equipment.
|
5.
|
Party A’s place of domicile shall
be deemed as the place where the Contract is
signed.
|
6.
|
The
Contract shall be valid from the effective date to the expiration date of
the guarantee period.
|
7.
|
The
Contract is executed in sextuplicate, and each party holds three
copies.
|
The
Order Party: Henan Shuncheng
|
The
Contractor: Shanxi Sin Te Coke
|
|
Group
Coal Coke Co., Ltd
|
Engineering
Co., Ltd (Weixi Branch)(“Party B”)
|
|
(Seal)
|
(Seal)
|
|
Legal
Representative: /s/ Wang Xinshun
|
Legal
Representative: /s/ Xxxxx Xxxx
|
|
Authorized
Representative: /s/ Xxxxxx Xxxx
|
Authorized
Representative: /s/ Xxxxxx Xx
|
|
Telephone:
0000-0000000
|
Telephone:
0000-0000000
|
|
Address:
|
Address:
Wenxi, Shanxi
|
Date of
Contract: Dec. 2nd,
2009
Agreed
Xxxxx Xx
Dec. 2nd,
2009
(written by hand)