After-sale Services Agreement
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Petrochemical Engineering
Limited
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Part
A：AMPO S.
Coop Poyam Valves
Part
B：PETROCHEMICAL
ENGINEERING LIMITED
Date：June 17, 2009
1
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Petrochemical Engineering
Limited
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Part
A：AMPO S.
Coop Poyam Valves（hereinafter referred to
AMPO）
Part
B：PETROCHEMICAL ENGINEERING
LIMITED (hereinafter referred to PEL)
AMPO and PEL are intended to
open up the market together, and do good after-sale services work of AMPO valves
in China, so AMPO appoints PEL as the after-sale services center for Chinese
market. PEL should staffed with qualified engineers and provide a good
after-sale services to ensure the quality of using AMPO products in China. This
agreement which is about the after-sale services of AMPO valve in China is made
by and between AMPO and PEL, and reach the following agreement:
First-
Responsibilities and rights of POYAM
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1.
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Give
after-sale services task to PEL.
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2.
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Check
the quality of the after-sale services from
PEL.
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3.
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Actively
cooperate with PEL to carry out maintenance
work.
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4.
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AMPO
is responsible for training maintenance technicians for
PEL.
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5.
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AMPO
should provide maintenance technical information to PEL, but for the
correct fulfillment of this duty, PEL must within a reasonable notice and
accurately inform AMPO about the concrete information or technical support
needed.
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6.
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AMPO
should provide required spare parts to PEL in a reasonable term after
receiving the order from PEL. .
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7.
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AMPO
will invoice the customer (excepting when there is a guarantee or quality
issue) and PEL will invoice AMPO.
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Second-
The responsibilities and rights of PEL
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1.
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PEL
will set up after-sale services institution of AMPO valves, and assign
person who is in charge of after-sale services work and full-time
after-sale services staff. PEL will consign Beijing Bada Zhaoquan
Technology & Trade Co., Ltd. to arrange professional maintenance
personnel. PEL undertakes to defend, hold harmless and indemnify AMPO
against any claims brought against AMPO which are directly or indirectly
attributable to Beijing Bada Zhaoquan Technology & Trade Co., Ltd’s
failure to fulfill its obligations.
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2
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Petrochemical Engineering
Limited
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2.
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PEL
will review and deliver the drawing and completion information of AMPO
valves. Drawings and documents provided by AMPO to PEL shall remain the
exclusive ownership of AMPO and shall be returned at AMPO’s request or at
the termination of this agreement.
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3.
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PEL
can provide spare parts of AMPO valves to China
market.
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4.
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PEL
will provide after-sale services to AMPO valves in mainland China,
including the third party and valves that AMPO sold to mainland China. PEL
will not have any commercial right over the Purchase Orders caught through
other agents. PEL will only have commercial benefit over Field Engineering
Service contracts. AMPO will quote PEL’s prices increased with AMPO’s
commission.
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5.
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PEL
is not allowed to perform post-sales services for any company that is a
direct o indirect AMPO’s competitor in the territory where PEL performs
post-sales services for AMPO.
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6.
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If
there is major break down or accident, PEL should notice AMPO as soon as
possible, and help AMPO to carry out an investigation and technical
evaluation.
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7.
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PEL
should give after-sale services reports to AMPO every 2 months and in any
case when AMPO so requests.
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8.
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PEL
shall answer directly for all claims brought by users as well as to AMPO
for the non-fulfillment or defective fulfillment of the obligations
deriving from this Agreement. PEL shall hold harmless and indemnify AMPO
for all the damages incurred by the latter but which are attributable to
PEL’s negligence or non-fulfillment of its contractual obligations of any
kind.
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Third-
Valves’ Warranty period
AMPO
shall provide a warranty on the valves. The warranty period shall be established
on a case-by-case basis, depending on the project and the
contracts.
Furthermore,
PEL shall warrant the repairs made on the valves to consumers for a period of 6
months, since the repair within new repairs, if any, shall be made at no cost
for AMPO.
3
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Petrochemical Engineering
Limited
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Fourth-
Charges of field service
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1.
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Since
the date of sale about AMPO valves, we will maintain valves free of charge
owing to quality problems in product warranty. AMPO will afford related
costs, and the charges of PEL as
follows:
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Area coverage
（Distance from
Beijing）
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Travel charge
（RMB/times/person）
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Fees for
accommodation and
dinner
（RMB/day/person）
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Fees for field service
within 8 working
hours
（RMB/hour/person）
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Fees for
spare parts（RMB）
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Remarks
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500km
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1000.00
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Out
of 8 working hours,
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1000km
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3000.00
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small
holiday (1st May)
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1000-2000km
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5000.00
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Provided
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and
weekend:
300.00
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by
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yuan/hour/person
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500.00
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200.00
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POYAM,
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National
holidays
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and
free
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(October
1-October 7
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>2000km
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7000.00
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of
Charge
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and
1 week in
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February):
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600.00yuan/hour/person
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4
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2.
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Products’
errors and incident owing to self reasons and force majeure of users
during warranty period, users should pay related
costs:
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Petrochemical Engineering
Limited
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Area coverage
（Distance from
Beijing）
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Travel charge
（RMB/times/person）
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Fees for
accommodation and
dinner
（RMB/day/person）
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Fees for field service
within 8 working
hours
（RMB/hour/person）
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Fees for
spare parts（RMB）
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Remarks
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500km
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1000.00
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Out
of 8 working hours,
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1000km
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3000.00
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small
holiday (1st May)
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1000-2000km
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5000.00
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Provided
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and
weekend:
300.00
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by
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yuan/hour/person
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500.00
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200.00
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POYAM,
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National
holidays
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and
free
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(October
1-October 7
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>2000km
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7000.00
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of
Charge
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and
1 week in
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February):
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600.00yuan/hour/person
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3.
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Out
of warranty period, users should pay related
costs:
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Area coverage
（Distance from
Beijing）
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Travel charge
（RMB/times/person）
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Fees for
accommodation and
dinner
（RMB/day/person）
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Fees for field service
within 8 working
hours
（RMB/hour/person）
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Fees for
spare parts（RMB）
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Remarks
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500km
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1000.00
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Out
of 8 working hours,
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1000km
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3000.00
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small
holiday (1st May)
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1000-2000km
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5000.00
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Provided
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and
weekend:
300.00
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by
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yuan/hour/person
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500.00
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200.00
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POYAM,
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National
holidays
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and
free
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(October
1-October 7
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>2000km
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7000.00
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of
Charge
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and
1 week in
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February):
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600.00yuan/hour/person
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5
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Petrochemical Engineering
Limited
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4.
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Notwithstanding
the above, prices to be charged to customers shall be able to be
negotiated by AMPO with its
customers.
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Fifth-
Service requirements
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1.
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After
receiving notification from users, Service personals of PEL should submit
an application to AMPO as soon as
possible.
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2.
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Before
executing any mobilization, the customer will place an order for AMPO
(even with zero price). PEL will assist the customer after receiving
AMPO’s confirmation.
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3.
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PEL
will inform AMPO about all the field engineering service negotiations with
customers.
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4.
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After
AMPO’s permitting, PEL will do the field service, and respond to customer
within 24 hours. In addition, there is special 24 hours service
hotline.
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5.
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AMPO
will invoice the customer (excepting when there is a guarantee or quality
issue) and PEL will invoice AMPO.
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6.
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PEL
will send to AMPO service reports in AMPO’s format and timesheets every 2
months or in any case at AMPO’s request. Both documents must be signed by
the customer.
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7.
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Payment
terms. In quality issues: Payment will be accepted after report has been
received. In invoiced services, 50% of the payment will be done after
report has been received and the rest once payment from customer is
received.
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Sixth-
Provision and price of products maintenance accessories
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1.
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Warranty
period: AMPO provide spare parts to PEL and users timely and free of
charge, provided that the defects or breakdowns are due to manufacture
defects.
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2.
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Out
of warranty period: AMPO will provide favorable maintenance accessories to
PEL timely.
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6
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Petrochemical Engineering
Limited
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Seventh-
Duration and Termination of this Agreement
This
Agreement shall have a duration of 2 years since the date of
signature.
The
Agreement may be terminated:
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1.
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For
the expiration of the term set forth
above.
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2.
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For
any of the parties, communicated in writing within a 3 months
notice.
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3.
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If
any of the parties breaches its contractual
obligations.
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4.
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-If
post-sales services are performed by PEL in such a way that negative
affects to AMPO’s image and prestige in
China.
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5.
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If
AMPO receives numerous and relevant complaints from its clients concerning
to the post-sales service.
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6.
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By
mutual agreement of the parties.
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At
termination, for any reason mentioned in section seventh, both parties shall
amicably settle how to proceed in relation to pending obligations. The
non-breaching-party shall be entitled to claim damages, if any.
Ninth-
Confidentiality
PEL
agrees to keep strict confidentiality in relation with the technical information
provided by AMPO in connection with this agreement. Parties shall enter into a
confidentiality agreement that shall be an integral part of this
Agreement.
Tenth-
Nature of this Agreement
This
agreement it’s a commercial agreement. In no case this Agreement constitutes or
creates a labour relationship between the parties.
7
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Petrochemical Engineering
Limited
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Eleventh-
Offsetting
AMPO is
entitled to offset, adjust or deduct any amount owed to PEL with any amounts
that PEL owes to AMPO for damages, costs or any other whatsoever.
Twelfth-
Resolution of Conflicts
All
disputes that arising from or in connection with this Agreement and that cannot
be settled amicably between the parties, shall be definitely submitted to the
International Chamber of commerce (ICC) for arbitration which shall be conducted
in accordance with the arbitration rules of the ICC in effect at the time of
applying for arbitration. The arbitral award shall be final and binding between
the parties. The place of arbitration shall be Paris. The language of
arbitration shall be English.
The law
applicable to this agreement shall be Spanish law.
Eleventh-
Miscellaneous
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1.
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The
invalidity of any provision of this Agreement shall not affect the
validity of any other provision in the
Agreement.
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2.
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No
party shall not, without the prior written approval of the other party,
assign its rights or obligations under this
Agreement
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3.
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This
Agreement constitutes the entire agreement between the parties and
supersedes all proposals, previous negotiations and previous agreements
concerning the subject matter. Any amendment or modifications may only be
made in writing and must be signed by both
parties.
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4.
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This
agreement duplicates each in Chinese and English, and both part A and part
B will hold one original agreement. This agreement will be effectiveness
since the date of signature and seal of two parts. This agreement is
effective one year since the signing date. We will sign other agreement
after expiration.
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8
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Petrochemical Engineering
Limited
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Part
A：AMPO
S. Coop Poyam Valves
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Part
B：Petrochemical
Engineering Limited
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Representative
signature：_________________
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Representative
signature：___________________
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Place：__________________________
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Place：________________________
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Date：__________________________
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Date：_________________________
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