Agreement
On
Supply of Liquefied Petroleum Gas
Supplier: (Party A) Beibal Special Liquefied Petroleum Gas Co,
Ltd. Legal Representative: Zhang xiaofii
Address: 0xx Xxxxx, Xxxxxxx Xxxxxxxx, Xxxxxxx Xxxx, Xxxxxx,
Xxxxxxx
Recipient: ( party B) Panzhihua Deyun Petrochemical Industrial
Co., Ltd. Legal Representative: Tan Mau Tak
Address: Coal Washery, Geliping, Panzhihua Mineral Bureau
Guarantor: Kunming Xinmao Petrochemical Industrial Co., Ltd.
Address: 00 Xxxxxxxx Xxxx, Xxxxxxxx Xxxx Legal Representative:
Xxxx Xxxxx
Article 1. In view of that the legal representative of Party B
transferred Hong Kong De xiang Tuo Yi Industrial Company, of which
he owns full property, and 60.90% shares held by the company in
Kunming xinmao Petrochemical Industrial Co., Ltd. to Everlasting
International Nevada Holding Co., Ltd., Party A aggress to
voluntarily supply Party B with liquefied petroleum gas. And the
two parties reached the following agreement as to the affairs
concerning gas supply.
Article 2. Party A shall supply Party B with liquefied petroleum
gas for a period of four (4) years, 2675 tons each year and 10500
tons for four years (should the actual gas consumption of Party B
is less than 10500 tons, the time of Party A supply gas for Party
B shall be prolonged.
Article 3. The price for each tons of liquefied petroleum gas
reaching the special-used railway of Geliping Coal Washery,
Panzihua Mineral Bureau shall be 3100 yuan RMB (including all
expenses). The price shall be steady if the rate of US dollar
exchanging for Renminbi is within 1:9. In case of exceeding the
rate, the gas price shall be adjusted according to the actual
rate. Or if the actual gas price increases by 5%, the income for
the price increase exceeding 5% shall belong to Party A.
Article 4. Time, quality and acceptance of gas supply
1. The time of gas supply shall be from April 1,1996 and to
March 31,
2000 (the actual time of gas supply shall subject to Article 2 of
this agreement).
2 Party A shall delivery the gas evenly the average delivery
amount for each month or accumulated months shall not be less than
8-9 tankers (4-5 tankers for the first ten days of a month and 4-5
tankers for the last ten days of a month);
3 The quality of the gas supplied by Party A shall be in
conformity with the State Standard of GB-1174.
4. Each time, the tankers shall be checked before acceptance at
the delivery point by the designated persons of the two parties.
The amount shall be calculated according to the position of slid
bar. Then in accordance with the accurate curve diagram of
liquefied gas provided by Party A, the persons of two parties
shall determined a height xxxx as the basis of settlement.
5. The weight of liquefied gas shall be calculated according to
the standard of 0.545.
Article 5. Account Settlement
1. According to the actual tonnage confirmed by the two parties,
Party B shall make the payment to the account designated by Party
A within five (5) days.
2. Party A shall send the voucher of added value tax within
thirty (30) days after the receipt of payment.
3. All relevant expenses paid by Party B for Party A in advance
and loans of Party A's staff, which shall be confirmed by the
telegram or facsimile of Party A, may be deducted from the payable
payment at the time of settlement.
Article 6. Other obligations of the two parties
1. After each arrival of goods, Party B shall check for
acceptance and unload it within four (4) days, and have railway
organizations send the train to the station designated by Party A.
The relevant expenses shall be paid by Party B for Party A in
advance with the receipts of railway
Organizations.
2. From the date of this agreement coming into force to April 1,
1996, Xxxxx A shall be responsible for storing 100 liquefied
petroleum gas
for Party B free of charge in the storage station of Kunming
Xinmao Petroleum Industrial Co, Ltd.
3. Xxxxx A shall assist Party B to buy comprehensive insurance
in China Pin' an Insurance Company for the customers supplied by
Party B. The premium shall be borne by Party B.
Article 7. Guarantee
Within a month after the agreement coming into force, Xxxxx B
shall ask Ever Lasting International Nevada Holding Co., Ltd. to
pay 2.5 million yuan RMB to Party A as the xxxxxxx money according
to the related terms of Agreement on Enterprise Properly
Transference and Agreement on Payment. After the implementation of
the agreement, Party A shall have the xxxxxxx money.
Article 8. Obligation for breach of the agreement
I - Should Party A be delay to supply the gas for one month,
Xxxxx B shall have the right to deduct 3% of the payable amount in
this month and the penalty fee at the time of settlement. Should
the above breach of agreement occur twice in a year, Party A shall
return a doubled xxxxxxx money and be responsible for the economic
losses and legal obligations occurred due to delayed gas supply.
Moreover, Xxxxx B shall have the right to ask Xxxxx A to continue
the implementation of the agreement.
2. Should Xxxxx B be unable to make the payment on time, for one
day exceeding the time limit, Party B shall pay a overdue fine of
3% of the payable amount to Party A.
3. Should Xxxxx A be unable to implement the agreement regularly
due to Xxxxx B's failure m returning the empty train on time
(exclude the unsuccessful acceptance due to the disputes of the
two parties), Xxxxx B shall be responsible for a penalty fee
0 F 300 yuan for each train per day. In addition to have the right
to postpone the next gas supply, Party A shall bear no obligation
for the breach of agreement.
4 Should the breach of agreement be caused by force majeure,
either party shall inform the other party, and both parties shall
have the responsibility to avoid losses without obligation for
breach of agreement.
Article 9. Kunming Xinmao Petroleum Industrial Co., Ltd. agrees to
act as the guarantor for Party A's implementation of the
agreement. Should
Party A fail to completely implement the agreement, Party B shall
have the right to ask the guarantor undertaking all obligations
that should be borne by Party A.
Article 10. Effectiveness and termination
I. The agreement shall come into effect only with the following
conditions:
A Signatures of the legal representatives of the two parties;
B. The related Agreement on enterprise Properly Transference and
Agreement on Payment shall come into effect.
2. This agreement is in duplicated, Party A and Party B shall
hold each with equal legal effect.
3 this agreement shall be terminated upon the completion of the
obligation and rights of two parties.
Article 11. Should any dispute occur and such dispute can not be
solved through consultation both parties shall have the right to
initiate legal proceedings in the intermediate people's court of
plaintiff.
Article 12. After the agreement coming into effect, all agreement
on liquefied petroleum gas supply signed before March 18, 1996
shall have no legal effect
Signed by representative of Party A Signed by representative of
Party B Tan Mau Tak (signature)
Seal of Party A
March 18, 1996
Guarantor:
Seal of Guarantee Unit:
March 18, 1996
Seal of Party B March 18, 1996
