draft contract - nsp cleaner 29-8-2012 amended ct 20120903

7/29/2019 Draft Contract - Nsp Cleaner 29-8-2012 Amended Ct 20120903

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SALES & PURCHASE CONTRACT NO. 02/UP-CT-12Date: August 29, 2012

THE BUYER : UNI-PRESIDENT VIETNAMAddress : 16-18 Song Than II Industrial Zone, DT 743 Road, Di An County, Binh DuongProvince, VietnamTelephone : 84 650 3790 811~6 - Fax : 84 650 3790 810Represented : Mr. LEE CHING TYAN General Director

THE SELLER : CHOPIN TECHNOLOGIESAddress : 20 av. Marcellin Berthelot, 92396 Villeneuve-la-Garenne Cedex, FranceTelephone : (33 1) 41 47 50 58 - Fax : (33 1) 41 21 07 10Account/IBAN : FR76 3000 4018 9600 0222 2364 513Swift code/BIC : BNPAFRPPIFNat : BNP PARIBAS, IDF NORD (02414) PARIS LA DEFENSE 92937,FRANCERepresented by : Mr. SEBASTIEN REMLINGER Area Sales Manager

Both parties have agreed to sign this contract under the following terms and con

ditions:

ARTICLE 1 : COMMODITY, VALUE OF THE CONTRACT Commodity :- Name : Laboratory Apparatus- Quality : 100% brand new made in 2012, according to export standard of manufacturer.- Origin : European Union.- Details of goods :

Item DescriptionUnit price

EuroQuantity Total priceEuro1 SAMPLE CLEANER NSP with 3 siev supplied with 3 sieves Wheat : 2 x 20 (x2)+3,5 x 20CIP HO CHI MINH CITY AIRPORT, VIETNAM Incoterms ICC 20105,800.00 1 5,800.00

560.00.TOTAL VALUE, CIP HO CHI MINH CITY AIRPORT, VIETNAM

Incoterms ICC 20106,360.00

Airways Company and/or Carrier of the Sellers choice The approximate packing details are the following (ESTIMATION ONLY): Please advise.1 plywood case 123 x 60 x height 108 cm (not to stack, not tolay on its side)Gross weight: 150 kgOn-site training/commissioning within half a day to be done bySellers representative in Vietnam.


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Contracts value :- Total value of the contract is EUROS Six thousand, three hundred and sixtyonly CIP Ho ChiMinh City Airport, Vietnam, including packing and required documents as per Article 3.ARTICLE 2 : PACKING, MARKING Packing : as per export air-worthy standard and manufacturers export standard packing. Marking : Contract No. : 02/UP-CT-12Destination : Ho Chi Minh City Airport, VietnamName of goods : Laboratory ApparatusNumber of case : 1 pallet.

ARTICLE 3 : PAYMENT TERMSPayment terms: 100% advance payment by Telegraphic Transfer to the Sellers bank details:

BNP PARIBASIDF NORD (02414) PARIS LA DEFENSE92937, FRANCEIBAN (International Bank Account Number) : FR76 3000 4018 9600 0222 2364 513BIC (SWIFT address) : BNPAFRPPIFN Beneficiary : CHOPIN TECHNOLOGIES

Required documents : All documents must be in English.1. Airway Bill marked Freight prepaid and notify the Buyer : UNI-PRESIDENT VIETNAM : 01 original and 03 copies.2. Signed commercial invoice: 04 originals.3. Detail packing list: 04 originals.4. Certificate of Origin issued by the Chamber of Commerce (and Industry) of France: 01 original and 03 copies.5. Certificate of Quality, Test Report, Certificate regarding the year of manufacture issued byCHOPIN TECHNOLOGIES - France: 03 originals.6. Insurance policy/Certificate in assignable form and endorsed in blank of 110% value showing claim payable at Ho Chi Minh City, Vietnam, and covering all risks: Triplicate (01 original and

02 copies).

All above documents has to show clearly name of goods: Laboratory Apparatus

. One set of the above mentioned documents is to be sent together with 01 copy of AIRWAY BILL by express courier to the Buyer for customs clearance preparationand the Buyers profile. The Seller will not be responsible for any charges related to extra warehousedue to late reception of the set of air-shipping documents for customs clearance or any duties, import charges, demurrage for equipment clearance delays or other charges related to the importing of this equipment.All costs related to importation of this equipment are on the account of the buyer.

ARTICLE 4 : DELIVERY / SHIPMENT Delivery term : CIP HO CHI MINH CITY AIRPORT, Vietnam. Loading airport : Any main airport in France. Destination airport : Ho Chi Minh City Airport, Vietnam. Dispatch : within 8-10 weeks from receipt of your T/T. Partial shipments : not allowed. Transhipment : must be ALLOWED.


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ARTICLE 5 : WARRANTY Warranty covering by Seller through the period of 12 (twelve) months on the instrument in Article 1, point 1 (goods description) after signing date of acceptance certificate by both parties. Acceptance certificate will be signed only when representative of the Seller completes full installation, trainingand fully transfers the instrument in normal operation to the Buyer. If acceptance certificate is not signed within 2 months after shipment of goods, warranty period will start. Any defect arising from faulty material or manufacturing (not in case of transport damages or defects arising from improper use), the necessary spare parts are replaced by the Seller (or representative of the Seller) not later than 45 days after received fax or e-mail of Buyer

s request. In case goods becomes faulty within the period of warranty (although havingbeen operated according to applicable operating manual and operating conditionsas specified in the technical brochure), CHOPIN TECHNOLOGIES will send spare parts to agent of Seller in Vietnam, for doing the replacement and repair for the Buyer. The equipment must be returned, at the charge of Buyer, to agent of Seller in Vietnam so that agent of Seller in Vietnam replace for the Buyer. If the defect arising from faulty material or manufacturing or it cannot be repaired onsite, agent of Seller in Vietnam will have to send the equipment to the Seller

spremises in France, at the charge of the Buyer. Time for goods delivery, handling, replacement will not later than 60 days. The Buyer will receive the case(s) which are fully sealed according to the Sellers notice. After goods reception, the Buyer will inform to the Seller or agen

t of Seller in Vietnam. Maintenance will be carried out by the Buyer under the Sellers advices and thehelp of user manual, repair will be carried out first by agent of Seller in Vietnam.

ARTICLE 6: PENALTY The Seller must pay the Buyer a penalty in following case:- Late delivery : Beyond the time of delivery, no reason is accepted, the Seller shall indemnify the Buyer 0.15% (zero point fifteen percent) of the contract value per working day of lateness. But the penalty for this case will not exceed 5% of the total value of the goods. The penalty shall be made payable to Buyers account by TTR.

ARTICLE 7 : ARBITRATIONWhen realizing this contract, if any dispute is unable to be agreed on the negotiation between both parties, it will be settled by the Vietnam International Arbitration Centre (VIAC) at the Vietnam Chamber of Commerce and Industry in accordance with its Arbitration Rules. The decision rendered by VIAC shall be final and binding for both parties. Arbitration cost shall be born by the losing party.

ARTICLE 8 : OTHER TERMS AND CONDITIONSAny amendment or supplement of the contract must be made in written form and mutually agreed by both parties with authorized signatures.

This contract is made in 04 copies in English, governed by INCOTERMS latest version, signed via fax/email and effective in the period of 03 (three) months fromthe signing date of contract. Each party keeps 02 copies.

FOR THE BUYER FOR THE SELLER


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Mr. LEE CHING TYAN Mr. SEBASTIEN REMLINGER

draft contract - nsp cleaner 29-8-2012 amended ct 20120903

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