SALES CONTRACT
No. ……………………………….
Date: ……………………………..
It is mutual agreed between:
The Seller: ROYAL EXPORT MECHANICAL COMPANY LIMITED
Address: B14/31A Binh Truong Street, Binh Chanh Commune, Binh Chanh District, Ho Chi Minh City, Vietnam
Tel: (84-8) 37 606 470 Fax : (84-8) 54292118
Tax code : 0 3 1 2 6 5 3 1 2 4
Representative by Mr. Ngo Van Tuan, Director
And:
The Buyer: FURUKAWA BATTERY MANUFACTURING INDOMOBIL
Address: No. Kav.8 JI.Raya Gatot Subroto . 18 km Jatake - Tangerang 15 111
Tel: ………….. Fax : …………………..
Representated by ……………..
Both parties have today entered into this contract under following terms and conditions:
ARTICLE 1 : SCOPE OF SUPPLY OF COMMODITY AND SERVICES
The Seller shall design, manufacture and supply to the Buyer one set of acid fume exhaustion and treatment system and formation system for battery manufactory (hereinafter called “the commodity”) and suppy services including installation and trial (hereinafter called “the commissioning”). Detail of commodity is described in the Annex 1 of this Contract.
The commodity is 100% new made, to be manufactured according to the drawings which are approved by the Buyer and attached in the Annex 2 of this Contract.
ARTICLE 2: TOTAL CONTRACT VALUE
Total contract value is USD 815,822 (Says: eight hundreds fifteen thousands, eight hundreds and twenty two US dollars).
This price is to be understood as CFR Jakarta Port, Indonesia (Incoterm 2010) and includes commissioning fee and round trip air tickets for Seller’s technicians to perform the installation and trial at the Buyer’s factory;
This price does not include withholding tax of the Seller’s technicians to be levied by the Indonesian government, if any. The parties understand and agree that this tax amount, if any, shall be paid by the Buyer for the Indonesian taxation authorities but not deducting from any amount of payment to the Seller.
ARTICLE 3: PAYMENT TERMS
100% of contract value shall be paid by telegraphic transfer (T/T). The payment will be made in four instalments as following manners:
I- 30% of the contract value i.e. USD 244,746.6 (two hundreds forty four thousands, seven hundreds and forty six US dollars and sixty cents) shall be paid by T/T as downpayment within 7 days after two parties signed the contract and the Seller issue the Debit Note with 30% of contract value.
II- 30% of the contract value i.e. USD 244,746.6 (two hundreds forty four thousands, seven hundreds and forty six US dollars and sixty cents) shall be paid by T/T within 7 days after commodity is shipped on board at Ho Chi Minh City Port – Vietnam.
The Seller send the Buyer (by fax or email) the copy of shipping documents including:
+ Bill of Lading
+ Commercial Invoice with 100% contract value
+ Packing List
After the Seller receive amount of payment, the Seller shall send the originals of shipping documents as above mentioned to the Buyer.
III- 30% of the contract value i.e. USD 244,746.6 (two hundreds forty four thousands, seven hundreds and forty six US dollars and sixty cents) shall be paid by T/T right after the vessel arrived at Jakarta Port.
After the Seller receive amount of payment, the Seller shall dispatch the Delivery Order to Shipping Company who will then release the goods so that the Buyer can collect them.
IV- The balanced 10% of the contract value i.e. USD 81,582.2 (eighty one thousands, five hundreds and eighty two US dollars and twenty cents) shall be paid by T/T within 7 days after the Seller fulfil his responsibilities and the two parties sign the Final Perform Acceptance Certificate.
The Seller’s Bank information:
-Bank name: Bank for Agriculture and Rural Development in Vietnam, Binh Chanh District Branch
-Account No.: 6440201015458
-Swift ZIP Code: VBAAVNVX807
ARTICLE 4: PERFORMANCE PERIOD
Total performance period is 195 days from the date of advance payment and the Seller has received the approved drawings from the Buyer to the date that all scopes of work including designing, manufacturing, supplying, installation and test running are completely done in order to hand over the commodity to the Buyer.
This total performance period shall be consist of two stages as follows:
1- Delivery:
The Commodity shall be delivered within 120 days from the date of advance payment and the Seller has received the approved drawings from the Buyer to the shipping date at port of loading.
Port of loading (port of shipment): Ho Chi Minh City Port – Vietnam
Port of discharge (port of arrival): Jakarta Port – Indonesia
Partial shipment: not allowed
Transshipment: not allowed.
2- Commissioning:
The commissioning comprises installation and trial shall be completely done within 75 days from the date of starting work at the Buyer’s factory to the date that all all scopes of work including designing, manufacturing, supplying, installation and test running are completely done in order to hand over the commodity to the Buyer.
This total performance period is not included the period of maritime transport; receiving goods, customs procedure, and local transport to the Buyer’s factory, ect. in Indonesia; holidays according to regulation from Labour Law of Vietnam; the days off at Buyer’s request if any.
ARTICLE 5: PACKING - MARKING
1- Packing:
Commodity will be wrapped in plastic protection and packed on pallets by seaworthy export standard, and shipped in container.
2- Shipping mark:
FURUKAWA BATTERY MANUFACTURING INDOMOBIL
CONTRACT NO.: ______________
EQUIPMENT OF ACID FUME EXHAUSTION AND TREATMENT SYSTEM AND FORMATION SYSTEM FOR BATTERY MANUFACTORY
NW:________ GW: ____________
MADE IN VIETNAM
ARTICLE 6: INSTALLATION – TRIAL – ACCEPTANCE
1- Resposibility of the Seller:
- The Seller undertakes to send experienced technicians to the buyer’s factory to perform the commissioning includes installation and trial.
- To appoint an experienced technicians who is in charge of supervising all work of installation and trial and have discussion of the work with the Buyer to avoid errors causing damage to the equipments of the Buyer.
- Must ensure labor safety at the commissioning period , if any problems incures the Seller shall notify to the Buyer immediately in order to solve on time .
2- Resposibility of the Buyer:
- The Buyer undertakes to prepare and hand over the site to the Seller in order to perform the installation work. Location for installation: Jakarta - Indonesia.
- To provide enough of security to avoid risk on person and loss of materials on site.
- To prepare materials and accessories for the base of formation tanks which are not covered or provided by the Seller
- To prepare the electricity, water and other necessary condition for the installation and trial.
- To prepare and bear all fees for accommodations, meals and local transportation for the Seller’s technicians during their stay in Indonesia to perform the commissioning work.
- To pay withholding tax of the Seller’s technicians to be levied by the Indonesian government, if any.
- To coordinate with the Seller for schedule of installation and in the construction supervision during the process of checking and immediately notify the Seller if any part is missing in quantity/quality in order to have a timely solution.
- To create conditions for the Buyer to work overtime to meet contract schedule (if necessary)
- To coordinate with the Seller in signing the Final Perform Acceptance Certificate after the Seller fulfill all responsibilities of the work including: to supply the commodity; to do completely the commissioning includes installation and trial as required in the contract and approved drawings.
ARTICLE 7: WARRANTY
- The warranty period for all the Commodity shall be twelve (12) months from the date of signing the Final Perform Acceptance Certificate in condition that the equipment shall be in correct operation, good storage and periodically submitted in good maintenance according to the Seller’s instructions.
- Expenses for troubleshooting : For these spoiled , disability if under warranty or fault caused by the Seller, the Seller shall bear all costs for troubleshooting; if outside the warranty coverage or by the operating fault by the Buyer or not correctly followed the guidance of the Seller, or arising from force majeure caused, the responsible for identifying specific costs shall be agreed by both parties.
ARTICLE 8: INSURANCE
The Buyer shall insure for the commodity to be delivered under this contract 110% of the contract value by sea insurance under “All risks” from Ho Chi Minh City port - Vietnam to Jakarta Port - Indonesia.
ARTICLE 9: FORCE MAJEURE
Seller is not liable for any penalty of delay delivery of all or any of these contracts caused by any contingency beyond its control or beyond the control of, or converged by its contract to furnish this commodity. Such contingencies shall include, but not limited to governmental or other restraints affecting shipment or credit, strikes, lockouts, floods, droughts, short or reduced supply or fuel or raw materials declared or undeclared wars revolutions, fires cyclones or hurricanes, epidemics or any other acts of god or force mạjeure.
ARTICLE 10: GENERAL PROVISIONS
- This contract comes into force when fully signed by both parties. The attached annexes and drawings are integral parts of this contract.
- This contract is made into 04 (four) English copies and04 (four) English copies of equal status for each language version, of which each party hold for two (02) copies of each language version. In the event of any discrepancies or inconsistency between the English language and the Vietnamese language version of this Contract, the interpretation and meaning of the English language version shall govern.
THE SELLER THE BUYER
FOR AND ON BEHALF OF FOR AND ON BEHALF OF
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