ARTPLAST保加利亚公司与台州市黄岩智能机械模具有限公司设备销售合同审查

Equipment Sales Agreement

The Buyer: ARTPLAST Bulgaria Company

Regd. Office: ARTPLAST Sofia No 1407 Teshkova Street

The Seller: Taizhou Huangyan Smart Machinery Mold Co., Ltd.

Regd. Office: No. 23, Rouji Road, Dongcheng Street, Huangyan District, Taizhou City, Zhejiang Province

The Equipment Sales Agreement (“Agreement”) is entered into between ARTPLAST Bulgaria Company Co. Ltd. and Limited Taizhou Huangyan Smart Machinery Mold Co., Ltd.

The Buyer wishes to purchase from the Seller, and the Seller is willing to sell to the Buyer in accordance with the terms and conditions of this Agreement. Both parties agree to the following:

List and Price:

The Buyer hereby agrees to purchase the following equipment from the Seller at the price listed below.

Payment:

The Buyer agrees to pay the following amount to the Seller for the above equipment. The payment shall be made to the Seller prior to equipment delivery.

Payment Terms:

The Buyer shall remit the payment to the Seller by T/T within twenty (20) days upon execution of this Agreement.

Delivery:

The Buyer shall, at its own cost, be responsible for picking up the equipment from the Seller’s site at:

Acceptance:

Each person signing this Agreement as an authorized officer of a party represents and warrants that he or she is duly authorized to sign this Agreement for that party, and that this Agreement will, upon having been so executed, be binding on that party in accordance with terms and conditions contained in this Agreement.

The Buyer:             The Seller:

Authorized Signatory:                     Authorized Signatory:

Date:         Date:

Terms and conditions:

1. The Seller warrants that they are the legitimate owner of the equipment and is entitled to transfer title ownership of the equipment to the Buyer.

2. All equipment are sold on as-is basis, with no warranty implied or provided. Any repair or maintenance needed shall be carried out by the Buyer at its own cost.

3. After sales support and start-up services are not included in the price of the equipment. In case the Buyer wants to engage the Seller to assist with any after sales or start-up services, both parties shall negotiate and agree on reasonable expenses to be further paid.

4. The Seller undertakes to sign and execute upon request by the Buyer all such documents (including documents evidencing title to the Equipment, books and records pertaining to the Equipment) as may be legally required to procure, transfer and, to the extent necessary, the registration of the transfer of any of the equipment into the name of the Buyer. If the Seller fails to sign and execute any document within 5 (five) business days of any written request by the Buyer, the Seller hereby appoints the Buyer as its attorney and agent in rem suam to do all such things and sign and execute any documents on its behalf to procure the transfer of the equipment into the name of the Buyer.

5. All taxes, levy, licenses and associated fees or expenses in relation to the sales hereunder shall be paid by the Buyer.

6. The Buyer agrees to indemnify and hold the Seller harmless against any claims of loss or damage associated with the sales under this Agreement.

7. Either party under this Agreement agrees that it will not, either during the term of this Agreement or at any time thereafter, disclose or use for any purpose other than the proper performance of this Agreement any confidential information of the other party. The confidentiality obligation does not apply to any information: i) that has been published or otherwise becomes generally available to the public; or ii) which the receiving party must disclose in order to comply with any applicable law or requirement of any government agency.

8. This Agreement commences on the execution date and will expire in one (1) year, unless terminated earlier by both parties’ mutual agreement.

9. Force Majeure: If a party is prevented in whole or in part from carrying out its obligations under this Agreement as a result of Force Majeure (meaning any event or circumstance not within the reasonable control of the person affected by it, which shall include an act of God; lightning, storm, flood, fire, earthquake, explosion, cyclone, tidal wave, landslide, adverse weather conditions; strikes, lockouts, industrial or labour disputes or difficulties; war, government restrictions, change in law, revolution or act of public enemies, sabotage, riots, insurrections, civil commotion or epidemics; and power or water shortages.), it must promptly notify the other party accordingly. The notice must:

(i) specify the obligations it cannot perform as a result of the Force Majeure;

(ii) fully describe the event of Force Majeure; and

(iii) estimate the time during which the Force Majeure will continue.

Following this notice, and while the Force Majeure continues, the obligations that cannot be performed because of the Force Majeure will be suspended.

10. The Seller warrants that the Seller is the sole and exclusive owner or legitimate licensee of the Intellectual Property in the equipment (if any) and all such Intellectual Property in the equipment shall be irrevocably and perpetually transferred to the Buyer upon execution of this Agreement for no additional payment by the Buyer to the Seller. “Intellectual Property” means any intellectual or industrial property right anywhere in the world including, without limitation, any patent, patent application, utility model, copyright (including copyright in manuals, databases, promotional material and other materials), registered design and any other design rights, rights in integrated circuit chip topography and other similar rights and any other rights which may subsist anywhere in the world in inventions, and other manufacturing processes, technical and other information of the Seller or the Seller’s related bodies corporate.

11. Each of the Parties hereby warrants unto and in favour of the other that:

(i) it has the legal capacity and has taken all necessary corporate action required to empower and authorize it to enter into this Agreement;

(ii) this Agreement constitutes an agreement valid and binding on it and enforceable against it in accordance with its terms;

12. If the whole or any part of a provision of this Agreement is void, unenforceable or illegal in a jurisdiction it is severed for that jurisdiction. The remainder of this Agreement has full force and effect and the validity or enforceability of that provision in any other jurisdiction is not affected. This Clause has no effect if the severance alters the basic nature of this Agreement or is contrary to public policy.

13. To the extent the law permits and notwithstanding any other terms of this Agreement, each Party excludes all liability whatsoever to the other Party for indirect or consequential loss or consequential damage of any kind, loss of business revenue, loss of profits, failure to realize expected profits or savings, overhead costs, loss of reputation and goodwill of any kind under any statue or otherwise arising out of or in any way connected with this Agreement. To the fullest extent permitted by law, the aggregate liability of each Party for all claims under or in connection with this Agreement is limited to the total price set out above.

14. This Agreement may be executed in any number of counterparts. All counterparts will constitute one instrument.

15. This Agreement shall be governed by the laws of 【】. In case there is any dispute or controversy arising out of or in relation to performance of this Agreement, each party submits such dispute/controversy to the Singapore International Arbitration Commission (“SIAC”) for resolution in accordance its SIAC arbitration rules then in effect. The tribunal will be composed of sole arbitrator to be appointed by SIAC. The award shall be final and binding on both parties.

Executed as an Agreement:

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