Contract [REVISED] - 25 July 2012

SALES CONTRACT NO.:Date:BetweenXXXXAndXXXXXXXXX.ContentsPage Article 1 Object of the Contract and Scope of Supply 2 Article 2 Language and Unit of Measurement 3 Article 3 Definitions 3 Article 4 Obligations of The Seller 3 Article 5 Obligations of The Buyer 4 Article 6 Delivery 5 Article 7 Insurance 5 Article 8 Packing and Marking 5 Article 9 Quality 6 Article 10 Contract Price and Payment Terms 6 Article 11 Shop Inspection Before Delivery 7Article 12 Installation, Mechanical Test and Performance Test for Acceptance of the Plant7Article 13 Warranty 9 Article 14 Force Majeure 11 Article 15 Taxes and Duties 12 Article 16 Assignment 12 Article 17 Confidentiality 12 Article 18 Conciliation, Arbitration And Contract Laws 13 Article 19 Contract Amendment 14 Article 20 Termination of the Contract 14 Article 21 Contract Documents 15 Article 22 Effectiveness of the Contract 15ContractThe Contract is madeby and signed in Jakarta, Indonesia , on the date of ***, 2012. Between:The Buyer: PT.Ducon Tetrablok IndonesiaAdd.: JI. Utama Modern Industri Blok B No.1 Kawasan Industri Modern Cikande Serang, Banten 42186Telephone:+62-21-95919083Email:************************* Represented by: Marco Brandon DharmajayaAndThe Seller: GREAT CHAMP INTERNATIONAL TRADING LIMITEDAdd.: RM 2104, 21/F, AUSTIN PLAZA,83 AUSTIN ROAD,TSIM SHA TSUI, KOWLOON, HONG KONGTelephone: +86-553-8118079 Fax: +86-553-8118818 Represented by: Yang YangWhereas the buyer is willing to buy and the seller agrees to sell the machines and equipment (hereinafter referred to as “Contract Equipment”) as well as all technical documentation necessary for assembling, erection, installation, test run, normal operation and maintenance of the contract equipment.The Seller and the Buyer have agreed to the terms and conditions as follows:Article 1: Object of the Contract and Scope of Supply1.1 Object of the ContractThe Seller commits to the Buyer complete supply of equipment and technical services for AAC production line with annual output 250,000 m3and panel line ( based on size: 5mX1.2mX0.6m ) as per Annext 01. If the annual targeted output of 250,000 m3 is not achieved, Buyer's losses will be subjected to Seller's obligation and responsibility. Seller is obligated to compensate Buyer's losses.Rejects of the product could not be more than 3%.1.2 Scope of supplyThe Seller undertakes to supply:1.2.1 All necessary equipment as specified in Annex 01 along with someaccessories that are not listed in Annex011.2.1.1 Equipment that are not included are specified under EXCLUSIVEsection on Annex 01. Any items that are not listed under EXCLUSIVE section are to be supplied by the Seller, and Buyer has the right to ask for compensation of those unlisted items if missing. For example: All unlisted detailed items such as autoclaves accesories (rails, steam pipes, electronic system, etc) and boiler accesories (steam headers, coal handling system, chimney, etc) are all included even though it is not listed in Annex 01.1.2.2 Engineering & Technical documentation as per Annex 041.2.3 Supervision of installation & start-up as per Annex 051.2.4 Tr aining of the Buyer’s personnel as per Annex 06Article 2: Language and Unit of Measurement2.1 Contract documents, reports, communication and correspondences between twoContractual parties, requirements and work instruction and all other notices shall be made in English. Interface of control panel must be made in English and Indonesian language.2.2 The metric decimal system shall be applied in the execution of the Contract. Article 3: DefinitionsIn the Contract, the following words and expressions shall be defined as follows: 3.1 “Contract” means the agreement signed between the Seller and the Buyerincluding all annexes, drawings and technical documents.3.2 “Equipment” means machines, equipment, technical facilities supplied by theSeller as stipulated in the Annexes (includes both Suremaker and Sub-suppliersitems).3.3 “Goods” means all equipment, documentation of design, engineering andinstructions in installation, operation and maintenance (include both Suremakerand Sub-suppliers items).3.4 “Plant” means AAC production factory to be constructed at Buyer’s site, -------------, Indonesia.3.5 “Inspection” means the equipment inspection before or after shipment carriedout by the representatives nominated and approved by the Buyer and the Seller.3.6 “Time Schedule” means the project implementation schedule agreed by bothparties.Article 4: Obligations of the SellerThe Seller undertakes to fulfil the obligations as follows:4.1 To supply the goods, equipment, extra spare-parts as per the contract.4.2 To establish the time schedule (refer to Annex 03) immediately after thecontract comes into force.4.3 To supply accurate documentation, technical drawings, layout, foundationdrawings according to the time schedule. The Seller is responsible for thecorrectness of the data and documents. Initial drawings will be given to Buyerno later than ten (10) days after down-payment has been recieved by the Seller.Proof of receipt will be provided by Seller.4.4 To supervise the installation and start-up work.4.5 To undertake technical training of Buyer’s personnel.4.6 To repair and/ or replace part, component, or equipment without any additionalcost, which are damaged or missing due to the Seller’s fault.4.7 To dispatch special tools and accessories together with the concernedequipment as stipulated in 4.6 of the contract, if any.4.8 To give advance notice to Buyer if any necessary equipment, materials andmanpower is required for the installion work.4.9 To cater Seller's choice of colors for the equipment.Article 5: Obligations of the BuyerThe Buyer undertakes to fulfill the obligations as follows:5.1 To provide the Seller with basic and necessary data and documents related tothe plant for the Seller’s designing and engineering. The Buyer is responsible for the correctness of the data and documents.5.2 To carry out all the import procedures, necessary permission and approvalsfrom its government for implementing the contract.5.3 To arrange the necessary equipment, materials and manpower required for theinstallation work.5.4 To prevent the tools, the Goods, materials and the finished works at the projectsite from thieving, destroying and any kind of losses throughout the execution of the project.5.5 To provide the labour force to fulfil the necessary work. If the labour force is notsatisfactory to the Seller, both parties shall discuss to solve the problem.5.6 To carry out the customs clearance in its country and local transport & unload(refer to Annex 07) of all contracted equipment and materials from the arrival port.5.7 To assist the Seller’s experts to carry out necessary entry procedures to itscountry, such as entry visa and work permission etc.To offer the Seller’s expert(s) for the working and living conditions (refer to Annex 05)5.8 To assist the Seller’s experts, in case of illness and accident, access to medicalfacilities and treatment at the Buyer’s account.5.9 To provide the Seller enough English interpreters for the supervision works atsite.5.10 To provide constant and enough raw materials for the trial and performance testof the plant.5.11 To provide necessary storage facilities, temporary office, communicationfacilities for Seller’s expert during installation & commissioning.Article 6: Delivery6.1 The delivery shall be made in accordance with the time schedule after theContract comes into force. Goods will be delivered on CIF base in conformitywith INCOTERMS2000.6.2 The date of Bill of Lading shall be considered as the delivery date of the Goods.6.3 No later than 3 months from the signing of this contract all the goods are to beshipped unless both parties have come to a prior agreement.6.4 In the case whereby the Buyer is not ready to receive any shipped Goods dueto project delay, storage fee of USD 100 per day will be charged on Buyer'saccount after 6 months from the signin of this contract.Article 7: Insurance7.1 The Seller shall be responsible for the insurance from the seller’s workshop orsub-supplier's workshop to the Buyer's project site.Article 8: Packing and Marking8.1 The Goods shall be delivered in standard seaworthy packing. The packingshould be qualified enough to provent from any damage and corrosion duringtransportation by sea and on road as well as long storage conditions.8.2 The packing shall be suitable for loading by crane, auto cars, trucks and manualway, if necessary, by weight and volume.8.3 Before packing, the appropriate anti-rust and protective measures of the Goods,such as grease, coating oil, oil paper wrapping or polyethylene film wrapping,should be taken to protect the Goods from damage or corrosion during longtransportation and storage at site.8.4 A Detailed Packing List indicating the Contract number, specification of items,gross and net weight in a waterproof envelope shall be put inside each package.8.5 The Seller shall be responsible for any damage, corrosion or breakage of theGoods, which is caused by initially poor packing.8.6 Tubes, pipes and sectional steel or similar materials due to internationalpractices could be delivered without packing, but shall be packed in bundletightly according to the size suitable for transportation and transshipment.8.7 The marking should be clearly made in indelible paint, and not less than five (5)centimeters, unless restricted by the size conspicuously mark on the side of thepackage appropriate international marks according to different characteristics and the requirement for transportation, loading and unloading of the Goods.Article 9: Quality9.1 All Goods supplied by Suremaker and Sub-suppliers shall be brand-new, freefrom defects and imperfections. All Goods must be manufactured according to the latest applicable standards or equivalent applicable standard and specification established and approved by the authorities where the equipment is manufactured. Any signs stating it is otherwise, Buyer has the rights to request Seller to remanufacture all the Goods.9.2 The equipment materials, workmanship and assembly supplied by Suremakerand Sub-suppliers must be of the high quality. Any signs stating it is otherwise, Buyer has the rights to request Seller to remanufacture all the Goods.9.3 All Goods supplied by Suremaker and Sub-suppliers need to be manufacturedaccording to the suitability of Indonesia working condition such as the hot weather and other factors.Article 10: Contract Price and Payment Terms10.1 Total Contract price:Total contract price is a lump sum equivalent to USD(Say: U.S Dollar)based on the exchange rate of 1:6.28between USD and CNY.During the excution of the Contract, if CNY appreciated over 0.5 percent and the shipment of Goods is delayed due to Buyer’s reasons, the loss value caused by the fluctuation of the exchange rate should be compensated by the Buyer.10.2 Payment terms:10.2.1 30% of the total contract value, U.S.Dollar (Say. U.S.D) shall be paid by bankwire transfer within fifteen (15) days from the date of signature of this contract,SWIFT to the Seller’s bank account as second advance payment.10.2.2 70%of the total contract value, U.S.Dollar (Say. U.S.D) shall be paid by atsight irrevocable letter of credit within ninty (90) days from the date of signatureof this contract or before the first shipment.Of which, 65% of the Contract Value from the at sight irrevocable letter ofcredit shall be paid at sight against the presentation of the following shippingdocuments:(a) 3 original copies of the Bill of Lading;(b) Packing list relevant to the shipped goods.(c) Orginal certificate issued by Chamber of Commerce.(d) Certificate of quality & quantity issued by the manufacturer.10.2.3 Seller shall provide the Buyer performance guarantee issued by reputablebank. Equally 5% total contract value shall be valid from the date of firstshipment to the date Acceptance of certificate signed by both parties. (1original). The maximum tenor of this guarantee is twelve (12) months.10.2.4 5% of the total contract value, U.S.Dollar (Say. U.S.D ) shall be paid against:- Acceptance of certificate signed by both parties.- Warranty bond: the Seller shall provide the Buyer warranty bond issued by reputable bank. Warranty bond equally 10% total contract value shall bevalid for 12 months from the date of Inspection certificate. (1 original)10.2.5 The letter of credit has to be clearly indicated-- Partial shipment allowed.-- Transhipment allowed.10.3 BeneficiaryBank Name: BANK OF CHINA (HONG KONG) LIMITEDAdd: 11/F, BANK OF CHINA CENTRE, OLYMPIAN CITY, 11 HOI FAI ROAD, WEST KOWLOON, HONG KONGBeneficiary: GREAT CHAMP INTERNATIONAL TRADING LIMITEDSwift code: BKCHHKHHA/C NO.: 012-581-9-207715-2(USD)Article 11. Shop Inspection before Delivery11.1 The Buyer will send his representatives to attend shop Inspection at the Seller’sfactory.11.2. All expenses of Buyer’s representatives related to the shop Inspection will beborne by the Buyer.11.3 Buyer’s representatives are allowed at any time during working hours to inspectthe Goods under the Contract.11.4 Acceptance or waiving of inspection shall not release the Seller from guaranteeof quality specified in the Contract.Article 12. Installation, Mechanical Test and Performance Test for Acceptance of the Plant12.1 Installation12.1.1 Before installation, packages shall be opened for checking with the presence ofthe Buyer’s and the Seller’s representatives. In case of componentsmentioned in the packing lists are found missing or damaged, a report signedby the Buyer’s and the Seller’s representatives shall be prepared, also givinga detailed description of the packing during checking.12.1.2 In case of missing and/ or damaged components caused by the Buyer, theBuyer and the Seller shall make an agreement on the condition of delivery orreplacement(s) and the terms of payment thereof.12.1.3 The Buyer undertakes to provide all facilities, manpower and whatsoevernecessary to carry out the installation of machinery and equipment.12.1.4 The installation of all Goods will be carried out by the Buyer, under thesupervision and technical instruction of the Seller’s technical personnel inaccordance with the construction design, drawings, specifications andinstruction manuals supplied by the Seller and/or given by the Seller'spersonnel. The two side representatives should review the Time Schedulefor all installation work as well as mechanical tests and performance test ofthe complete plant.12.2 Mechanical and Performance test12.2.1 Mechanical testAfter completion of installation, the Seller will fix the date of mechanical test and notifies the Buyer 3 days prior to that date.During the period of mechanical test, each machine or group of machines which functionally connected one to the other will be tested without raw materials in order to control the mechanical operation.The time required for the mechanical test refers to Time Schedule in Annex 03.12.2.2 Performance testThe Buyer shall make arrangement to provide sufficient quantities of raw materials in order to affect the trial production and performance test of acceptance of the plant.At the end of the completion of the mechanical test, the Seller will fix the date for trial production and inform the Buyer with a prior notice of 3 days. The time required for the mechanical test refers to Time Schedule in Annex 03.At the end of trial production, the Seller will fix the date for performance test and notifies the Buyer 3 days prior to that day. The time required for the performance test refers to the Time Schedule in Annex 03.The Buyer and the Seller shall nominate a test committee composed of two persons for each party. The test committee will report the functioning data of the plant during the performance test.After the perfomance test, if the contractual machines and equipment reach parameters and stable as specifiied in the contract and on the same conditions for the period 72 continous working hours, then both parties should sign the project Acceptance Certificate.Should the parameters do not comply with the contract requirement, the Seller can repeat the related operations within 07 days on the same conditions as above mentioned. After 72 continous working hours from the successful completion of the performance test, the Buyer and the Seller will sign the project Acceptance Certificate.Article 13. Warranty13.1 The mechanical warranty period for the contractual equipment shall be twelve(12) months from the date of Acceptance of the contractual plant, but it will notexceed eighteen (18) months from the date of the first shipment. The electrical components and wearing parts are exceptional to the warranty.During this period, the Seller undertakes to supply the new equipment or components at its cost for reparation and replacement of damaged parts and/or machines due to the fault in design and/or manufacturing.13.2 The Buyer must promptly inform the Seller in written form of any possibleproblems arising from this warranty. After receiving notice of such problems from the Buyer, immediately the Seller has to send experts, necessary materials and equipment to carry out the repair and replacement at his own expenses.The Buyer is responsible to assisit the Seller’s experts for visa issuance and customs clearance etc.13.3 If the Seller fails to send his experts and/or necessary materials and equipmentfor the reparation and replacement, then the Buyer himself has the right to carry out such reparation and replacement. In this case, all possible expenses and risks will be borne by the Seller.Article 14. Force Majeure14.1 All occurrences and circumstances which happen after the Contract comes intoforce due to unforeseen and unavoidable facts of an extra ordinary character beyond the will and control of the Contracting parties hereto, and with directly affect the fulfillment of the whole and/or part of the Contractual obligations are to be considered as cases of force majeure.14.2 The party claiming relief from performance of his obligations under the Contractdue to force majeure shall be excused as a result thereof from liquidated damages or other responsibility and / or liability of any kind whatsoever arising from delay caused by such force majeure. The time for performance of the said obligations shall automatically be extended by a period caused by the forcemajeure, provided all formalities as specified there under shall be strictly complied with.14.2.1 The party claiming relief from performance of the obligations under the Contractdue to force majeure shall inform the other party thereof by fax immediately but not more than twenty (20) days after the commencement of such force majeure and termination thereof and confirm it within seven (7) days of the date of such fax by registered air-mail letter.14.2.2 The said information must contain proof of the occurrence, nature of suchcircumstances and their commencement and termination date and consequences. Such information shall be confirmed as soon as possible by a certificate issued by the National Chamber of Commerce or the authorized office of the country concerned verifying the existence, duration correctness of the notified circumstances.14.3 If the case of force majeure should last more than three (3) consecutive months,both Contractual parties shall, during the 4th month, confer with one another and decide the steps to be taken in order to prevent delays. If, in such case no mutual understanding is reached or if force majeure continues more than five (5) months counted from its beginning, the party against whom force majeuce has been invoked has the right to terminate the Contract totally or partially by registered letter without further formalities and without compensation of damages to the other party caused by this termination. In such case, Article 20 shall be applied and Arbitration shall settle upon the liquidation of the Contractual relations, if a mutual agreement thereof is not reached.Article 15. Taxes and Duties15.1 All taxes and duties including government tax on services, import tax, incometax, and so on, incurred in the Buyer’s country during t he implementation of this contract shall be borne by the Buyer.15.2 When the Seller intends to bring all necessary instruments, materials andequipment into the buyer’s country for the contract implementation, they must notify the Buyer and be accepted in advance by the Buyer so that the Buyer can arrange the customs formalities for temporary importation.15.3 All taxes and duties including government tax on services, export tax, incometax, and so on, incurred in the Seller’s country during t he implementation of this contract shall be borne by the Seller.Article 16. AssignmentThis Contract shall not be assigned except otherwise agreed in writing between the parties and in case of assignment without such prior agreement, the concerned party may refuse to carry out the Contract with either the assignee or assignor or both; and all the rights of action shall be reserved to and remain with this party.Article 17. Confidentiality17.1 Since the price of this contract is with special discount, in favor of the Buyer,therefore, the Buyer is engaged to keep it as top security and confidentiality, without disclosure to any other third party.17.2 The Seller retains the ownership of studies, drawings, models and anydocuments issued and communicated to the Buyer. Such information and documents may be used exclusively for execution of the contract by the Buyer and shall be treated as confidential and shall not be distributed, published or generally communicated to any third parties without prior permission in writing by the Seller.The Seller shall also retain the exclusive ownership of the studies performed by its representatives or subcontractors for execution of the contract.17.3 The Seller and his experts shall keep in secret all drawings, data, informationand documents (including the content of the contract) connected with this object to any third party. However, the authorities and banks concerned shall not be considered as third party.Article 18. Conciliation and Arbitration18.1 ConciliationIf any question, dispute or difference arise between the parties at any timeduring the validity of this contract, either party shall reasonably and practicablygive the other party a notice of the existence of such question, dispute ordifference in writing, specifying its nature and point at issue. The parties shall tryto settle such matter amicably first.18.2 ArbitrationThe parties commit themselves to seek amicable solutions to all disputesarising in connection with the interpretation or execution of this contract. If anamicable solution cannot be found within one month from the date of the claimof one of the parties, it is agreed that an arbitration has to be applied. In suchcase, three arbitrators be appointed in accordance with the Rules of Conciliationand Arbitration of the International Chamber of Commerce (ICC). Arbitrationshall take place in Singapore, in English language and all arbitration awardsshall be final and ending for both parties. The laws governing the arbitrationshall be governored Singaporean law.The cost of arbitration shall be borne by the lost party.Article 19. Contract amendment19.1 Contract amendmentIf any change or modification causes an increase or decrease in the cost of, orthe time required for the Seller’s performance of any part of the work under theContract, the Contract price and / or delivery schedule of the Contract shall beamended accordingly.19.2 Subject to clause 19.1, no variation or modification of the terms of the Contractshall be made except by writting amendment signed by the parties.Article 20. Termination of the Cotract20.1 The Buyer may send a written notice of default to the Seller, suspend and /orterminate the Contract in whole or in part if the Seller (except in case of ForceMajeure) is in serious breach of Contract and if the Seller fails to remedy suchdefault within 45 days after receiving such written notice from the Buyer. In suchcase, all the payment made by the Buyer to the Seller shall be totally refunded.20.2 In case the Seller becomes bankrupt, the Buyer may at any time terminate theContract by giving written notice to the Seller without compensation to the Seller.20.3 The Seller may terminate this Contract if the Buyer commits serious breach ofits obligations under this Contract and fails to take appropriate steps to settlesuch breach within 45 days after receiving written notice from the Seller.20.4 Either party has the right to terminate the Contract if the other party fails to carryout the contract according to the timing schedule signed by both parties withoutprior writing notice to and permission of the other party.Article 21. Contract documentsThe following documents are the integrated parts of this Contract:➢The Contract➢Annexes➢Notifications➢Amendments or supplement in written form signed by the Seller and theBuyer.Article 22. Effectiveness of the Contract22.1 The present Contract will come into force as per the following conditions:➢Contract signed and sealed by both the Seller and the Buyer➢The Buyer made the down payment22.2 This Contract is made in English in two (2) copies with equal validity, one (01)for the Buyer and one (01) for the Seller.SIGNED BY ……………………………………………………….FOR AND ON BEHALF OF THE BUYERSIGNED BY…………………………………………….. FOR AND ON BEHALF OF THE SELLERAnnexesAnnex 01 Description of equipment & break down priceAnnex 02 General LayoutAnnex 03 Overall time scheduleAnnex 04 Plant design & Technical documentationAnnex 05 Technical service and conditions for Seller’s expertAnnex 06 Technical training of Buyer’s personnelAnnex 07 Unloading & storage instruction。