Clause 1:
The Buyer shall pay a down payment in the amount of 20 % of the purchase price via a bank transfer
against a Seller´s pro-forma invoice and an irrevocable Performance Bond issued by the Seller´s Bank
(……………..). Such invoice shall be issued not earlier than on the day when the Contract entered into force,
and shall be payable within 30 days from the date of the receipt of the original of the pro-forma invoice and
the original of the Performance Bond.
The Performance Bond shall entitle the Buyer to be paid the amount equal to the paid down payment
amount in case the Seller fails to fulfil its contractual obligation to deliver above-mentioned goods duly,
including delivery of all documentation in Czech, on time, and in strict conformity with this contract. The
only condition regarding the payment from the Performance Bond shall be a Buyer’s written declaration to
the issuing Bank that the Seller failed to deliver the goods according to terms stipulated in this contract.
The Performance Bond shall be valid till September 9th, 2011.
Clause 2:
30 % of the purchase price will be paid by the Buyer by Irrevocable Letter of Credit opened no later than 30
days before the agreed handover of the goods (December 15Th 2011), on an approved bank by EUROTECH.
The payment shall proceed based upon the original of the invoice (maturity 21 days) and written Handover
protocol stating that
MPU-400 as well as the related documentation was delivered in strict conformity with the contract
The MPU-400 as well as the related documentation were delivered complete and without any
defaults.
The Handover Protocol must be issued and signed by the Contracting Parties no later than January 15tt
2012. The Irrevocable Letter of Credit will be valid till January 31st 2012.
Clause 3:
1. The Seller warrants to the Buyer that the goods shall function fully, perfectly and without any problems
(“Defects”) under normal uses and services, which include frequent transports from well to well, for a
warranty period which is 12 months from the date of delivery.
2. Warranty Claims by the Buyer must be submitted to the Seller in writing within the warranty period. In
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such a notice, the Buyer is obliged to specify the detected defect, to state what claim out of the defect
the Buyer enforces. In case of defects removal or goods exchange, the Buyer shall state in the notice in
what time period he requires to remove the defect.
3. Contracting Parties undertake to issue a record about every defect. The record shall contain
information on how the defect occurred, its extent, consequences and results, the way and date of its
removal.
4. The Seller is obliged to remove defects within the stated period and at his own expenses. Should the
Seller fail to fulfil this obligation, the Buyer is entitled to remove the defaults himself at the Seller´s
expenses, while the Seller´s responsibility for the caused loss shall not be affected. In such a case, the
Buyer may claim the recovery of necessary expenses for removal of the defects.
Clause 4:
The full and unencumbered ownership to the Material and Equipment shall be transferred onto the
Purchaser after the Handover, i.e. in the moment when the Handover Certificate is signed by authorised
representatives of both Parties.
Clause 5:
Vis mayor shall be deemed to mean circumstances, conditions or unforeseen events outside the control of
either party that may render impossible or impossible for the time being either party’s fulfilment of his
duties and obligations under this Contract of Sale and shall include but not necessarily be limited to war
(whether declared or not), hostilities, acts of God, official strike declared by a trade union on a national
level, governmental request, guidance, order or regulation or law or change or amendment thereof,
boycott of import and/or export and, trade sanctions or other barriers imposed by any country or group of
countries. The default of the subcontractors and weather conditions shall not be considered to be a Force
Majeure event.
Clause 6:
If any dispute or difference shall arise between the Purchaser and the Vendor on any matter in connection
with or arising out of this Contract of Sale, then the Purchaser and the Vendor may give a notice of such
dispute to the other party stating that such notice is made pursuant to this Article, in which case the parties
shall attempt for the next twenty days to settle such dispute amicably between one other.
Clause 7
The present contract shall be governed in accordance with the United Nations Convention on the Contracts
for the International Sale of Goods, Vienna, April 11, 1980 and for any issue not ruled by said Convention
the Italian laws shall apply.
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Clause 8
Any dispute or difference which has not been amicably settled within twenty days after the date on which
such notice has been given shall be finally settled in binding arbitration under the Rules of Arbitration and
Conciliation of the International Arbitral Centre of the Austrian Federal Economic Chamber in Vienna
(Vienna Rules) by one or more arbitrators appointed under such Rules.
Clause 9
In the event that either the Vendor or the Purchaser materially and substantially fails to comply with his
fundamental obligations under this Contract of Sale for which remedy is not provided therein then the
other party shall after having given thirty days´ notice in writing have the right to terminate this Contract of
Sale, without any liability and penalty and without prejudice to any other rights or entitlements that party
may have under this Contract of Sale or at law.
Clause 10
The Vendor shall complete the DAP (Incoterms® 2010 ICC) of the Material and Equipment mentioned above
in Kopřivnice (Czech Republic) within 31 weeks from Contract signature by both Parties and from the
receipt of down payment and shall comply with the times and duration of other duties and obligations as
may be required herein.
Clause 11
Without subject to the other provisions of this Contract, if Contractor fails to commence with performance
of services for whatever reason, on the day stipulated in valid work order, the Company is obliged to a
penalty for delay at the rate of EUR 1000 per each commenced day of delay. Penalty shall not exceed in
total EUR 20.000.
Clause 12
The Company is entitled to assign the Contract or any part of it or any benefit or interest in or under it to
any Affiliate of the Company. In addition the Company may make any such assignment to any other third
party or Co-Venture but only with the prior agreement of the Contractor which shall not unreasonably be
withheld or delayed.
Clause 13
The Contractor shall at no time without the prior agreement of the Company either:
(a) make any publicity releases or announcements concerning the subject matter of the Contract; or
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(b) except as may be necessary to enable the Contractor to perform its obligations under the Contract, use,
reproduce, copy, disclose to, place at the disposal of or use on behalf of any third party or enable any third
party to use, peruse or copy any information including but not limited to drawings, data, and computer
software which:
(i) is provided to the Contractor by or on behalf of the Company, the Co-Ventures or its or their Affiliates in
or in relation to the Contract; or
(ii) vest in the Company in accordance with the Contract; or
(iii) the Contractor prepares solely in connection with the Work.
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