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Supplier Agreement

Made in Barcelona (Catalonia), December .

Between

XIN SUN LTD, a People’s Republic of China company, with main office at Shenzhen, represented by its Director, Mr Huen Chia Liu

TRADING CAT LTD a Hong Kong company, with main office at [•], represented by its manager, Mr [•]

BAGUENA SA, a Catalan company, with premises and office at [•],represented by its manager, Mr [•].

State

  1. XIN SUN manufactures metal parts and components.
  2. BAGUENA has engineered, and owns the sole right to manufacture and sell, slewing drives according to models, designs and specifications attached as annex 1 and others than could be engineered (the Products).
  3. BAGUENA has granted to TRADING CAT a temporary and non exclusive, right to sell the Product worldwide.

Agreements

1. Object

SIN SUN will manufacture and sell Products to BAGUENA and TRADING CAT according with quality and technical specifications of annex 1 and others provided, from time to time by BAGUENA.

2. Price

Product’s selling prices are listed in annex 2. Prices will be reviewed yearly only according to variations of labour and raw materials.

3. Payment

The orders will be paid, by transfer to SIN SUN bank account 1234-4567-890-1234-5678], as follows:

4. Orders

Orders will be passed, either by aa or aa, in writing indicating quantity of Products and applicable price.

5. Delivery

Delivery will be ex works at SIN SUN facilities of Shenzhen (PRC), and shall be made no later than 30 days after each order has been passed.

6. Techinal Assistance

SIN SUN will give to aa technical assistance by way of providing technical information and documents in the manufacturing process.

7. Exclusivity

Products cannot be manufactured, distributed or sold to third parties, whether directly or indirectly, without previous written consent of aa or aa.

8. Confidentiality

All the information provided to one party to another under this contract is considered as confidential and shall not be disclosed.

9. Quality

SIN SUN grants that Products will meet technical requirements, specifications and qualities, as defined by BAGUENA, and will grant availability of spare parts during 10 years after delivery, in a reasonable delay. SIN SUN shall replace any defective Product, in a reasonable short delay, at no charge.

10. Duration

The contract lasts five years and shall be extended yearly, unless written notice of termination received three months prior to the end of each yearly extension.

11. Termination

The contract could be terminated according with duration clause (10) or before just in case of breach of the obligations assumed by each party. The party considering that the other has incurred in breach event must notify, in writing, the causes of the breach and will grant a 30 days delay in order to the other party to take the proper actions to remedy the breach. Only after this delay is elapsed, without the appropriate remedy, the contract could be terminated. This conflict prevention mechanism shall not apply to the non payment of invoices. Whatever the termination cause could be, exclusivity (7) and confidentiality (8) clauses will remain in full force indefinitely.

12. Indemnity

The breach of the contract entitles the party not responsible of the breach to claim for damages and losses caused by the breach. aa accepts that obligations assumed under clauses 7 (exclusivity) and 8 (confidentiality) are very important for aa and aa and that, in the event of any breach of these clauses, aa will indemnify not only damages and losses caused, but the double of the gross income or direct or indirect benefit arising from the breach.

13. Governing law

This agreement is constructed and governed under the laws applicable in Catalonia (Europe); in the event of any conflict parties will submit it to Barcelona Courts.