LONG-TERM SUPPLY AGREEMENT
THIS AGREEMENT (this "Agreement") is made and executed in Wuxi, Jiangsu Province
on the 5th day of December, 2006 by and between:
Party A: Wuxi Seamless Oil Pipes Company Limited
Address: ▇▇. ▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇, New and Hi-tech Industry Development Zone, Wuxi
Postal code: 214028
Telephone: ▇▇▇▇-▇▇▇▇▇▇▇-▇▇▇▇
Fax: ▇▇▇▇-▇▇▇▇▇▇▇
Party B: Wuxi Xuefeng Steel Co., Ltd.
Address:
Postal code:
Telephone:
Fax:
Whereas:
1. Party B produces oil pipe billets (hereinafter referred to as the
"Product") and intends to supply the Product to Party A long term;
2. Party A intends to purchase the Product produced by Party B long term.
NOW, THEREFORE, in accordance with Contract Law of the People's Republic of
China, after friendly consultation in all aspects, the Parties hereby agree as
follows:
ARTICLE 1 SUPPLY AND PURCHASE
During the effective term of the Agreement, Party B agrees to supply, and Party
A agrees to purchase, the Product produced by Party B.
ARTICLE 2 SUPPLY VOLUME
2.1. During the effective term of the Agreement, Party B agrees to supply Party
A with 300,000-600,000 tonnes of the Product each year, but Party A has no
obligation to purchase at least such supply volume of the Product from
Party B each year.
2.2 Party B undertakes that they shall supply the Product to Party A as a
priority to meet the demands of Party A.
ARTICLE 3 PRICE
3.1 Both parties agree that the Product price shall be slightly lower than the
market
price and the price shall be determined after negotiation between both
Parties.
3.2 Party A shall have the right to negotiate the Product price with Party B
for adjustment every year, every half year or every quarter.
ARTICLE 4 PURCHASE ORDER
Party A shall purchase the Products from Party B in the form of purchase orders,
which shall specify the Product name, type, size, quantity, technical standard,
delivery period, unit price, total price and payment term, etc. After execution
by authorized representatives from both Parties, such orders shall constitute an
integral part of this Agreement.
ARTICLE 5 CALCULATION METHOD OF PRODUCT
Both parties agree that the Product weight shall be calculated based on the
theoretical weight by gauges.
ARTICLE 6 FORCE MAJEURE
In case one or both Parties cannot perform the duties provided herein on account
of force majeure, the Party (or Parties) in contingency shall inform the other
Party (or each other) of the situation immediately and may, provided the
situation is duly certified by the competent authorities, delay in performance
of, or partially perform or not perform the relevant obligations hereunder and
shall be partially or entirely exempted from liability for breaching this
Agreement.
ARTICLE 7 TERM OF AGREEMENT
The Agreement shall have a 5-year term commencing on January 1st, 2007 and shall
be renewable by mutual negotiation of both parties after the expiry.
ARTICLE 8 MODIFICATION OR SUPPLEMENT
This Agreement shall not be modified or supplemented without the mutual
agreement and written approval of both parties; any modified and supplemented
agreement shall constitute part of this Agreement and shall be of equal force in
law.
ARTICLE 9 AGREEMENT INTEGRATION
The Agreement herein contains the entire agreement and understanding between the
parties with respect to the subject matter hereof and supersedes all prior
agreements and understandings about such matters.
ARTICLE 10 APPLICABLE LAWS
The execution, effectiveness, interpretation, performance and termination of
this Agreement or other matters in respect to this Agreement shall be governed
by the laws of the People's Republic of China.
ARTICLE 11 DISPUTE RESOLUTION
Any disputes arising from or in connection with this Agreement shall be settled
by both
Parties through friendly consultations. If the Parties fail to settle the
disputes through friendly consultations, either Party may bring a lawsuit in the
People's Court directly.
ARTICLE 12 AGREEMENT TEXT
This Agreement is made in two copies, with each Party holding one copy and each
copy having equal force in law.
The Parties hereto have caused this Agreement to be executed by their authorized
representatives on the date first written above.
Party A: Wuxi Seamless Oil Pipes Company Limited
(Seal)
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Authorized Representative: /s/
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Party B: Wuxi Xuefeng Steel Co., Ltd
(Seal)
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Authorized Representative: /s/
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