Exhibit (10)(vi)
SALES CONTRACT
Date: December 17th, 1996
The Buyer: Plymouth Rubber Company, Inc.
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
▇.▇.▇.
The Seller: Kleinewefers ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇. ▇▇
D-81539 Munchen
FEDERAL REPUBLIC OF GERMANY
This Contract is made by and between the Buyer and the Seller;
whereby the Buyer agrees to buy and the Seller agrees to sell the
under-mentioned commodity according to the conditions stipulated
as below:
1. Scope of Supplies & Services
1.1 Project Management and Basic Engineering Services as per
Annex 5, paras A and B
1.2 1 (one) Complete High Precision Four Roll Calender Line
dia. 650 x 2200 mm. inverted L-type, for the manufacture
of soft PVC film and sheet as described in detail in the
technical specification as per Annex 1 to this Contract
and including Detail Engineering Services as described in
Annex 5, para C and D of this contract.
1.3 Package of spare and wear parts for initial period of
operation
1.4 Two calender spare rolls
2. Prices
2.1 Total price for scope of supply [**]
according to technical specification
2.2 Allocation for necessary spare and wear [**]
parts
2.3 Calender spare rolls [**]
2.4 Total Contract Price for delivery FOB [**]
Northeast port as per Incoterms 1990
[**] - Confidential portions ommited and filed separately along
with Confidential Treatment Request with the Commission.
3. Packing and Shipping Marks
3.1 Packing
By strong solid seaworthy wooden case suitable for long
distance ocean shipment or as far as possible in
container.
3.2 Shipping Marks
The Seller shall ▇▇▇▇ on each package with fadeless paint
the package number, gross weight, net weight, measurement
and wordings: "KEEP AWAY FROM MOISTURE", "HANDLE WITH CARE",
"THIS SIDE UP", etc.
4. Time of Delivery
4.1 The commodities as per Article 1 will be ready for
delivery FOB Northsea port within 10 months of the date of
effectiveness of this contract.
FOB shipment will be completed when last container has
been shipped. Spare parts and minor non-essential items
Sales Contract
(2)
which Will not hinder or delay progress of work can be
shipped later.
4.2 Ports of shipment are Hamburg or Bremen.
4.3 Part shipments are allowed.
5. Insurance
5.1 Insurance expenses will be covered by the Buyer.
5.2 The transport insurance will be valid for the transport CIF
US port and to warehouse.
6. Terms of Payment
6.1.1 15% of the total contract price as per Article 2.4 will be
paid to the Seller as advance payment within thirty (30)
days after signing of this Contract.
6.1.2 85% of the total contract price as per Article 2.4 will be
paid to the Seller out of an irrevocable Letter of Credit to
be opened at the expense of the Buyer with a first class
bank and to be advised through and confirmed by the ▇▇▇▇▇▇▇▇
▇▇▇▇ ▇▇, ▇-▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇.
6.1.3 The Letter of Credit mentioned above is to be opened with
forty-five (45) days after signing of this Contract.
The validity of the Letter of Credit should cover a period
of at least two (2) months after the appointed acceptance of
the plant as per Article 6.2.3.
6.2 The Letter of Credit mentioned above will be payable to the
Seller as follows:
6.2.1 75% of the total contract price pro rata delivery against
presentation of the relevant shipping documents consisting
of:
- commercial invoices
- packing lists
- certificate of origin
- full set of bills of lading Or
- instead of bills of lading warehouse receipt in case
shipment cannot be effected for reasons not attributable
to the Seller
6.2.2 10% of the total contract price against presentation of a
certificate signed by the Seller and the Buyer confirming
that the calender line was taken over by the Buyer after
successful trial run of the calender line.
6.2.3 The instalment of 10% of the total contract price will be
due for payment to the Seller at the latest six (6) months
after the date of the ▇▇▇▇ of lading or the date of the
relevant warehouse receipt as per Article 6.2.1 in case the
Seller confirms in writing that the trial runs could not be
completed successfully for reasons not attributable to the
Seller.
Sales Contract
(3)
7. Technical Service
7.1 After delivery of the equipment as per Article 1 and receipt
of the Buyer's information, the Seller shall dispatch
engineer(s) to Buyer's factory for guiding machine
installation, trial run and production. Any expenses
incurred from these services shall be borne by the Buyer.
7.2 The required number of supervisors, their qualification as
well as the daily rates, allowances and other conditions
related to their assignment are stipulated in Annex 2 to
this Contract.
7.3 Payment shall be at actual cost against monthly invoices
which are due within thirty (30) days after date of issue.
8 Seller's Warranty
8.1 The Seller warrants that the commodity hereof is made of the
best materials with first class workmanship, brand new and
unused, and complies in all respects with the quality and
specifications stipulated in the contract and any defects or
other faults that have been detected or occurred within the
warranty period shall be the responsibility of the Seller at
his own cost.
8.2 The warranty period will be eighteen (18) months counting
from the date of FOB shipment/date of warehouse receipt or
twelve (12) months from the date of the protocol as per
Article 12 whichever will be earlier.
8.3 As a pecuniary security against the Seller's due performance
of their contractual obligations during the warranty period
the Seller will furnish a bank guarantee in the value of 5%
of the total contract price.
This bank guarantee will be furnished on the date of signing
the acceptance certificate as per Article 12.3 and will be
valid for twelve (12) months. The bank guarantee will be
issued by ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇, ▇-▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇.
8.4 Seller will not be held liable in case of improper or
inadequate treatment or handling of the equipment by the
Buyer.
8.5 Wear and tear parts are excluded from warranty.
9. Force Majeure
9.1 The Seller shall not be held responsible for any delay or
non-delivery of the goods due to force majeure which might
occur. The Seller shall advise the Buyer immediately of the
occurrence mentioned above within fourteen (14) days
thereafter, the Seller shall send by airmail to the Buyer
for their acceptance a certificate of the accident issued by
the competent government authority where the accident
occurred as evidence thereof, under such circumstances, the
Seller, however, is still under the obligation to take all
necessary measures t hasten the delivery of the goods. In
case the accident lasts for more than sixteen (16) weeks,
the Buyer shall have the right to cancel the contract.
Sales Contract
(4)
10. Delay of Delivery
10.1 If due to the responsibility of the Seller the equipment has
not been delivered at the relevant dates according to
Article 4.1, the Seller shall be obliged to pay the Buyer
penalty of 0.5% of the contract price as per Article 2.4 for
every full week of delay, thereby excluding any further
demands. The total amount of penalty shall not exceed 5% of
the contract price.
11. Governing Law and Arbitration
This agreement shall be governed by and construed in
accordance with the laws of the State Massachusetts.
Place of jurisdiction is Norfolk - County / U.S.A.
Arbitration
Any disputes arising hereunder with respect to the
fulfilment or interpretation of any terms or conditions
hereof shall be settled by an amicable effort of the
parties.
Either party may request that any such dispute which is not
amicable settled by such efforts of the parties shall be
submitted to voluntary binding arbitration according to the
Commercial Arbitration Rules of the American Arbitration
Association (AAA). Each party shall appoint one arbitrator
and the third arbitrator, who shall act as Chairman, shall
be appointed by the American Arbitration Association.
The arbitration court shall also decide on the liability for
costs including the reimbursement of reasonable attorney
fees.
The arbitration shall be performed in the English language,
unless otherwise agreed to by the parties.
12. Terms and conditions to be met to issue the certificate of
acceptance
12.1 After completion of the erection of the equipment under the
supervision of the Seller's personnel as per Article 7.1
trial runs will be carried out in the presence of Seller's
personnel to prove the capability of the equipment
stipulated in the technical specification and in accordance
with Annex 4.
12.2 In case during the trial runs the capability of the
equipment was not proven due to mechanical reasons the
Seller is responsible for, the Seller has the right to alter
the equipment accordingly and repeat the trial runs.
12.3 After completion of successful trial runs a certificate of
acceptance will be issued to this effect and will be signed
by both parties.
12.4 In case a successful trial run cannot be carried out six (6)
months after date of ▇▇▇▇ of lading or warehouse receipt for
reasons the Seller is not responsible for, the certificate
of acceptance is to be considered issued upon expiry of the
six (6) months mentioned above.
Sales Contract
(5)
13. Limitation of Seller's's Liability
13.1 Buyer and Seller will not be liable for indirect or
consequential losses or damages such as loss of profit, loss
of production, etc.
14. Scope of Spare and Wear Parts
14.1 Till end of January 1997 the Seller shall submit a list of
recommended spare and wear parts with itemized prices.
14.2 Out of this list, Buyer and Seller shall jointly select the
spare and wear parts for the initial period of operation
(1 1/2 to 2 years) up to the allocated amount as per Art. 2.2.
14.3 These spare and wear parts shall be shipped together with
commodities as per Art. 1.2.
15. General Conditions
15.1 Unless otherwise agreed in this Contract, Seller's General
Conditions of Supply attached to this Contract as Annex 3
shall apply.
16. Coming into Force on Contract
16.1 This contract shall come into force at the date of Seller's
receipt of the down payment as per Article 6.1.1 and
furnishing the L/C as per Article 6.1.2.
17. Secrecy
17.1 Neither party has any right, without the permission of the
other party, to use or disclose any secrecy unless this is
essential for the first party to be able to fulfil his
obligations under the terms of this Agreement or to be able
to operate or maintain the Plant.
17.2 Each party shall take reasonable steps to prevent Secrecy
from becoming known to unauthorised persons or otherwise
being used without permission by empolyees, consultants,
subcontractors or by other persons.
18. Annexes to the Contract
18.1 The following Annexes form integrated part of this Contract:
1 - Technical Specification
2 - Conditions for Supervisory Personnel
3 - General Conditions of Supply
4 - Conditions to be fulfilled for taking over
5 - Scope of Engineering Services
6 - Limitation of Scope of Supply/Exclusions
7 - Time Schedule
8 - Profile monitor/data viewing screen MC 68 K02.K1
for KLEINEWEFERS KUNSTSTOFF- for PLYMOUTH RUBBER COMPANY,INC.
ANLAGEN GMBH
ANNEX 1
TECHNICAL SPECIFICATION
The full text of Annex 1 contains Confidential portions consisting of,
including cover page, table of contents and pages 1 through 51, is
ommited filed separately along with Confidential Treatment Request
with the Commission.
ANNEX 2
Conditions for Supervisory Personnel
The full text of Annex 2 contains Confidential portions consisting of
pages 1 through 3, is ommited filed separately along with Confidential
Treatment Request with the Commission.
ANNEX 3
General Conditions of Supply
The full text of this Exhibit is extensive and filed in hard
copy separately with the Commission in the Company's
Confidential Treatment Request.
ANNEX 4
Conditions to be Fulfilled for Taking Over
The full text of Annex 4 contains Confidential portions consisting of
pages 1 and 2, is ommited filed separately along with Confidential
Treatment Request with the Commission.
ANNEX 5
Scope of Engineering Services
The full text of this Exhibit is extensive and filed in hard
copy separately with the Commission in the Company's
Confidential Treatment Request.
ANNEX 6
Limitation of Scope of Supply/Exclusions
The full text of Annex 6 contains Confidential portions consisting of
page 1, is ommited filed separately along with Confidential
Treatment Request with the Commission.
ANNEX 7
Time Schedule
The full text of this Exhibit is extensive and filed in hard
copy separately with the Commission in the Company's
Confidential Treatment Request.
ANNEX 8
Profile monitor/data viewing screen MC 68 K02.K1
The full text of Annex 8 contains Confidential portions consisting of
pages 1 through 20, is ommited filed separately along with Confidential
Treatment Request with the Commission.