IMPORT CONTRACT

IMPORT CONTRACT

                                                                                      No: GV-PB-032010
                                                                                      Date: 15th November 2010
Between the parties:
 GEMOPIA VINA CO., LTD (Hereinafter called the Buyer )
Address:  Lot D7/3, Hanoi - Dai Tu Industrial Zone, 386 Nguyen Van Linh Road,

                 Long Bien District, Ha Noi, Vietnam.       
Tel: 844 - 3674xxx           Fax: 844 - 36740xxx
Represented by:  Mr. Jang Jea Ho   - General Director
And:

 P&B JEWELRY COMPANY LIMITED (Hereinafter called the Seller )
Address:  Room 1502, Double Bldg., 22 Stanley St., Central, Hong Kong.

Tel: 86- 532 8676xxxx       Fax: 86- 532 867xxx

Represented by Mr. Kim Young Chul   – President

The two parties have agreed as follows:
Article 1: Objects of contract
Buyer agrees to purchase and the Seller agrees to sell the machinery, equipment and others with the price is specified in Annex 01 and the conditions specified in Article 2 or other provisions in the other terms of this contract.
 (All the way quality and detail description is in Annex 01 attached hereto as an essential part of this agreement).
Article 2: Responsibilities of the Seller
The Seller as have thorough knowledge and experience in manufacturing and trading equipment and production lines for the jewelry commits to providing:
2.1 / All equipments are sent as description in Annex 1 of this agreement.
2.2 / All the necessary documents when the Buyer demands. All the above documents will have the property of the Buyer.
2.3 / The responsibilities of the Seller is still valid until expiry warranty.
Article 3: Responsibilities of the Buyer
3.1 / Buyer will  remove and implement  the test equipment and machines do the selling of the contract at the installation location with presence of the representatives selling
3.2 / Buyer will provide the tools and the usual conditions for satisfaction necessary for installation, test, operate equipment and machines in this agreement.
3.3 / The installation of equipment on this machine will perform the buyer, in compliance with the guidelines of the sale and as stipulated in the technical documents provided by Seller
Article 4: Delivery, delivery notification
4.1 / Seller will send to the buyer  the necessary such as in Article 2 of this agreement.
4.2 /   Immediately 02 days after ship departure, the sale will notify buyer by email the details of the delivery way, including: Packing List, Invoice, Bill of Lading.

4.3 / The goods can be part and transport ( transship ).
-  From: Shenzhen, China

-  To: Hai Phong, Vietnam

- The delivery term: Any term in incoterms 2000 depending on each detail shipment.

- Mode of transport : by ocean

The Seller can request the Buyer to receive goods from the supplier follows:

   +/    SHENZHEN BAOTAI JEWELRY EQUIPMENT CO.,

     2F 71Beili Rd.N .Luohu District Shenzhen PRC 

 

 Article 5: Packaging and Symbols
5.1 / Goods as described in Annex 01 shall be packed according to the export standards. Before the goods to be put in the packing, all the metal equipment and metal parts  must be wrapped carefully by the stable oilpaper- impervious to water to protect them of the corrosion or damage during the transport period.
5.2 / In case the goods are lost, damaged, broken or rusted, corroded due to bad packaging, the responsibility will be at the seller.

6. Price and payment method

6.1/ The price quoted in is defined in annex 01 of this contract

6.2/ P&B Jewelry company limited and Jemopia vina co., Ltd  agreed that the total value of this contract  38,400 USD  are  fixe assets investment of P&B Company  for the project at Jemopia vina co., Ltd. Jemopia vina co., Ltd will not pay

7. Installation and pilot operation

7.1/ The goods in the package will be unloaded at the buyer's warehouse with the presence of the seller's representative.

7.2/ The buyer will install the goods under the instruction of the seller.

* If the full installation is delayed due to loss or damage due to seller's fault, the delay time will be recorded and two parties will decide how to compensate to any loss that the buyer suffered due to the delay.

7.3/ After the installation, the buyer will make a pilot operation, non-load and full load, in continuous 4h and 8h. The test will be repeat in 3 days with the same method specified in technical documents.

7.4/ Warranted capacity will be tested in the pilot operation. If the capacity is not as expected in the annex 1 due to manufacturer's or seller's fault, the seller will compensate at his own responsibility or supplement to any shortage or replace any damaged found.

7.5/ If the expected capacity is attained in the test, the seller is assumed to fullfill all his obligations in the contract except for the warranty period.

8. Warranty Period

8.1/ All equipments', spareparts' and replacements' warranty period is 12 months since the date of successful test.

8.2/ In the warranty period, if any errors found, the buyer must inform the seller in a timely manner of the detailed errors relating to the manufacturer's and seller's responsibility. The seller must replace or repair the broken goods within 15 days since receiving the buyer's information via telex/fax.

*) If the seller delay his warranty reponsibility, he must pay for any damage caused by his delay. The compensation will be decided by the two parties.

9. Force-majeure

9.1/ The buyer and the seller are not bound to their obligations if the contract cannot be executed due to force majeures including but not limited to war, large strike, import quotas, fire, disasters.

9.2/ A certificate issued by an authorised organisation or a commercial chamber in buyer's or seller's country will be the accepted evidence in this case.

9.3/ If the force majeure happens, the suffered party must promply inform the other party within 10 days since force-majeure. If force majeure event is officially proved to last continuously for 2 months, the contract will be invalid without any complaints, unless two parties agree on other terms.

10. Settlement of disputes

Any disputes arising from this contract will be friendly solved between two parties.

11. Other terms

Any amendments or alternations of this contract will be made in writing (including telex/fax) and agreed by both parties. These amendments and alternations are parts of the contract.

This contract is made in 4 copies. The Buyer keep two and the Seller keep the rest.

        The Buyer                                                              The Seller