You are on page 1of 5

This Agreement is made between Repall Company Ltd., office address at P.O.

Box 50983,
Jeddah 21533, Saudi Arabia (“Repall”) Tel.: +966 2 6358333 – Fax: +966 2 6358222; and

Euro Stampi s.r.l., Zona Industriale Zipa – Via lgnazio Silone, n 8 60035 Jesi – An – Italy,
Tel.: +39 0731 60918 – Fax: +39 0731 607491, together referred to as the ‘Parties’ and
individually as the “Party”.

Both Parties will be working together to Develop a plastic pallet Design & Mould with a specific
characteristics to be working at Repall’s Factories in Saudi Arabia ("the Purpose"). In connection
with the Purpose it will be necessary for certain confidential information to be exchanged
between the Parties. The Parties agree that the following terms and conditions will apply when
one of the Parties discloses confidential information to the other Party under this Agreement.
The objective is to provide appropriate protection for the information whilst maintaining the
Parties' ability to conduct their respective businesses.

During the second meeting at Euro Stampi s.r.l. facilities were discussed the following
arguments; Development of Plastic Pallet: (dim. cm 130 x 110 x 13), (weight less than 10kg),
3D Design; Repall will inform Euro Stampi s.r.l. about the final article height.

The updated price of the project was established in € 500.000. The final price does not include
material characterization, relevant modifications on article design and on mould design before
starting the mould manufacturing and all items not previously established. If modifications will
be necessary after or during mould manufacturing any possible extra costs will be discussed
between the Companies.
The final price will be updated, with mutual agreement between both parties as previously
informed and for the reasons explained, at the moment of purchase orders of prototype mould
design and final production mould manufacturing.

1. Plastic Material Analysis and Characterization: Repall will send not more than 5 different
material mixes in order to make 5 trial sets; quantity needed: 8 – 10 kg. each mix (50 kg
total). Cost to be updated and communicated at the moment of the Purchase Order – Payment
100% at the Purchase Order
Remark 1: In order to reduce the number of the analyses, we think the most convenient way
to follow will be to determine the minimum elastic module necessary for the above tests. The
value obtained will be compared with the elastic modules of the materials proposed for
molding the part.

The final price will be updated at each phase and includes the following phases:

Phase (A): Article Analysis and Design:

2. Development of 3D project of the article (as per final dimensions that will be informed by
Repall).

Remark 1: Changes and optimizations of the geometry following the indications of the
structural analysis.

1
3. Structural Analysis: Realization of the Finite Element Model from the CAD 3D model -
Materials characteristics, constrains, contacts and loads settings analysis: Dynamic load =
1375 kg – Static load = 2750 kg – Racking load not less than 800 kg. Test conditions: room
temperature - Repeat the analysis with different material characteristics (elastic modulus,
yield stress) to determine the minimum values needed -   Report in digital format. 

Remark: Test will be carried out in accordance with the norm ISO 8611-1:2004.

4. Injection Molding Analysis: Preliminary injection molding analysis in order to verify the
molding feasibility and the most critical areas - Final injection molding analysis for: best
gates location, hot runner system balancing and optimization, injection pressure, clamping
force, final warpage etc.

4.1. If the previous analysis will reach the expected results by Repall, and Repall will decide
not to manufacture the mould with Euro Stampi, the cost will be € 45.000. All tests and
results will be delivered to Repall. Payment terms: 50% with the Analysis and Design
order – balance before the results delivery.

4.2. If the analysis will reach the expected results and Repall will manufacture the mold with
EURO STAMPI S.R.L., the cost will be € 22.500 (article design, structural analysis,
mold flow); this condition is valid only in case Repall will commit EURO STAMPI
S.R.L. to manufacture the mould.

4.3. If analysis of Euro Stampi s.r.l. will not reach the expected results and it is not possible to
go ahead, the price € 22.500; in this case the results will not be delivered to Repall;
EURO STAMPI S.R.L. shall justify in full and detailed report to Repall, why this has
happen and what is needed to be done to achieve that according to the results given.

Remark1: In any case, the 50% down payment will be done with the article design purchase
order.
Remark2: Only after receiving the Purchase Order for the definitive Production Mould, EURO
STAMPI S.R.L. will develop the mould design.

Remark3: The article design and all results obtained during this phase will be delivered to
Repall, except in case above point 4.3. There’s no mould design at this step, the mould design
will begin only after the final article approval,

5. Cost of Phase (A): under above conditions.

5.1.1. € 22.500       with Purchase Order phase A (article 3d + structural analysis +


mould flow).
5.1.2 € 22.500        balance of phase A before results delivery (If the result is positive
and we can proceed with the design).
Total: € 45.000       

Phase (B): Prototype Mould Design:


2
Repall will choose the mould maker that will manufacture the mould prototype. Euro Stampi
s.r.l. declines all responsibilities on the prototype mould manufacturing made by the mould
maker chosen by Repall. The cost of the prototype mould manufacturing is not included on the
present contract.

1. This Prototype Mould Design will reflect the final article design approved by Repall at the
previous phase. The design will be only one; this design will be the same for both moulds:
prototype and definitive. Except some changes and trimming that would be essential after
testing the prototype production and we will be agreed between Repall and Euro Stampi s.r.l.
on each modification when requested.

2. In this design all what is required to be done in diagrams should be submitted to the company
who will make the prototype (such as cooling, electrical and mechanical diagrams so that
they stick to Euro Stampi s.r.l. Design.

3. Euro Stampi s.r.l. will put at Repall’s disposition a person of its own staff to follow
personally this phase. During this period are foreseen 2 trips (maximum 1 week each): one in
Jeddah (technical meeting) and one in China (prototype mould manufacturing checking).
Tickets plane, food & hotel and an interpreter (Italian) will be at Repall’s charge.

4. Once tested the article on the market, Euro Stampi s.r.l. will develop the following Phase C.

5. Cost of Phase (B):


5.1. € 22.500    Paid in Phase A, with the phase A Purchase Order
5.2. € 22.500    Paid in Phase A, before results delivery of phase A
5.3. € 68.250       15% down payment with irrevocable and confirmed Letter of Credit issued
with the mould purchase order, payable at 8 months from mould purchase
order date.
  Total: € 113.250      Total until Prototype Phase

Phase (C): Final Mould Manufacturing:

1. Final mould design that will be submitted to Repall for approval before beginning the
manufacturing.
2. The mould proposed on Euro Stampi s.r.l. quotation follows the usual standards for this
kind of moulds. If different specs or brands, quotation will be updated from the point of
view both technical and economical.
3. Euro Stampi s.r.l. will develop the first mould trial after 18 business weeks from Repall’s
approval for the final mould manufacturing, and to be confirmed at that moment.
4. Mould manufacturing as per final mould design approved.
5. Euro Stampi s.r.l. should make samples before shipping the mould to Repall where
Samples transportation is at Repall’s charge.
6. Mould transportation is at Repall’s charge. If requested by Repall, Euro Stampi s.r.l. on
behalf of Repall, can ask for the mould transportation C&F Jeddah quotation; this
information will be submitted to Repall for approval, invoiced separately and paid by
Repall before picking up the goods.
3
7. Whereas the Phases (B) & (C) will be developed after several months of the issuing of
the present document, the prices will be updated at the moment of the corresponding
purchase order.
8. Settlement of Disputes: In case of disputes and misunderstandings, are to be referred for
Settlement without recourse to the courts of law, to the Court of Arbitration in Ancona,
Italy, in accordance with the Rules of Procedure of the said Court, the awards of which
are final and binding upon both parties.
9. All bank charges connected with the conclusion and execution of the present project are
borne by Euro Stampi s.r.l. in Italy and by Repall in Saudi Arabia.
10. The document herein is valid up to the last rate payment.

11. Cost of Phase (C):

Mould Price:Price for the manufacturing of the mould €500.000, including all mentioned
Phases (A, B, C) and Studies developed.
On the above mentioned price are not included material characterization, relevant
modifications on article design and on mould design before starting the mould manufacturing
and all items not previously established. If modifications will be necessary after or during
mould manufacturing any possible extra costs will be discussed between the Companies.

Remark: the prices and conditions are valid until December 31st., 2013.
Remark: The price of phase B & C will be updated at the moment of mould purchase order as
mentioned above.
Remark: all rations, percentages and calculation are made on the total of €500.000, except
after completions of the whole project and completed all A, B & C phases.
Remark: if the all phases (A, B & C are completed, the price of the total project will be:
€500.000 - €22.500 = €477.500.

Payment Terms:

€ 22.500        with phase A (article 3d + structural analysis + mould flow) purchase order

4
€ 22.500        alance of phase A (if the result is positive and we can proceed with the design),
and before results delivery.

€ 455.000,00 with irrevocable and confirmed Letter of Credit issued with mould purchase order
for payments as follows:

€ 68.250       15% down payment at the mould manufacturing order, payable at


sight at mould manufacturing order date.

€ 68.250 15% down payment, payable at 8 months from mould purchase order
date.

€ 273.000      60% balance at sight against shipping documents (invoice, packing


list bill of lading and certificate of origin)

€ 45,500 10% to be paid 90 days after shipment. Euro Stampi s.r.l. will
guarantee that the proper insulation on Repall premises of the mould
will be done within these 90 days by their proper technicians.

 € 500.000      Grand Total Phase (A, B & C)

Remark: Euro Stampi s.r.l. will put at Repall’s disposition one person of its own staff to follow
installation and testing of the Final Mould on Repall machine at its base in Jeddah Saudi Arabia.
During this period are 1 trips (maximum 1 week); Tickets plane, food & hotel and an interpreter
(Italian), will be at Repall’s charge.
Remark: if the all phases (A, B & C are completed, the price of the total project will be:
€500.000 - €22.500 = €477.500.
The amount € 22.500 will be deduced from the value of the Letter of Credit (on 60% or 10%
installments) of the present contract or through a Credit Note issued by Euro Stampi s.r.l. .

SIGNED on behalf of SIGNED on behalf of

Repall Company Ltd. Euro Stampi S.R.L.

................................................................ ...................................................................

Signature Signature

............................................................... ...................................................................

Name Name

Date Date

You might also like