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CONTRACT NO : 218/TETRA-UPRO/2011 Date: 6/5/2011 Between: LIN HIP SN XUT DCH V XUT NHP KHU (Union of production Services

and Import Export No. 551 Nguyen Hue, Dist. 1 HCMC Cable address: UPROSEREXIM Tel: 84.8.5089990 Fax: 84.8.5089997 Represented by Mr. Nguyen Duc Hoa Director Hereinafter referred to as the Buyer. And: BMW AUTOMOBILES -Address: -Tel: 45-89-393939 Fax: 45-86-292200 Represented by Mr. Niels Nordesgaard Director Hereinafter reffered to as the Seller and the Manufacturer. It has been mutually agreed by both parties, that the Seller agrees to sell and the Buyer agrees to buy the following equipment according to the terms and conditions hereunder stipulated: ARTICLE 1: COMMODITY BMW 740i car, silver, made in Germany, 2007 ARTICLE 2: QUANTITY: 200 cars ARTICLE 3: QUALITY:

The quality of the Goods is as per the Technical Documents agreed by the Buyer. ARTICLE 4: PRICE:

Unit price: 100,000 USD/car Total: 100,000 USD x 200 cars = 20,000,000 USD (Saying: United States Dollar Twenty Billions only)

condition.

The price is understood CIP Ho Chi Minh port, Vietnam (Incoterms

2000). The insurance shall be covered 110% of contracts value on All risk

ARTICLE 5: DELIVERY:
-

Time of delivery: in December 2011 Loading port: Hamburg, Gremany Unloading port: Sai Gon port, Ho Chi Minh, Vietnam Delivery is to be made in one shipment, transhipment is not allowed. The Buyer must receive the goods by 31 December, 2011 Instruction for delivery: + 1st notice: 20 days prior to the estimated delivery time. Notice is faxed to the Buyer with the information of commodity, quantity, quality and specification, packing marking, Vessel including: the name of the Vessel, the nationality, the flag of the Vessel, ETA + 2nd notice: after shipment, the Seller sends a fax to the Buyer with the information of the delivery of the commodity, quantity, quality and specification, packing, marking, the name of vessel, flag, no of B/L, ETD, ETA.

Stale B/L is acceptable

ARTICLE 6: PAYMENT

By D/A base-telegraphic reimbursement within 6(six) after receipt of shipping documents from Deutsche Bank AG, Germany. Reimbursement of 100% contract value is to be transferred to the Sellers account no.: 012276598 at Deutsche Bank AG, Germany. Buyers bank: Eximbank, Ho Chi Minh city, Viet Nam. Address: 7 Le Thi Hong Gam St, Dist. 1, HCMC Tel: (84-8) 3821 0055 Fax: (84-8) 3829 6063

Following documents must be presented to:

Commercial Invoice issued by the Seller in Triplicate Packing List issued by the Manufacturer in Triplicate Certificate of quality and quantity issued by the Manufacturer in
Triplicate

Insurance Policy for 110% of contracts value covering All risks


in Triplicate

Certificate of origins issued by the Chamber of


Germany in Triplicate

Commerce of

Vinacontrol certificate for goods at the site. Full set (3/3) of clean on board Bill of lading, marked: Freight
prepaid.

Test certificate issued by the Manufacturer in Triplicate.


ARTICLE 7: PACKING AND MARKING Packing: in containers with packing lists enclosed:
a) According to the international sea transport. b) All the goods shall be packed in adequate packing which are suitable for

the sea transport and unloading Ho Chi Minh climate condition the packing has to guarantee the sfety of longterm transport protected against

the rust occurred by sea water, humidity, rain and others. Before the good to be put in the packing, all protection measures against rust such as oil and crease applying shall be done in order to protect them of damage or rust during the transport period. c) All packing material shall be made of new material.
d) The Seller shall be responsible for any damager or breaking of the good

due to inadequate packing and due to rust arising from unenoughable protection through crease applying. Marking: Receiver: UPROSEREXIM Marking: Contract No.:

Loading port: Destination port: Sai Gon port Net/ gross weight: Demension: long x wide x height Container No/No. total: Sender:
ARTICLE 8: WARRANTY

- Warranty period is 12 months from the date of delivery - The Seller warrants that the equipment supplied: be brand-new; be free from defects; be as per the attached technical description.
-

Within the warranty period, the Seller warrants the normal operation The Seller is responsible for any defect, vice due to materials or bad workmanship revealed within the period of guarantee. In case of technical endeavour the Buyer shall inform it to the Seller and within 01 week the Seller

has to send representative or technician to the site tho check the trouble or for inviting the inspection organ (Vinacontrol) to check it. Under the guarantee period, the Buyer shall inform the Seller of all the defects in writing. Upon the receipt of the notice, the Seller shall work out the time to repair or make good all defects, the Seller shall inform the Buyer the time needed to make good the defects, the duration for repairing or replacing the Goods is to be less than 2 months from the receipt of the notice. All the arising costs for repairing the Goods are for the Sellers account. ARTICLE 9: INSPECTION The final inspection of goods at the site shall be carried out by the Testing and Inspection organization of Vinacontrol claim, if any, shall be faxed to be the Seller and confirmed by registered airmail together with supporting documents supplied by Vinacontrol whenever such claim is to be proved as of the Seller responsibility for inadequate standard bad quality by repairing or replacement of these equipment to be reclaimed, the Seller shall settle it without delay. ARTICLE 10: FORCE MAJEURE Force majeure cases shall be understood the occurrence of situations to be considered as force majeure in ICC pubication No 421. The force majeure cases shall be informed to the other party by the concerned party by phone within 10 days and confirmed by writing within 10 days from the date of such a phone call together with certification of force majeure issued by the Chamber of Commerce located in the region of the case. After this deadline, claims for force majeure shall not be taken into account. In the event of force majeure, the concerned party shall bear no responsibility of any penalty arising from delay of delivery.

ARTICLE 11: CLAIM In case upon taking the delivery, the Goods are not in strict conformity with conditions stipulated in the contract in terms of quality, quantity and packing, the Buyer shall submit his claim together with sufficient evidence of copy of the contract, Survey Report, Certificate of Quality, Certificate of Quantity, Packing List with certification of the authorized inspection company agreed by the two parties within 30 days upon the ships arrival Upon receiving the claim, the Seller shall in a timely maner solve it and reply in writing within 25 days, after such receipt. Incase of the Sellers fault, the Seller shall deliver the replacements not later than 25 days after the official conclusion. ARTICLE 12: ARBITRATION During the executive of this contract, if there is any disputes which can not be solved by mutual agreement of both parties to come to the resolution, it will be judged by Vietnam Internation Arbitration Centre under the Vietnamese Commercial Law with the cost at the losing partys account. The arbitration decisions are final and legally binding to the two parties. ARTICLE 13: OTHER TERMS AND CONDITIONS

- By signing this contract all previous correspondences and negotiation


connected herewith shall become null and void.

- This contract comes into effect when it is approved by the competent


organization of Viet Nam, and when the Buyer received the guarantee for the D/A issued by the Sellers Bank, any amendment and/or additional clause must be made by writing and duly confirmed by both parties.

- This contract is made in 04 originals in English and 02 copies of which shall be


retined by each party.

- The contract comes into force upon the date of signature.

THE BUYER

THE SELLER