The Purchase Contract No.

01/A
For the Goods (Works and Services).

1. The Parties to a Contract.

This Contract is concluded by and between „Olimp Engineering Services“ LLC in the
person of director Farman Suleymanov hereinafter referred to as „the Client“ on the
one hand and ShengZhong Co Limited in the person of director Miao Qouqing
hereinafter referred to as „the Executor“ on the other hand on August 19, 2018.

2. The Subject of Contract.

1. The Parties confirm that the Client has accepted the Executor’s offer in the amount of
USD 45 600 (forty five thousand six hundred) for equipment to be presented for
“Strengthening the Material and Technical Basis of the Vocational Training Cen-
ter” under “the Sumgait Chemical Industrial Park” Limited Liability Company within
the framework of “the Support For the Development of Regions”.
2. The Executor undertakes to deliver goods purchased to the Client on the basis of
terms and conditions mentioned in the Contract. If goods presented do not comply with
the terms and conditions mentioned in this Contract and price offer of the Executor, the
Executor shall guarantee the elimination of defects revealed.
3. The Client undertakes to accept goods from the Executor and pay for them on the ba-
sis of terms and conditions mentioned in the Contract.
4. Except for cases specified by legislation, the value of contract remains unchanged.
5. The following documents are considered to be an integral part of this Contract:
 The Executor’s offer and price lists;
 The special terms and conditions of the Contract.

3. The Applicable Law.

1. The interpretation of the provisions of the Contract is carried out in accordance with
the existing legislation of the Republic of Azerbaijan. The additional norms of law and
documents applicable regarding to the execution of the Contract are mentioned in the
special terms and conditions of the Contract.
2. The Executor complies with the requirements of the legislation of the Republic of
Azerbaijan on intellectual property related to the execution of Contract (“On patent”, “On
copyrights and related rights”, “On trademarks and geographical indicators”, other laws
and related normative and legal acts) and bears responsibility before the third parties
defending the Client from their claims as a result of the violation of those legislations.
3. If the Contract is cancelled due to the fault of the Executor, the materials, plants,
equipment and temporary buildings brought according to the Contract shall remain un-
der the Client’s ownership.

4. The Language of Contract.

The Contract is made in the Azerbaijani and English languages.
5. The Obligations of Parties.
1. The Executor must fulfill obligations mentioned in the Contract for the shipment of
goods, implementation of works and provision of services and deliver goods (works and
services) to the Client in the manner specified.
2. The Executor shall sign a Contract after knowing all terms and conditions, require-
ments related to the execution of Contract and information referring to this. Executor’s
failure to know such terms and conditions, requirements and information shall not re-
lease it from its contractual obligations.
3. The Executor shall ensure that all permits, licenses and relevant agreements men-
tioned in the special terms and conditions of the Contract related to the execution of
Contract are obtained.
4. The Client shall undertake to immediately accept goods sent, works implemented and
services rendered under the Contract (taking into consideration that the defects found
shall be eliminated by the Executor) and make payments on time.
5. The Client shall ensure that legal and organizational issued mentioned in the special
terms and conditions of this Contract are resolved and permits and consents referring to
it are obtained.
6. The Client shall guarantee for the accuracy and timely submission of all information
related to the execution of Contract to the Executor.

6. The Origin of Goods and Services.

1.The origin of goods purchased and services rendered (including goods purchased
and services rendered within the framework of works implemented) must not be the
countries (territories) which a procurement is prohibited according to the decisions
adopted within the framework of international agreements joined by the Republic of
Azerbaijan and in the existing legislation of the Republic of Azerbaijan.
2. The origin of goods and services means the country (territory) where goods are man-
ufactured or produced and services are rendered. The origin of goods and services may
be different from the state affiliation of the Executor.

7. The Standards.
The goods sent or services rendered must comply with the standards intended ac-
cording to the Contract and in case such standards are not mentioned (do not exist),
with the applicable standards in the country of origin of goods or services. The Executor
must confirm the compliance of goods or services with the required standards with rele-
vant documents.

8. The Shipment and Documentation of Goods.

The Client shall determine the requirements for the shipment of goods purchased out-
side the territory of the Republic of Azerbaijan in accordance with applicable “In-
coterms”, International Rules of Interpretation of Trade terms published by the Chamber
of Commerce in Paris. Information on this is mentioned in the special terms and condi -
tions of the Contract.
9. The Packaging, Marking and Transportation of Goods.
1. The goods must be packed, marked and transported to the last destination specified
in accordance with the requirements mentioned in the special terms and conditions of
the Contract.
2. The packaging must ensure the delivery of goods to the last destination mentioned in
the Contract without any damage and destruction. General (that meet relevant stan-
dards) and (or) special (that meet the Client’s additional requirements) terms of packag-
ing are mentioned in the special terms and conditions of Contract.
3. The marking: Marking must enable the goods being distinguished from other goods
during inspection at the shortest time possible. The packaged part of goods must be
marked from inside and outside and accompanied with relevant documents.

10. The Spare Parts.

The Executor shall present drawings and projects that are required for the manufac-
ture of spare parts to the Client free of charge after the suspension of their manufacture
on the basis of the Parties.

11. The Executor’s Organizational & Legal Form.

If the Executor is a union of legal entities without establishing a joint venture, consor -
tium or legal entity and its structure is changed within the execution term of the Con -
tract, the Client must be informed immediately about this and the continuation of the
Contract must be conducted only based on its consent.

12. The Payments under the Contract.

1. The payments under the Contract: the Client is a recipient for the grant allocated by
the European Union to the Government of the Republic of Azerbaijan and make pay-
ments to the grant account based on the documents submitted by the Executor (in-
voices, acts, other documents).
2. The payments under Contract shall be made on the basis of act of acceptance.
a. (25%) – within 30 days after the submission of documents certifying the fact that
goods to be supplied under Contract have been ordered;
b. (75%)– within 30 days after the delivery to destination and installation by Execu-
tor, trainings for the staff of Client are held for the operation and technical mainte-
nance of goods supplied and final act of acceptance is signed.
3. If the Contract is terminated by the Executor or the Client, the Parties shall compile
documents defining the amount of payments (including advance and other payments)
and certifying the execution of Contract in the manner specified in the special terms and
conditions of Contract. The difference determined on the basis of documents submitted
is to be paid within 15 banking days.

14. The Execution of the Contract.

1. The Executor shall sign purchase contract and submit the security for the perfor-
mance of Contract. Executor’s failure to sign a purchase contract within the required
term or submit the security for the performance of Contract is assessed as non – fulfill -
ment of its obligations. In case Executor cannot fulfill its contractual obligations, it must
the damages caused to Client from the security of contract performance.
2. The Contract shall enter into force from the moment of being signed by the Client and
the Executor.
3. The execution of the Contract shall be carried out within the terms mentioned in the
special terms and conditions of the Contract and on the basis of schedules approved by
the Client.

15. The Insurance

1. The Client’s and the Executor’s risks related to the execution of the Contract are in-
sured in accordance with the existing legislation of the Republic of Azerbaijan. Informa-
tion on this is mentioned in the special terms and conditions of Contract.
2. The term of validity of insurance contract must cover the execution term of this Con -
tract in whole.
a. The insurance of goods (including equipment, plants, spare parts) until fi-
nal destination mentioned in the special terms and conditions of this Con-
tract is determined in accordance with applicable “Incoterms”, International
Rules of Interpretation of Trade terms published by the Chamber of Com-
merce in Paris.

16. The Technical Supervision over the Execution of the Contract and the Test.
1. The Client (or its representatives) shall be entitled to supervise and test the execution
of technical and other terms and conditions of the Contract without any additional cost.
2. The place and type of any technical control or test required for the Client are men-
tioned in the special terms and conditions of the Contract. The Client must inform the
Executor about its representatives appointed for such technical control and test on time
in writing.
3. The Client may reject goods which haven’t passed such technical supervision test. In
this case, the Executor shall replace the goods which haven’t passed such technical ac-
ceptance test or present other goods which meet the Client’s requirements.

17. The Elimination of Defects during the Performance of the Contract.

1. The Client shall immediately notify Executor of the defects found within the execution
term of the Contract. The term of responsibility for the elimination of defects must be
mentioned in the notice.
2. The Executor shall eliminate those defects after receiving the notice on defects within
the term of responsibility specified in the notice.

18. The Safety Integrity.

1. The Executor shall provide technical safety integrity for goods brought under the Con-
tract (the works implemented or the services rendered) within the term specified in the
special terms and conditions of the Contract.
2. The defects found by the Client within the security term must be eliminated as soon
as possible at the Executor’s expense.
3. If the Executor doesn’t eliminate defects within the term mentioned in the special
terms and conditions of the Contract, the Client may apply penalty sanctions.
19. The Penalties.
1. If the Executor doesn’t execute a Contract (or a part of it) within the manner and term
specified (delays), the Client shall apply penalty sanctions mentioned in the special
terms and conditions of this Contract without prejudice to other rights (except for force –
majeure cases). The upper limit of the amount of penalties is mentioned in the special
terms and conditions of this Contract and this amount must not exceed 3 (three) percent
of the Contract price.
2. If the Client doesn’t make payments within the term specified in the Contract and in
the manner specified in the special terms and conditions of the Contract, The Executor
may apply penalty sanctions in the amount specified in the special terms and conditions
of Contract.

20. The Irresistible Force (Force – Majeure).

1. If the execution of the Contract is affected by irresistible force, the Executor shall be
released from the payment of penalties without being deprived of the security for con -
tract performance and shall not be responsible for the breach of Contract.
2. The Force Majeure circumstances include cases which cannot be controlled by the
Client and the Executor, that are not occurred due to their fault or negligence and those
which cannot be foreseen. These include wars or revolutions, floods, epidemic, epi-
zooty, quarantines, embargoes, state and governmental decisions and such other
cases.
3. The Executor shall send a written notice on the effect of force – majeure and reasons
for their occurrence to the Client without any delay. If the Client’s written instruction has
not been received, the Executor must continue the fulfillment of contractual obligations
not depending on the effect of force – majeure within its opportunities and seek alterna -
tive methods for the implementation of contractual obligations that depend on the effect
of force majeure circumstances.

21. The Taxes and Duties.

As the amounts paid according to this Contract by the Client are grant funds of the
European Union, any tax, duty and other collections shall not be applied to them in ac-
cordance with the article 3 of “the Framework Agreement between the Government of
the Republic of Azerbaijan and the European Union Commission” signed on June 16,
2008 and approved by the Law No. 800-IIIQ dated April 28, 2009 of the Republic of
Azerbaijan.

22. The Termination of Contract.

1. The termination of Contract for the violation of terms and conditions of the Contract. If
the terms and conditions of the Contract are violated materially, the Client or the Execu-
tor may terminate this Contract in whole or part on the condition of notifying the other
party 30 days prior in writing.
The following violations are considered to be material breach:
- If an equipment to be presented do not comply with the Client’s technical specifi-
cations mentioned in the Contract.
If the Contract is terminated, the Executor shall suspend the execution of the Contract
within 15 days and taking the immediate measures for the protection of goods (works
and services) obtained as a result of the execution of Contract, deliver them to the
Client.
2. If the Executor goes into bankrupt and its legal successor applies to the Client in writ -
ing for the fulfilment of obligations undertaken within 10 days after obtaining the rights of
successor, a new contract can be concluded with the successor of the Executor that
has went into bankrupt on the completion of purchase contract based on the terms and
conditions of the Contract. Otherwise, the obligations of bankrupted Executor which
have been fulfilled or funds paid shall pass to the disposition of the Client.

23. The Resolution of Disputes.

1. The Parties shall resolve disputable issues or uncertainties arising between them due
to the Contract through the negotiations or mutual concessions.
2. If the settlement of disputable issues and uncertainties through negotiations is impos-
sible within 30 days, these issues shall be resolved according to the applicable legisla-
tion of the Republic of Azerbaijan and terms and conditions of international contracts
joined by the Republic of Azerbaijan.

The Legal Addresses and Banking Details of the Parties:

the Client the Executor

“Olimp Engineering Services” LLC ShengZhong Co Limited
Address: China, Yiwu city, North Gongren
Address:
Road, Huijin Building 1091, Room 401
TIN:
Account: Account: 370286171883
Bank:  Bank: Hangseng Bank Limited
Code:
C/a:
TIN:
SWIFT: SWIFT: HASEHKHH

Suleymanov Farman Isa Miao Qouqing

Director Director
SEAL SEAL

The Special Terms and Conditions of the Contract.

“the Services”
 The delivery of equipment related to “ The Strengthening the Material and
Technical Basis of the Vocational Training Center” under “the Sumgait
Chemical Industrial Park” Limited Liability Company within the framework of
“the Support for the Development of Regions” specified in the Contract is the
Executor’s duty.

The Subject of Contract – the procurement of equipment for the project

“Strengthening the Material and Technical basis of the Vocational Training
Center” under “the Sumgait Chemical Industrial Park” Limited Liability Com-
pany within the framework of “the Support for the Development of Regions”.

The Applicable Law – the results of researches and services rendered under the
Contract and other documents developed by the Executor are considered to be
Client’s property. If the Contract is terminated due to the Executor’s, fault the docu-
ments and information developed remain under the Client’s ownership. The inter-
pretation of provisions of the Contract shall be carried out in accordance with the
existing legislation of the Republic of Azerbaijan.

The Applicable Law for Taxes and Duties – It is regulated in accordance with the
article 3 of “the Framework Agreement between the Government of the Republic of
Azerbaijan and the European Union Commission” signed on June 16, 2008 and ap-
proved by the Law No. 800-IIIQ dated April 28, 2009 of the Republic of Azerbaijan.
It is regulated by the Law of the Republic of Azerbaijan on the approval of “General
rules applicable to the Memorandum of Financing” signed between the Government
of the Republic of Azerbaijan and the European Union Commission”.

The Language of Contract – the Contract is compiled in the Azerbaijani and Eng-
lish languages.
The Obligations of the Parties – the Executor must fully implement and deliver
the services mentioned in the Contract to the Client in the manner specified. The
Client undertakes to make payment for the works accepted on time.

The Standards – the Services implemented by the Executor must comply with rele-
vant legislation. The quality of works must meet the requirements of legal and nor-
mative acts adopted in the Republic of Azerbaijan.

The Execution of Contract – the Execution of Contract must be completed within

4 (four) months. If the Executor cannot fulfill contractual obligations, damages
caused to the Client shall be deducted from the performance security of the Con-
tract.

The Insurance – the Risks of the Client and the Executor related to the execution
of the Contract must be insured at 10% in accordance with the existing legislation
of the Republic of Azerbaijan.
 The Elimination of Defects within the Performance of the Contract – If defects
arisen during the execution of the Contract on the basis of the Client’s notice are
not eliminated within 10 (ten) calendar days, the Client shall calculate the amount
required for the elimination of those defects and deduct it from the amount to be
paid to the Executor.
The Safety – Executor shall provide security for 12 months after the end of execu-
tion term of the project for the quality of services rendered under the Contract. If de-
fects in the works are revealed within such term, the Executor must eliminate those
defects. Otherwise, the Client may apply penalty up to 10%.

The Dispute Resolution – the Parties must resolve disputes arose between them
through mutual concessions. Otherwise, these issues shall be resolved in accor-
dance with the existing legislation of the Republic of Azerbaijan.

The Penalties.
The relevant tariff: 0.5 % (half a percent) of the Contract price per each week of de-
lay for untimely execution of each order. Maximum deduction: 3% (three percent) of
the Contract price.

The Obligations of the Parties – the Executor must fully supply goods and imple-
ment services mentioned in the Contract and deliver them to the Client in the man-
ner specified. The Client undertakes to make payments for goods and services ac-
cepted on time. Relevant INCOTERM is as follows: CIP Baku.

The following documents related to goods to be supplied must be presented

by the Executor to the Client:
(1) The documents of the Executor showing the description, brand and model,
quantity, unit price and total price of goods;
(2) The shipping order, railway receipt or truck receipt;
(3) The Warranty Certificate of Manufacturer or Supplier;
(4) The Certificate of Origin.
If the Contract is terminated by the Executor or the Client, the Parties shall docu-
ments defining the amount of payments (including advance and other payments) and
certifying the execution of the Contract in the manner specified in the special terms and
conditions of the Contract. The difference determined on the basis of documents sub-
mitted is paid within 15 banking days.

The Technical Supervision for the Execution of the Contract and the Test.
The Client may carry out any technical control or test for goods supplied under the Con -
tract. Such control and test can be conducted at the territory of the Client or the Execu-
tor (those executing subcontracts). The Client must inform the Executor about its repre-
sentatives appointed for such technical control and test on time in writing. If the techni-
cal control and the test is conducted at the territory of the Executor (those executing
subcontracts), the Executor must provide necessary assistance to the Client (or its rep-
resentatives).
The Client may reject from goods which have not passed from technical controlor test.
In this case, the Executor shall replace goods that haven’t passed from technical control
or test or present other goods that meet the Client’s requirements.

The Documentation for the Contract Performance – is carried out in accordance with
the relevant legislation of the Republic of Azerbaijan.
The Packaging of Goods – The packaging of supplied goods must ensure their deliv-
ery to the destination without damage and destruction.