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Made this 18 day July 2007.
BETWEEN Petronat International Ltd., Dar Es Salaam, Tanzania (The “Buyer”) and Helvey International USA, Inc., a corporation organized and existing under the laws of the State of Oklahoma with its Principal Office located at 330 SE 29 , Oklahoma City, Oklahoma, 73129 (the “Seller”).
SECTION ONE SELLER’S OBLIGATION TO OBTAIN FINANCE 1.1. The Seller agreed to assist in obtaining financing from Exim Bank of the United States of America or any other financial institution in the United States of America for the finance of the Buyer’s oil, gas drilling, rigs and exploration activities in the United Republic of Tanzania and within the region. 1.2. That, the Seller agrees to obtain pursuant to paragraph 1.1. above the sum of United States Dollars Three Hundred and Thirteen Million (313,500,000.) in favour of the Buyer. 1.3. That, the Seller hereby agrees to assist in raising the said sum of money in the manner following:(a) To manufacture and or supply to the Buyer goods as described in the appendix 1 to the Agreement for the manufacture and sale of goods duly executed between the parties hereto. (b) The goods to be supplied shall be brand new and must be supplied in accordance with the terms and conditions of the contract. (c) That, the Seller shall give the Buyer 12.1% of the contract amount (i.e USD =313,500,000=) within 30 business days from the date of completion and delivery as found in the memorandum of understanding and the agreement for the manufacture and sale of goods. This amount of money shall be used by the Buyer to finance oil and gas exploration in Tanzania. 1.4. The Seller hereby undertake to display and present to the Buyer immediately before the execution of the Agreement for the Manufacture and Sale of Goods, all the goods and equipments as itemized under Appendix 1 to the contract.
SECTION TWO 2.0. QUALITY OF GOODS.
2.1. The Buyer shall appoint a Quality Control expert to advise them on the quality of the goods to be manufactured and sold to them by the Seller. The costs and expenses of the said expert shall be borne by the Buyer. The Expert shall have the access and right to inspect the goods during the time of manufacture and before the shipment. SECTION THREE 3.0 BUYER/SELLER WILL TOGETHER PAY UNDER THE CONTRACT.
3.1 That, pursuant to this agreement, the Buyer/Seller shall work together to create revenue streams to pay any amount of money for the goods to be supplied under the contract as stipulated under section two thereof as the said sum shall be obtained by the Seller from the financial institutions aforesaid. SECTION FOUR 4.0 SELLERS CONSIDERATION. 4.1 That, the Seller’s consideration under the contract shall be the balance of the contract sum to be obtained after the performance of contract and the Seller hereby guarantees that the balance shall be enough consideration for the performance of the contract. SECTION FIVE 5.0 DISCLOSURE OF THE MEMORANDUM OF UNDERSTANDING 5.1 That, this Memorandum of Understanding shall be in place for disclosure and confidentiality and is only intended to evidence that:(a) Buyer need not to pay money in advance. (b) Seller must deliver the goods. (c) Seller must finance the exploration activities at the agreed 12.1% of the contract sum. SECTION SIX
7.1 This Memorandum of Understanding shall be performed and enforced in the like manner with the contract of Manufacture and Sale of goods and in the event of conflict, this Memorandum of Understanding shall supersede the contract. The parties have executed this Agreement on 19 July, 2007.
Helvey International, USA, Inc.
Petronat International, Ltd
By: Michael W. Helvey CEO/President Helvey International, USA, Inc. Witness by: David J. Ribaudo Director Corporate Development Helvey International USA, Inc.
Nassir A.Yusuph Director Petronat International Ltd Witness by: Jammal A. Abubakar Officer Manager, Tanzania Helvey International USA, Inc.
AGREEMENT FOR THE MANUFACTURE AND SALE OF GOODS This Agreement is made on the date shown below by and between Petronat International Ltd., Dar Es Salaam, Tanzania (The “Buyer”) and Helvey Oilfied Services, Inc., a corporation organized and existing under the laws of the State of Oklahoma with its Principal Office located at 330 SE 29 , Oklahoma City, Oklahoma, 73129 (the “Seller”).
SECTION ONE MANUFACTURE AND SALE: DESCRIPTION The Seller agrees to manufacture and sell to the Buyer, the goods more fully described in Appendix 1, or subsequent Appendices (the“Goods”), each of which shall be incorporated herein by reference and made a part hereof. During the term of this Agreement as specified in Section Five below, or for any extension thereof as provided for herein, additional Appendices may be added under the same terms and conditions provided the terms forming additional appendices are agreed upon in writing and duly executed by the parties hereto. SECTION TWO PAYMENT The Buyer agrees to pay for the Goods described in Appendix 1, or any subsequent Appendix 1, or subsequent Appendix as follows: fifty percent (50%) down payment upon execution of this Agreement; and additional twenty-five percent (25%) upon satisfactory evidence from Seller that the Goods are half-completed and the remaining twenty-five percent upon notice and satisfactory evidence from the Seller that the Goods are ready to ship. Payment shall be in cash, either US Dollars or Euros, at Seller’s designated bank. Seller will accept cash equivalents or trade financing, including World Bank or Export Import Bank Financing. When such alternative forms of payment are made or part hereof, they shall conform to the financial conditions stated in the respective Appendix describing the Goods. Provided that payment under this section shall not be made by the Buyer until the Seller has executed the terms and condition of the Memorandum of Understanding between the parties hereto. For the avoidance of doubt the terms and conditions set forth in the
Memorandum of Understanding shall superceed the provision of this Contract in the event of conflict between the two. SECTION THREE DELIVERY SCHEDULE The Seller shall commence to manufacture the Goods immediately upon execution of this Agreement. Subject to the provisions of Section Five, Seller will complete such manufacturing and ship the Goods in accordance with the Schedule shown in the relevant Appendix. Buyer shall have the right to inspect the Goods at Seller’s plant on or before final packaging for shipping.
If Buyer’s inspections disclose defects or adjustments, Seller shall have a reasonable time not more than 30 days to correct such defects and make such adjustments as are necessary at the Sellers cost. Seller shall then cause the Goods to be appropriately packaged and shipped to the destination specified in each Appendix or any extension thereof. The price stated in each Appendix shall include all expenses of packaging, preparation for shipment, cost of shipment and insurance for both Seller’s and Buyer’s respective interests. The Seller shall in all aspect of delivery, observe International standard of delivery schedule which must include time for delivery. SECTION FOUR EXCUSE FOR NON PERFORMANCE The Seller’s obligations under this Agreement are accepted subject to, acts of God, or force majaure, and other causes of like or different character beyond the control of seller. Impossibility of performance by reason of any legislative, executive, or judicial act of any governmental authority shall excuse performance or delay in performance of this Agreement. In the event of non performance or undue delay in performance, the Seller shall refund to the Buyer all monies paid under the agreement. SECTION FIVE TERM OF AGREEMENT The primary term of this agreement shall be five years from the date of execution. Thirty (30) days prior to the expiration of the primary term, or any extension thereof, this agreement may be extended for additional five year period. SECTION SIX
WARRANTIES AND LIMITATIONS The Seller warrants that the Goods shall be delivered in accordance with the terms and conditions stated in each Appendix and free of rightful claim of any third person by way of patent infringement, and if Buyer receives notice of any claim of such infringement, it shall, within twenty one (21) days, notify Seller of such claim. If Buyer fails to forward such notice to Seller, it shall be deemed to have released Seller from this warranty to such claim. The Seller hereby gives the Buyer 24 months warranty on manufacturing defects on all the goods supplied under Appendix 1. The Seller shall equally seek and obtain warranty of the same duration for goods to be supplied by the Seller from different manufacturers. APPLICABLE LAW The Seller and the Buyer hereby agree that in the event of dispute on the performance of this contract, the dispute shall be referred for settlement and arbitration at the London Institute of Arbitrators. The Arbitration decision shall be final and conclusive. SECTION SEVEN ENDEMNITY The Seller hereby indemnify the Buyer against and from any loss or damages, action or claim form third parties arising from its involvement and performance of this agreement. SECTION EIGHT ENTIRE AGREEMENT The parties agree that this Agreement and the Appendices constitute the entire Agreement and there are no further items or provisions, either oral or otherwise save for the Memorandum of Understanding. Buyer agrees that it has relied upon representations of Seller as to prospective performance of the goods, although it has also relied upon its own inspection and investigation of the subject matter. The parties have executed this Agreement on 18 July, 2007 Helvey International USA, Inc. Petronat International, Ltd
By: Michael W. Helvey CEO/President Helvey International USA, Inc.
Nassir A.Yusuph Director Petronat International Ltd
David J. Ribaudo Director, Corporate Development Helvey International USA, Inc.
Jammal A.Abubakar Officer Manager, Tanzina Helvey International USA, Inc.