设备采购协议中英文对照.doc

PURCHASE AGREEMENTDepending on the bank that Greif uses to remit funds to pay the Seller, it will be necessary that the agreement be translated into Portuguese. We recommend consulting the bank before signing the agreement or that the agreement be signed in both English/Portuguese versionsThis Purchase Agreement (together with all exhibits, statements of work and/or other attachments, the “Agreement”) is entered into this 25th day of September, 2010 by and between GREIF EMBALAGENS INDSTRIAS DOBRASILLTDA, (“Buyer”), with its principal office located at Avenida das Naes Unidas, 21102 So Paulo - SP, 04795-100, Brasil and JIANGSU YAWEI MACHINE-TOOL CO. (referred as YAWEI ), a (“Seller” or “Supplier”), with its principal office located at Zhanggang Zone,Jiangdu,Jiangsu,China.In consideration of the mutual covenants set forth herein and other good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereby agree as follows:EQUIPMENTS: One (1) Steel Coil Line Processing Machine “referred as Combi Line” shall be supplied by the Seller to the Buyer. The specification of the Machine shall be in accordance with “Exhibit A” of this Agreement.1.DEFINITIONSFor purposes of this Agreement, the following definitions will apply:1.1.“Acceptance Testing” will mean the demonstration that the Equipment operates to Buyers satisfaction and in accordance with the Specifications as more fully described in Exhibit A.1.2“Equipment” or “Machine” will mean the equipment meeting the Specifications along with any services, including design, development, shipping and installation services, as described in an Exhibit A.1.3“Price” will mean the price listed in Exhibit A. Unless otherwise stated, the Price will include all costs of manufacturing, packaging, crating, freight (per article 2.4), start-up and installation at Buyers facility, along with any training and testing related to the Equipment.1.4“Specifications” will mean a detailed description of the Equipment including its performance capabilities, maintenance requirements, any special operating conditions or parameters and any other relevant description of the Equipments capabilities as listed in Exhibit A.1.5“Subcontractor” will mean an individual or organization approved by Buyer that Seller has contracted with to perform work in connection with this Agreement.2.PRICE/PAYMENT2.1Price. Buyer will pay Seller the Price for the full performance of this Agreement in accordance with the terms hereof. The Price for the Machine in total will be US$ 672,800.00 with payments made as described in Exhibit A.2.2Subcontractors. Seller will be responsible for the hiring of and payment to, any Subcontractor. Seller, at its sole cost, will immediately discharge any lien created or permitted by Subcontractor with respect to the Equipment.2.3Taxes. All taxes related to the sale of the Equipment, or as otherwise required by this Agreement, will be per Exhibit A of this Agreement.2.3 Delivery. FOB XXX port, China (Inco terms 2000). The Machine will be delivered to the port from where the Machine will be shipped by sea to the mutually agreed Manaus, Amazonas; Port Of Entry (P.O.E.), in BRAZIL to be appointed by the Buyer. The Machines will be delivered according to the agreed timeline. The Machine shall be ready for shipment at XXX port on XX/XX/XXXX. In case of delays not attributable to the Supplier, (for example natural events, unforeseen workers strikes, but not limited to), the shipment date will be revised accordingly without any penalty.Supplier hereby acknowledges that they he has received all the product information from the Buyer to proceed with the project, and that no extra information is due by the Buyer. Any delays in delivery with respect to the date indicated above due to causes exclusively attributable to the Supplier for a period inferior to 14 days after the agreed upon delivery date as indicated above will not be penalized. In case of a delay exceeding this 14-day grace period, the Supplier will be charged a penalty of 0.5 percent of the total purchase price for each complete week of said delay calculated after the 14-day grace period. In no case shall the aggregate and total penalty paid for all delays amount to more than 5% of the total purchase price. The amount of the penalty will be abated from the amount due by the time of the final acceptance of the Machine. Seller assumes all risks and expenses with the Machine until it is delivered at the container depot in the ship at the China port.Documents: Seller shall provide, at its own expense: (a) the clean document confirming the delivery of the Machine on board of the indicated ship; and (b) the origin certificate. If requested by the Buyer, the Seller shall provide with all assistance in obtaining any documents issued in the country of manufacture that the Buyer may need for the purposes of importation.Imp/exp duty Duty .Provision of Invoices: Seller will furnish Buyer an original invoice with at least one (1) copy prior to Buyer making any due payment.Right to Withhold: Buyer may withhold any payment otherwise due Seller to protect itself from loss because of Sellers failure to meet the Agreement requirements. If Seller remedies the failure to meet Agreement requirements, the payments withheld from Seller will be paid promptly. A “punch list” of items to be correct or completed may be prepared by Buyer as a result of the Acceptance Testing. The failure to include any items on such list does not alter the responsibility of Seller to delivery Equipment in accordance with this Agreement. Upon completion by Seller of all items and upon Buyers completion of Acceptance Testing, any remaining amounts due Seller will be paid.3.SCHEDULE FOR COMPLETION3.1.Time of the Essence. Time of shipment and of other aspects of performance hereunder is of the essence of this Agreement. 3.2Performance Schedule. Seller will submit a performance schedule designating the order in which Seller proposes to overhaul the Equipment per Exhibit A, the dates on which it will start the various portions of the Equipment and the completion date of the Equipment. Such schedule will be prepared to a level of detail suitable for managing all activities associated with the Equipment by Seller and Subcontractors. Buyer will have access to the Equipment at Sellers manufacturing facility, during Sellers ordinary business hours, upon twenty-four (24) hours advance notification to permit Buyer to inspect the Equipment, provided such inspection will not unreasonably interfere with Sellers operations.4.CHANGES 4.1Specification Changes. Buyer will have the right at any time to make changes in the Specifications by written notice to Seller, and Seller agrees to comply with such changes. If such changes cause a material increase or decrease in Sellers costs or time of performance of this Agreement, Seller will notify Buyer immediately and negotiate an adjustment.5.TERM AND TERMINATION5.1.Term. This Agreement shall be valid as of the execution date and shall be remain in full force and effect for the term of the duration of the warranty of the Equipment, excepting in relation to Clause 9, which effects shall be valid for undetermined term.5.2.Breach. In the event of a breach of any provision of this Agreement, the infringing party must pay to the other party the non-compensatory penalty in the amount corresponding to 5% (five per cent) of the total value of the Agreement, in addition to the possibility of termination hereinbelow, at the prejudiced partys discretion. The penalty is applicable without prejudice of eventual losses or damages that the prejudiced party may have rightWe suggest to include a penalty of 5% in the event of breaching of a clause of the agreement. Please confirm. .5.3.Termination for Breach. Buyer may terminate the Agreement, or any part hereof, for cause due to any failure by Seller to perform or observe any of its obligations under this Agreement, or if Seller fails to provide Buyer, upon request, with reasonable assurance of future performance. In the event of termination for cause, Buyer will not be liable for any amount, and Seller will be liable to Buyer for any and all damages sustained directly or indirectly by reason of Sellers failure. Upon such termination, Seller and Subcontractors will immediately stop all work hereunder and will observe Buyers instructions with respect to any work in process, designs, drawings, models, paperwork and any other items developed pursuant to this Agreement.5.4.Termination without Cause. If this Agreement or any part hereof, is terminated for the convenience of Buyer, Seller will be compensated to the extent that items have been accepted by Buyer prior to the effective date of termination. The effective date of any termination will be the date of Sellers receipt of written notice from Buyer. Buyer will pay the Seller that portion of the Price scheduled to be paid through the date of notice of termination. UponPayment after evaluation of invoices and progress. they have to agree until that point agreement. payment of the portion of the Price due, Seller will transfer to Buyer all work in process, designs, drawings, models, paperwork and any other items developed pursuant to this Agreement6.PROJECT SPECIFICATION AND DRAWINGS6.1.Drawings and Manuals. Seller will furnish to Buyer a minimum of four (4) copies of all Equipment drawings and maintenance/repair manuals, and other items required by this Agreement. Seller will furnish “as installed” drawings and stamp such drawings “Approved by Seller.” Seller is responsible to see that such drawings and manuals do not deviate from the Agreement unless called to the Buyers attention in writing. Approval by Buyer does not relieve Seller of the responsibility to conform to the Agreement. When such drawings are required for approval, Buyer will review them promptly and return one (1) set either marked approved or with the required corrections indicated. Corrections will be made by Seller and corrected drawings will be re-submitted to Buyer. Seller will not proceed with the overhaul of the Equipment until such drawings have been approved by Buyer.Information handbooks: Operation, Maintenance, Mechanical and Electrical Parts, Spare parts, Installation Procedures and Set up, Troubleshooting Guide, Machine Drawings, PLCs, electrical wiring diagram, pneumatic and hydraulic diagrams, etc. must be sent in paper (3 copies) and either magnetic or optical media.Handbook languages must be English and Portuguese It would incur additional expense for Portuguese translation. Handbooks must be sent 30/45 days after the purchase order is issued. 6.2Safety Requirements: CE Certification or equivalent.7.WARRANTIES7.1Defects. For a period of twelve (12) months after the completion of the Acceptance Testing, Seller warrants that the Equipment performed by the Seller or by its Subcontractors will be free from defects in material and workmanship and perform in accordance with the Specifications. In addition, Seller warrants to Buyer that the Equipment will be installed in a workmanlike manner, free from defects and in accordance with the Specifications. In the event that during the warranty period any Equipment or component breaches or fails to perform in accordance with the warranty provided hereunder, Seller will be responsible and remedy or cause to be remedied such breach, replacing Do not limit. the materials, components and parts, if necessary, at no cost to Buyer. The warranty shall not cover the failures due to misuse or normal wear and tear.7.2Title. Seller warrants that the Equipment will be delivered to Buyer free and clear of all liens and encumbrances, except for any such lien created or permitted by Buyer. Seller at its cost will immediately discharge any competing claims with respect to the Equipment.7.3Compliance with Law. Seller warrants that all work performed by Seller will comply with all applicable Brazilian laws. Seller will obtain all permits necessary for its performance hereunder. If prior to, or upon, completion of the Acceptance Testing, the Equipment is held to violate any regulations and/or codes, Seller, at no cost to Buyer, will modify the Equipment so that the Equipment will comply with such regulations and codes. 7.4Buyer Repairs. In the event Seller fails to fully and promptly proceed to cure or repair any breach of the foregoing warranties, Buyer may, but not be obligated to, in addition to any right or remedy to which it is entitled, including but not limited to, the right of specific performance, cure and repair such breach at Sellers cost without voiding or affecting any warranties or any other Buyers rights or remedies in this Agreement.7.5Spare Parts. Seller will provide or cause to be provided to Buyer any and all necessary parts for the operation of the Equipment. If so requested, Seller will provide Buyer with a current inventory list of spare parts maintained by Seller. In addition, Seller will use good faith efforts to provide spare parts for a period of at least five (5) years after completion of the warranty period in Section 7.1.8.INDEMNIFICATION/INSURANCE8.1.Patent Indemnity. Seller agrees to indemnify, save harmless and defend Buyer from and against any and all suits, claims, damages, costs, and attorneys fees arising out of or in connection with any infringement or claimed infringement of any patent, trademark or copyright in the manufacture, use or sale of the Equipment or any other materials furnished under this Agreement. In case said Equipment or other materials are in such suit, or in final adjudication elsewhere, held to constitute infringement, and the use thereof is enjoined, Seller will, at its own expense, either procure for Buyer the right to continue using the Equipment or other material, or at the option of Buyer either replace same with equally efficient noninfringing Equipment or other material, or modify it without impairing its efficiency so it becomes noninfringing, or remove said Equipment or other material and refund the Price along with the transportation and installation costs thereof.8.2General Indemnity. Seller will defend, indemnify and hold harmless Buyer from any claims, suits, judgments, fees and costs (including attorneys fees) based on or arising out of the sale or use of the Equipment purchased hereunder or death, personal injury, or damage to property caused by the Equipment, except to the extent such claims arise from the negligence of Buyer.8.3Insurance. Supplier undertakes to take out and maintain adequate insurance cover against the risks as contemplated in this Agreement and all other risks normally insured against by companies carrying on the same or a similar business as Supplier.9.CONFIDENTIALITY 9.1Sellers Requirements. Seller agrees to keep all Buyer technical and business information secret and not to reveal or to divulge the information to third parties or to use or to publish it any manner whatsoever without the prior written approval by Buyer, provided, however, that Seller will not be bound to keep secret information which (a) was known to Seller prior to the date of this Agreement from sources other than Buyer without an obligation of confidentialtiy, (b) is or becomes available to the public without fault on Sellers part, (c) is disclosed to Seller by a party not related, directly or indirectly to Buyer who has a rightful claim to such information and is under no obligation of confidentiality to Buyer. Seller will only use Buyers technical and business information in connection with the performance of its obligations hereunder. The foregoing obligations will remain in effect for undetermined term, except if the Buyer agrees in writing to permit release of such information.10. BACKCHARGESIn the event the Equipment is found to be defective as to workmanship or materials or not to be in conformance with this Agreement, it is the responsibility of Seller to promptly correct any deficiency when so directed. Buyer will take reasonable measures to discover such noncompliance as quickly as practical; however, failure to do so shall in no way relieve Seller of its responsibility during the term of this Agreement and for the warranty period to promptly make such modifications as are required. If upon being notified by Buyer of deficient Equipment, and having been directed to correct the deficient Equipment by a specific date, Seller states or by its actions indicates its inability or unwillingness to comply, then Buyer shall proceed to accomplish the corrective work by the most expeditious means available to it and back charge Seller for the cost of the required work. The cost categories for which Seller is liable hereunder are the same as those prescribed under Article 7 Warranties. The cost of such back charge work shall be computed as follows: A. Labor shall be charged at actual cost plus 60% to cover payroll additives. B. Material shall be charged at net delivered cost. C. Equipment and Tool Rentals shall be charged at prevailing rates. D. 50% shall be added to items A, B and C for Buyers indirect costs, overhead, supervision and administration. Buyer, upon completion of the work, will invoice the Seller for actual costs incurred, computed as shown above, or withhold such sum from funds still due the Seller. In the event the Buyer has to expend additional time performing expediting, inspection or engineering activities because the Seller states (or by its actions indicates) inability or unwillingness to complete the wor