Exhibit 10.1
CONTRACT (1) 41 - 04/2013
On April, 16th, 2013
Company Tangshan Monopy Ceramic Co., Ltd. , hereinafter referred to as the
"Sellers", represented by Xxxxx Xxx on the one part, and Company Vesta
International, Corp., hereinafter referred to as the "Buyers", represented by
Xxx Xxxx on the other part, have concluded the present Contract for the
following:
1. The Subject of the Contract
1.1 The Seller sells and the Buyer buys ceramic sanitary ware, named below
as Goods, in quantity and assortment according to Commercial Invoice which are
made out on each party (set) of the Goods separately, are assured by signatures
and seal of the Parties (sides), and are an integral part of the Contract.
2. The Price and the total Sum of the Contract
2.1 Currency of the Contract - US dollars. The total sum of the Contract
makes: 850 000 US dollars (Eight hundred and fifty thousand dollars.).
2.2 The Products will be sold according to the Price List existing at the
selling. The Sellers should notify to the Buyers such Price List beforehand.
2.3 The prices of Products are stipulated by the Sellers on the following
payment terms: "100% payment in advance" and the following delivery terms: FOB,
Shanghai, China, (according to the "Incoterms 2000")
2.4 The prices for the Goods, according to the existing contract, are
determined in the Commercial Invoice or in Proforma Invoice, accompanying each
consignment of goods. Cost of packing, marks, loading, export customs charges
are included in the price of the Goods.
2.5 The total sum of the contract can be extended by additional agreement
between the Parties and fixed by a Specification.
3. Packing, Quality of the Goods and the Guarantee of the Seller
3.1 The Goods should be shipped in the standard packing providing safety of
the goods. The Seller bears the responsibility for the losses connected to
damage of a cargo as a result of his wrong packing.
3.2 Acceptance of the goods by amount is made by transfer of the goods of
the transport organization. Carrying out delivery of the goods for the Buyer.
Acceptance of the goods on quality is made within 20 days from the moment of
reception of the goods in a warehouse of the Buyer.
3.3 In case of delivery of the poor-quality goods within 45 days from
shipping date or at time of opening the container the Seller undertakes to
replace the poor-quality goods qualitative, thus the transport and other charges
connected with replacement of the poor-quality goods are carried by the Seller.
3.4 The Seller guarantees, that the quantity of the put Goods will
correspond to the quantity specified in the Contract. The Seller guarantees,
that the quality of the goods will be as the samples, which was transferred by
the Seller to the Buyer.
3.5 The quality and condition of the goods should be in full conformity
with the technical, sanitary performances, requirements and standards, which are
legal in the Sellers' country.
4. Terms of Payment and Delivery Time
4.1 All the Products delivered under the present Contract shall be divided
into consignments depending on the transportation facilities used during the
delivery.
4.2 The terms of payment are: 100 % payment of total value in advance
(prepayment).
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4.3 The payment for the goods delivered under the Contract is made to the
Sellers' clearing account by bank transfer.
4.4 Delivery of the Goods is carried out by job lots, according to the
Commercial Invoice. The Seller is undertake to deliver each party of the Goods
under the present contract not later than 35 days from the moment of reception
of an advance payment.
5. Disputes
5.1 All disputes and differences which may arise out of the present
Contract or in connection with it, will be solved by way of friendly
negotiations.
5.2 In case the Parties will not come to the agreement business is subject
to the China International Economic and Trade Arbitration Commission (Beijing)
according to the related international law. The decision of arbitration Court is
final and obligatory for both Parties.
6. Force-Majeura
6.1 The parties are free from the responsibility for full or partial
unfulfilment of their obligations under the present Contract if it was the
result of force-majeure circumstances, i.e. fire, earth-quake, other act of God,
acts of state bodies, military actions which arose after signing the present
Contract. In this case the time of fulfilment of obligations is shifted for the
period of existence of such circumstances.
6.2 The party for which it becomes impossible to fulfil its obligations, is
to inform the other party in writing about the beginning, expected duration and
finishing of the above-indicated circumstances immediately, yet not later than
within 5 days from the moment of their beginning and finishing. The facts given
in the notice are to be confirmed by the appropriate acts of the Chamber of
Commerce and Industry or some competent state body.
6.3 In case either party did not inform the other party within the
above-indicated period about the beginning of force-majeur circumstances or
failed to confirm the fact of their beginning by the act of a competent state
authority, this party loses the right to refer to these circumstances and is not
free from the responsibility for unfulfilment of its obligations within the time
period indicated in the Contract.
6.4 In case due to the action of force-majeur circumstances the
impossibility to fully or partially fulfil the obligations under the Contract
lasts for more than three months, either party has the right to cancel the
present Contract fully or partially and, in this event, neither party shall have
the right of claim for the compensation of losses made on the other party.
7. Other Conditions
7.1 All the preliminary agreements, negotiations and correspondence
preceding to and connected with the present Contract are cancelled from the date
of its coming into force.
7.2 All notices, letters of advice and claims connected with the fulfilment
of the present Contract are done in writing and signed by the authorized
representatives of the Sellers and the Buyers.
7.3 All the amendments and addenda to the present Contract are valid only
subject to the fact that they are signed by authorized representatives of the
parties of the Contract.
7.4 Neither of the parties can transfer its rights and obligations under
the Contract to any third party without the written agreement of the other
party.
7.5 In case of inappropriate fulfilment by the Sellers or the Buyers of
their obligations under the present Contract and/or violation of the terms of
the Contract, the party at fault should cover all the possible losses of the
other party connected with the above violation.
7.6 The present Contract comes into power at the date of signature and
expires on the 31 December of the year 2014.
7.7 The present Contract is done in 2 copies, one copy for the Sellers and
one for the Buyers, both duly signed copies being of equal value.
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7.8 All the documents issued by the Parties within limits of the Contract
are valid if they are either underwritten by the authorized representatives of
the Sellers and/or the Buyers or signed by their facsimile signatures. All the
documents stamped and signed by the authorized representatives of the Sellers
and and/or the Xxxxx and sent by fax or email are valid.
8. Address and Requisits of the Sides
Buyer:
Seller:
Tangshan Monopy Ceramic Co., Ltd. Vesta International, Corp.
Address Nan Pu Industrial Adress: 00-00 Xxxxxxxxx Xxxxxx Xx,
Xxxxxxxxxxx Xxxx 0-0-0, Xxxxxxx, Xxxxxxxx, Xxxxxxxx,
Xxxxxxxx, Xxxxx Xxxxx, 000000
Sales Tel: 00-0000-0000000, 0000000 Tel: 00-00000000000
Email: xxxxxx@xxxxxx.xxx Email: xxxxx.xxx.xxxx@xxxxx.xxx
9. Signatures of the Parties
/s/ Xxxxx Xxx /s/ Xxx Xxxx
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Xxxxx Xxx Xxx Xxxx
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