EXHIBIT 10.102
STEAM FOR PROCESS AND HEATING WATER SALES AGREEMENT
THIS AGREEMENT, (the "Agreement") is made as of this
16th day of October, 1996, by and between Tangshan Cayman
Heat and Power Company, Ltd., a Sino-foreign equity joint
venture company (the "Supplier") and Tangshan Pan-Sino Heat
Company, Ltd., a Sino-foreign equity joint venture company
(the "Vendor").
R E C I T A L S:
1. Supplier intends to acquire, own and operate certain
water ▇▇▇▇▇ and pipeline systems, and as a part of its
business to make available for industrial use steam for
process and steam for heating water and certain associated
materials (the "Products").
2. Vendor intends to acquire, sell and distribute the
Products on a retail basis to Luannan County Heat Company
and certain other industrial users (the "Users").
3. Supplier desires to sell its Products and Vendor
desires to obtain such Products from the Supplier all upon
the terms and conditions contained herein below.
AGREEMENT:
NOW THEREFORE, based upon the mutual promises made and
benefits to be derived as a result of this Agreement,
Supplier and Vendor hereby agree as follows:
1. Term. The term of this Agreement shall be for a
period of twenty-three (23) years from the date hereof.
2. Sale of Products. Supplier shall use its best efforts
to provide the Products to Vendor and Vendor shall purchase
all of its requirements for such Products from the Supplier
in accordance with the terms of this Agreement. It is
currently anticipated that the Product will be available
beginning approximately April 1999. In connection with
Supplier's furnishing of the Products, Supplier shall keep
all records with respect to volumes, pressures, and
quantities of the Products made available to the Vendor for
purchase and perform, directly or indirectly all technical
and administrative functions related to its sale of the
Products and Vendor's purchase and payment for all such
Products.
3. Vendor's Obligations. Vendor shall be required,
irrevocably and unconditionally to purchase from Supplier
all of its requirements for the Products unless Supplier
gives notice that at any specific time such Products are not
available for sale to and purchase by Vendor. Provided that
Supplier has made the Product available, User shall purchase
a minimum of 349,680 tonnes/year (at approximately 0.9MPa
and 265 degrees C) of steam for process (the "Process Steam") and
steam (at approximately .25MPa and 120 degrees C) for heating water
(the "Heating Steam") equivalent to 362,518 GJ/year.
4. Supplier's Obligations. Supplier's obligations to
Vendor shall be on a best efforts basis only. Supplier
shall not be limited or prohibited as a result of this
Agreement from making the Products available and from
selling such Products to any other party. Supplier's only
obligation to Vendor in such event will be to give notice to
Vendor of the quantities, volumes and rates of supply that
will be available for purchase by Vendor.
5. Price. The price to be paid by the Vendor for the
Products sold to it shall be calculated quarterly (or at
such other intervals as Supplier may require) based upon the
amount of Products made available to Vendor for purchase
during the subject period at the rate of U.S. $3.276/ tonne
with respect to Process Steam and 9.34 RMB/GJ with respect
to Heating Steam. Said price is based upon a price
established in 1994, which was escalated up to the planned
Commercial Operation Date (at an assumed rate of escalation)
and which shall be subject to further price escalation as
agreed by the Parties and dependent upon actual increases in
Supplier's cost of producing the Product.
6. Payment. The Price due to be paid to Supplier as
calculated in Number 5 above, will be calculated by the
Supplier in Renminbi Yuan (or any successor official
currency of the People's Republic of China) on at least a
quarterly basis and an invoice for said amount shall be
presented to Vendor. Vendor shall have ten (10) days within
which to pay said invoice. Such payment will be made in
Renminbi in cash or by check or wire transfer to such
account as Supplier may direct that payment be made. Any
amounts not paid within said ten (10) days shall bear
interest at the annualized rate of fifteen percent (15%) (or
if such rate is required to be lower under Chinese law, rule
or regulation, then at the highest rate permitted thereby).
7. Dispute as to Payment. In the event Vendor does not
agree with the invoiced amount, then Vendor shall give
notice to Supplier with the said ten (10) day period, of the
amount in dispute, the reason for any discrepancy in the
calculation presented by Supplier, and Vendor's calculation
of the charges then due. Supplier and Vendor shall meet
amicably to resolve any such discrepancy, but in any event,
Vendor shall make payment for all portions of the invoiced
amount that are not in dispute, within the time required for
payment.
8. Address for Notices. Any notice required to be
given and any other written communication between Supplier
and Vendor shall be given as provided below:
If to Supplier:
Tangshan Cayman Heat and Power Company, Ltd.
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
Attention: General Manager
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
with a copy to: Pan-Western Energy, LLC
If to Vendor:
Tangshan Pan-Sino Heat Company, Ltd.
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
Attention: General Manager
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
with a copy to: Pan-Western Energy, LLC
9. Delay and Waiver. No delay or omission to exercise
any right, power or remedy accruing to Supplier or Vendor
under this Agreement or on account of any breach or default
hereof shall impair any such right, power or remedy of the
other Party, nor shall it be construed to be a waiver of any
such breach or default, or an acquiescence therein, or of or
in any similar breach or default thereafter occurring. Any
waiver, permit consent or approval of any kind or character
must be in writing and shall be effective only to the extent
specifically set forth in such writing.
10. Entire Agreement. This Agreement contains all the
terms and conditions finally agreed between Supplier and
Vendor with respect to the subject matter hereof and any
oral negotiations or prior agreements of the Parties are
hereby merged with and into this final Agreement. This
Agreement may only be amended or modified by an instrument
in writing signed by both Supplier and Vendor.
11. Governing Law. This Agreement shall be governed by and
be construed and interpreted in accordance with the Laws of
the People's Republic of China.
12.
Severability. If any one or more of the provisions
contained in this Agreement should be invalid, illegal
or unenforceable in any respect, the validity, legality
and enforceability of the remaining provisions shall
not in any way be affected or impaired thereby.
13. Successors and Assigns. The provisions of this
Agreement shall be binding upon and inure to the benefit of
the Parties hereto and their respective successors and
assigns.
IN WITNESS WHEREOF, Supplier and Vendor have caused
this Agreement to be duly executed by their officers, duly
authorized as of the day and year first above written.
VENDOR: TANGSHAN PAN-SINO HEAT COMPANY
By:
Title: General Manager
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
SUPPLIER: TANGSHAN CAYMAN HEAT AND POWER
COMPANY, LTD.
By:
Title: General Manager
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
