SALES CONTR ACT

FOR THE
3 Nos Westfalia auto cleaning reconditioned ediable oil refining sepaators
Model No. HCPL-150 (GEA Westfalia RSC-100-01-076)

Contract No. :

Date :

Parties : Buyer: MIR GROUP

Address
,
Corporate Office: Hajee Mir Ahmed Bhavan, 234 Khatungonj
Chittagong, Bangladesh.
Factory: West Kalurghat, Kadurkhil,
Boalkhali, Chittagong.

Seller: HITECH CENTRIFUGE PRIVATE LIMITED

Address
Plot No. 150, HSIIDC, Rai, Sonipat, HR-131029, India.
Represented by Seller ’s Agent:
.....................................................................
.....................................................................
.....................................................................

This contract is made by and between HITECH CENTRIFUGE PRIVATE LIMITED (Seller) represented
by.....................................................................(Seller's Agent) and MIR GROUP (Buyer), whereby
Seller agrees to sell to Buyer under mentioned Machines as per terms and conditions stipulated
below and overleaf:

a) Description of : Supplying , Installation & Commissioning of 3 nos Westfalia auto

Commodity
Model No. HCPL-150 (GEA W estfalia RSC-100-01-076)
b) Processing Capacity : 100 Ton / Day

c) Finished Product : i) Ediable oil ( Soya bean oil )

ii) Gum
iii) Soap
iv)
v)
d) Scope of Supply / : The detailed Scope of Supply / Equipment List is elaborated as
Name of the enclosed here with in Annexure –1, 2, 3 & 4
Equipment

e) Country of Origin : Germany

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 f) Delivery : The Shipment of the plant will be completed within ................. days
from the date of opening of the Letter of Credit (L/C) from India to
Banapol, Bangladesh.

A complete dispatch schedule (Billing Schedule) consisting name of

machinery & equipment, country of origin, shipment place, value, etc.
will be provided to the Buyer before shipment.
g) Port of destination : Banapol, Bangladesh.

h) Price of seller : Total USD ................... (United States Dollar ......................................)

only CNF Banapol, Bangladesh basis which includes
value of total equipments, fee for the work of design, drawing,
technical documents, supervisory services, installation &
commissioning and training of local people.

i) Payment Terms : Total contract value (100%) to be paid by means of Irrevocable Letter
of Credit at sight in favour of seller's HITECH CENTRIFUGE PRIVATE LIMITED
by Buyer ( MirGroup) .

L/C should be issued by a reputed bank in Bangladesh which is

acceptable to seller s ’nominated Bank.
j) Warranty : The seller will provide a standard manufacturer's warranty for the
period of 12 months from the date of acceptance of the plant (after
Trial production) or 18 months from the last B/L date; whichever
comes first.

The Seller shall without undue delay remedy any defect resulting from
faulty design, materials and workmanship. However the warranty does
not cover defects arising out of:
Try to avoid these
• Materials provided by the Buyer;
portions if pqssible • Design stipulated or specified by the Buyer;
• Faulty maintenance;
• Faulty repair by the Buyer;
• Alternations carried out without Seller’s written consent;
• Normal wear and tear.

k) Equipment : The Seller guarantees that the parts/ fittings & fixtures here of is made of
Guarantee the good quality materials with good workmanship, brand new and unused
and complies in all respects with the quality and specification
stipulated in this Contract.
The Seller will also provide an undertaking mentioning that the
supplied equipment will perform satisfactorily and all equipment to be
supplied under this contract will be warranted for 1 year from the date
of acceptance certificate or 18 months from the last B/L date;
whichever comes first.

l) Inspection : Buyer has right to appoint an international pre-shipment inspection

company. The cost of survey will be on Seller’s account.

Seller will inform buyer one month before the delivery so that if
necessary buyer can arrange to send their representative also to do
the inspection of the equipment. The Seller will bear all sorts of cost for
inspection.

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m) Insurance : To be covered by the buyer.

Inland insurance (up to loading port) in India should be on Seller’s

account.

The machinery and equipment from the port of loading to the site will
be on buyer’s account. The Seller shall ensure prompt dispatch of the
invoices and packing list in order to facilitate insurance.

The Seller shall intimate by facsimile or e-mail to the Buyer, the name
of the vessel upon which any or all goods are transported to
Banapole together with the approximate date of departure from the
port of shipment and the estimated date of arrival in Banapole well in
advance, in order to enable the Buyer to effect insurance on the goods
shipped with the insurance company.
n) Packing : Export standard packing.
The Seller will make the following marking on visible places of each
box, parcel, container and the goods without packing.
i) Case number
ii) Invoice number
iii) Gross weight
iv) Measurement (Overall dimensions)
v) Country of origin
vi) Mark in indelible ink mentioning Buyer’s name

In addition to the standard appropriate shipping marks, the shipping

marks should be properly made on all packages, as per packing and
marking instruction mentioned in the L/C.
The following documents will be presented to Buyer by the Seller on
shipment the equipments from the port of dispatch:
i) Bills of Exchange
ii) Signed Original invoices (3 copies)
iii) Packing list 1 Original and 3 Copies
iv) Certificate of Origin
v) Full set original shipped on board Bill of Lading
vi) Certificate that machinery is reconditioned and free from all defects
vii) A copy of letter evidencing that full set of non negotiable
documents have been sent by Seller to Buyer

o) Installation & : The Seller will send their Expert to Bangladesh for supervision of
Commissioning Erection & Installation and commissioning of the equipments and
ensure compliance with the performance capacities.
The Seller will send their expert within 15 -20 days after receipt of
confirmation from the client in writing that the goods arrived at site
and all local works are completed as per instruction of supplier and
ready for installation and commissioning.
All types of ticket expenses , food, and accommodation of the expert
team will be borne by the Buyer during installation & commissioning
period in Bangladesh.
During the installation and commissioning period buyer shall arrange
the local transport from the engineer’s residence to working site.
The expert of Seller will handover the plant to the client in a
satisfactory trouble free running condition for operation at rated
capacity so that the client can operate the machine with the local
technicians.

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 As per standard the expected duration for the supervision of
installation, commissioning and training is 01 months. Seller will send
2 nos. experts for the supervision of installation, commissioning and
training.

p) Training : After completion of commissioning work the Seller will train up local
people to make them efficient to run the machine with a satisfactory
performance. So that local people can manage the machine after the
technician of the supplier leaves.
q) Performance Test & : Performance Guarantee shall be confirmed through the performance
test to be conducted by the Seller. During this testing time seller has to
ensure rated capacity and satisfactory performance of every supplied
machineries.
r) Taxes, Duties & : The seller will pay any and all taxes and all charges inside India that
Bank Charges any authority therein or thereof may levy on or in connection with this
agreement on the sales of the equipment purchased hereunder.
The Buyer shall pay any and all taxes and all charges including
custom duty and bank charges in Bangladesh.

s) Language : All documents given or served under or in connection with the contract
shall be in English Language

t) Arbitration : Any dispute arising between the parties out of or in connection with
this contract shall first be settled through negotiations done in good
faith with a view to reaching an amicable settlement.

In the event that the dispute mentioned above cannot be settled

Try to Correct this portion
amicably, such dispute shall be settled by arbitration in China /
Singapore through two arbitrators, one of whom shall be appointed by
the Buyer and one by the Seller. Should the arbitrators fail to agree,
then the dispute shall be refer to an umpire nominated by the
arbitrators.
The language of the arbitration shall be in English language. The
International law shall apply.

u) Price Validity : upto..................2018

v) Other terms : i) The Seller will be responsible for supplying machine, layout
drawing and will provide all other technical assistance required for
erection and installation of above plants
ii) All machinery & equipments must be in export quality and
language in English.
ii)The Seller should provide all catalogues , service manual,
Spare parts lists, drawings and related document of equipment
in English version.
iii ) Buyer will provide the drawing of the site to the seller for the
seller’s confirmation.
iv ) The buyer will be responsible for all civil, mechanical and
electrical work and arrangement of machinery/equipment/tools/
tackles, Electricity / Power, wiring and other jobs related with the
above plants during installation & commissioning as per seller’s
instruction.

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 ENCLOSURES:
1) Annexure - 1 : Proforma Invoice
2) Annexure - 2 : Machine’s descriptions

3) Annexure - 3 : Reconditioning Works descriptions

4) Annexure - 4 : Perfomance Guarantee of three Separatos.

Buyer: Seller:
Represented by Represented by

_______________________ _________________________________

Witness: Witness:

_______________________ _______________________

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