7.

AN EXAMPLE OF A SUPPLY CONTRACT TO DELIVER AND INSTALL

MACHINERY (BILINGUAL):
7.1. The English version of the contract
CONTRACT NO 10/NAP7
By and between
Name : The Vietnam National Complete Equipment and Technics
Import Export Corporation (Technoimport)
Address : 16-18 Trang Thi Hanoi/ S.R. Vietnam
Telex : 411230 (TECHNO VT)
(hereinafter called "the Buyer") on the one hand
And
Name : Danbrew Ltd.
Address : Rahbeks Alle' 21
DK-1801 Frederiksberg C
Denmark
Telex : 16124 (DBREW DK)
(hereinafter called "the Seller") on the other
The present contract has been today entered into on the following terms and
conditions:

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 CONTRACTUAL DOCUMENTS

Article 1 Object of the contract and Scope of Supply

Article 2 Contractual Documents
Article 3 Obligations of the Seller
Article 4 Obligations of the Buyer
Article 5 Conditions and Time of Delivery
Article 6 Packing and Marking
Article 7 Prices and Payment Terms
Article 8 Penalties for Delivery Delay
Article 9 Inspection before Delivery
Article 10 Guarantee
Article 11 Erection, Performance Test and Acceptance
Article 12 Import/Export Licences
Article 13 Arbitration and Applicable Law
Article 14 Force Majeure
Article 15 General Conditions
Article 16 Coming Into Force of the contract
Article 17 Legal Addresses of the Parties

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 Article 1:
Object of the contract and scope of supply

1.1. Object of the Contract

The object of this Contract is to establish a complete brewery plant with
bottling facilities in Nghe An Province, SR Vietnam with the hours/day and
241 working days/year for brewhouse and in accordance with the technical
specifications and lists of equipment, spare parts and materials/supplies, etc.
specified in the annexes attached to this Contract
1.2. Scope of Supply
The Seller undertakes to supply the following:
1.2.1 Processing equipment, auxiliary equipment, fittings and electrical
equipment as specified in Annex 3.
1.2.2. Spare parts for two year operation for all the equipment and
machines as specified in Annex 4.
1.2.3. Materials and supplies for the first months of operation as
specified in Annex 5
1.3. The Seller undertakes to supply all necessary items not mentioned in the
above annexes, but needed for normal operation of the plant and to
ensure all the guaranteed performances of the plant.
1.4. The Seller shall ensure the supply of spare parts for the plant as needed
and at least 10 years from start of the operation of the plant

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 Article 2:
Contractual documents

The following 13 annexes are an integral part of the Contract:

1. General process description
2. Specification for the beer
3. List of equipment and machinery
4. Spare parts
5. Materials and supplies
6. List of the Seller's personnel and Buyer's personnel
7. Technical documentation
8. Implementation schedule for delivery, erection, commissioning and
operation.
9. Specimen of Letter of Guarantee issued by the Seller's bank
10. List of Buyer's supply
11. List of consumption figures per hl beer
12. Supervision services and training of the Buyer's personnel
13. Buyer's trade mark - Trade mark reference and use

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 Article 3:
Obligations of the seller

3.1. The Seller shall be responsible for the project concept, designing and
technical documents to be supplied to the Buyer. These documents are
specified in Annex 7 and shall be supplied in 5 copies of each kind of
document.
3.2. The Seller supplies equipment, materials and spare parts for the project to
CIF Danang port as per scope of supply mentioned in Annex 3.
3.3. The Seller shall deliver the equipment, materials and spare parts in
conformity with standards and specifications mentioned in Annex 3, to
Danang Port on CIF basis as per Article 5 of the present Contract.
3.4. The Seller shall provide all instructions necessary for the construction of
the plant building as per Annex 7.
3.5. The Seller shall undertake to conduct and supervise the erection of
equipment and to carry out the test run, commissioning and operation of
the plant as per Article 11 of the present Contract.
3.6. The Seller shall undertake to train the Buyer's personnel as specified in
Annex 6 of the Contract.
3.8. The Seller shall supply to the Buyer without any extra charge equipment or
machine parts or carry out replacement or repair, if necessary, in order to
complete his obligations, provided that such supply, replacement or repair
are not the obligations of the Buyer under this Contract.

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 Article 4:
Obligations of the Buyer

The Buyer undertakes:

4.1. To provide the Seller with basic and necessary data and documents
related to the plant for the latter's designing and working out of the list
of equipment and materials to be responsible for the correctness of the
documents
4.2. To apply for import license and other necessary permits for the
construction and production of the plant
4.3. To complete the construction of the plant building in conformity with
the technical requirements of the plant
4.4. To supply equipment for erection (cranes, scaffolding tackles, etc.),
general tools and consumables for erection of the plant delivered by the
seller (for welding, grinding, head-cutting, etc.)
4.5. To apply for necessary permits for the Seller's Specialists and their
family, if any, to come to Vietnam working for the plant, including
entry visa, temporary stay and working permit
4.6. To supply to the Seller, at Seller's request, manpower, materials
necessary for erection, the test run and commissioning of the plant as
per Annex 10
4.7. To bear transport cost for the equipment, materials and spare parts
supplied under the present Contract from Danang to the plant site,
including port customs fees

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 Article 5:
Conditions and time of delivery

5.1. The Seller shall deliver equipment, materials and spare parts mentioned
in Annex 3 and Annex 4 and technical documents mentioned in Annex
7 of the Contract in accordance with the dates mentioned in Annex 8
5.2. Delivery of the equipment materials and spare parts is to be made on the
basis of CIF Danang port, SRV (in accordance with the INCOTERMS
of 1953, Edition 1990)
The Seller shall try to avoid transshipment. If this is impossible, the Seller
shall inform the Buyer thereof and make suitable arrangement. The Seller is to
bear and pay all costs, fees, taxes and expenses regarding the transportation of
the goods to Danang port, SRV. The goods shall be insured from the Seller's
warehouse to the Buyer's warehouse at Danang port
The vessels carrying the goods supplied under the Contract shall comply with
the following conditions:
Such vessels have been in use for not more than 15 years or must be classified
as first class for ocean going ships by one of the international classification
societies as mentioned in the Lloyd's Instute classification clause 1.7.1978
Shipment in containers to be allowed
The Seller shall at least two weeks before shipment inform the Buyer by cable
or telex of compliance of the vessel with the foregoing and nationality thereof
The Seller shall in favour of the Buyer insure the equipment materials and spare
parts shipped under the Contract 110% (one hundred and ten per cent) of the
CIF contract value in accordance with Lloyd's Institute Cargo Clause (all risks)
payable in the currency stated in the Contract with a reputable insurance
company
5.3. The equipment shall be delivered with full accessories and spare parts in
accordance with the delivery schedule to ensure the erection and testing
of the project on time and in the most rapid and rational manner
5.4. The date of the relevant clean on board Bill of Lading is considered as
the delivery date of the goods. In case of airfreight of the technical
documents the airway bill will replace the ocean Bill of Lading and the
date of the airway bill is considered as delivery date for technical
documentation

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 5.5. The Seller shall notify the Buyer by cable or telex 10 (ten) days prior to
shipment of the goods. The contents of notification shall be as follows"
- Contract number
- Port of shipment
- Scheduled delivery date
- Value of the goods to be shipped
- Number of cases and/or containers
- Total gross weight
- Total volume
- Other information and/or instructions
The contents of the above cable or telex shall be confirmed by registered letter
within 10 (ten) days after dispatching of the cable or telex
5.6. The Seller shall notify the Buyer by cable or telex of the shipment
within 5 (five) days after the sailing date of the vessel from the port of
shipment
The contents of such cable or telex notification shall be as follows:
- Contract number
Confirmation and/or variation, if any, of the telex under paragraph 5.5
- Item number of equipment and materials shipped in accordance with
Annex 3
- Number of cases and/or containers
- Total net/gross weight in kg of each container or case
- Total volume in m 3
- Note concerning the cases of over-dimensioned and over-weighed
equipment such as from 10 (ten) tons and more in weight and/or
from 10 (ten) meters in length and/ or from 3.2 meters in height
and/or from 2-8 meters in width.
- Total value of the goods delivered
- Date and number of Bill of Lading
The above mentioned cable or telex notifications shall be confirmed by
registered airway letter which shall be sent to the Buyer within 3 (three) days
after the date of dispatching the cable or telex

136
 5.7. Within 10 (ten) days after the sailing date of the vessel the Seller shall
send to the Buyer's address by courier service the following documents:
- Commercial invoice: 4 copies
- Clean on board Bill of Lading: 4 copies
- Packing list: 4 copies
- Inspection report: 3 copies
- Certificate of Quality: 3 copies
- Certificate of Quantity: 3 copies
Besides one set of packing lists, kept in a strong and waterproof envelope, shall
be sent through the captain of the vessel
5.8. In case of delivery by air the Seller shall inform the Buyer by cable or
telex 10 (ten) days before dispatching the goods of the number of
Contract, the expected delivery date, place of dispatching, description
of the relevant goods and its quantity
5.9. The Seller undertakes to advice the buyer by cable or telex on the same
day of dispatching of the relevant goods the following:
- Number and date of Contract
- Number and date of airway bill
- Name of air transport company and flight number
- Description of the goods
- Number of cases
- Net/gross weight
The Seller shall send to the Buyer, together with the goods, all necessary
transport documents such as copy of airway bill and packing list to ensure a
safe receipt of the goods at the airport of destination
5.10. The Seller shall be responsible for any damage and/or any additional
expenses caused by the absence of the above mentioned notification.
5.11. All expenses related to the notification as well to obtaining and
dispatching of all documents as mentioned in this Contract shall be
borne by the Seller
5.12. On deck storage shall be allowed for items which according to
international commercial customs are not or cannot be stowed under
deck

137
 5.13. After the arrival of the goods at the port of destination the Buyer has
the right to entrust the inspection of quantity and/or quality to the
"Vietnam Superintendence and Inspection Company -
VINACONTROL" with respect to the goods the packing of which is
damaged or defective. This inspection shall be done by.
VINACONTROL itself
A report thereof shall be issued by VINACONTROL as an evidence for making
a claim against the Seller
A Seller's representative can be present at the inspection. In case there are
damages and losses of the goods during the transportation, loading and
unloading which are not imputable to the Seller. The Buyer, in the period of
insurance, shall invite VINACONTROL to inspect the said goods and supply
the Seller with claim documents concerned enables him to make claim against
the carrier or insurance company and to re-supply at his own expenses. The
Buyer with the replacement goods on the conditions stipulated in his Contract
within 6 (six) months from the date of receipt of claim documents supplied by
the Buyer
Claim documents shall consist of:
- COR (Cargo Outturn Report)
- ROROC (Report on Receipt of Cargo)
- Survey report
- Bill of Lading
- Packing list
- Other necessary documents

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 Article 6:
Packing and marking

6.1. The equipment and spare parts are to be shipped in export sea packing
covering the requirements of each particular type of equipment and
climatic conditions in the SR Vietnam
6.2. The packing is to secure full safety of the goods from any kind of
damage and corrosion during transportation by sea, railway and
combined transport taking into account transshipment, if any, during
transportation and proper long storage conditions in the SRV (with
maximum time of 10 months)
6.3. The packing shall be suitable for bring loading by crane, autocars,
trucks and manually in so far as the weight and volume of individual
packages allow
6.4. Before packing all machine parts of equipment and spare parts are to be
protected with anti-corrosion coasting to prevent them from any damage
and corrosion in transportation and to ensure a 10 months time storage
in the Buyer's country
6.5. The Seller shall be responsible for any damage or breakage of the goods
that is caused by initially poor packing or for corrosion which is due to
initially improper or insufficient coating
6.6. Every case or crate is not to exceed the following dimensions:
- Length: 10,000 mm
- Width: 3,000 mm
- Height: 3,200 mm
In any case weight is not to exceed 20 tons for each container or case; in case of
containers the dimensions of the same will be standard ones of 20 feet
6.7. Tubes, pipes and sectional steel or similar materials which due to
international practice could be delivered without packing shall be
bundled tightly according to sizes in order to avoid breaking during
transportation, transshipment and confusion upon arrival at the plant
site in Vietnam
6.8. The packing list will contain the following information:
- Contract number
- Item number (according to Annex 3)
- Weight (net/gross)

139
 - Case dimensions in cm
- Name of Consignor and Consignee
6.9. The cases in which the equipment and spare parts are packed are to be
marked on 4 sides: on the top of the case and on 3 adjacent sides.
6.10. The marking shall be clearly made with black indelible paint in
English as follows: (Words and figures not less than 10 cm in size if
the dimensions of the package permits).
- Consignee: TECHNOIMPORT HANOI
S.R. Vietnam
- Contract No.:
- Net/gross weight in kg:
- Volume in m3 :
- Case dimensions in cm:
- Case number:
- Item number (according to Annex 3):
- Consignor: DANBREW/DAN
- Port of shipment:
- Port of destination Port of Danang
S.R Vietnam

10/NA/P7
- Transport mark: TECH/DAN
The same marking will be applied to airfreight
6.11. All cases which need special handling must have and additional
marking: "With care", "Top", "Do not turn over" as well as other
indications if specified handing or a particular case is required such as
sling point and center of gravity
6.12. A waterproof envelope containing a copy of the packing list shall be
fastened to the external side of each case. The envelope is to be
covered with a metal plate which is either nailed to the case or firmly
fixed to the metal part of the equipment. Another copy of the packing
list is to be put into the case together with the equipment
6.13. The Seller is responsible for additional transport and storage expenses
as well as for damage to the goods due to the despatch of the
equipment to wrong address caused by the initially insufficient or
incorrect marking

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 Article 7:
Prices and payment terms

7.1. The total value of the Contract is as follows:

Equipment, spare parts
Documentation materials D E M x,000,00
Supervision and training D E M xxx,000
Freight and insurance D E M xxx,000
Grand total price D E M x,000,000

7.2. The above grand total price is understood CIF Danang port S.R. Vietnam
and its firms and not subject to any alteration.
7.2.1. Packing will be made in 20 foot one-way containers except big items
which cannot be put into the containers.
7.3. Price list
Item No Price
1.0 Malt handling equipment D E M xx,000
1.1 Malt mill
1.2 Malt grit bin, elevators, conveyors
1.3 Dedusting and cleaning system
1.4 Control panel
1.5 Rice mill and handling equipment supplied by the Buyer
2.0 Brwewhouse D E M xxx,000
2.1 Mash/Wort kettle
2.2 Adjunct kettle
2.3 Lauter tun
2.4 Whirlpool
2.5 Hot water tank
2.6 Pump, pipes and fittings
2.7 Control panel

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 Item No Price
3.0 Wort handling D E M xx,000
3.1 Wort cooler
3.2 Wort aeration
4.0 CIP station D E M xx,000
4.1 Hot CIP plant
4.2 Cold CIP plant
5.0 Fermenters D E M xxx,000
5.1 9 x Cylindro-conical fermenting/storage tanks
5.2 Temperature control system
6.0 Yeast storage tanks D E M xx,000
6.1 2 x Yeast storage tanks
6.2 Yeast pump
7.0 Filter plant D E M xx,000
7.1 Filtration pump
7.2 Kieselguhr filter
7.3 Trap filter
8.0 Bright beer tanks D E M xxx,000
8.1 2 x Bright beer tanks
8.2 Temperature control system
9.0 Bottling line D E M x,000,000
9.1 Crate conveyor
9.2 De-packing table
9.3 Bottle conveyor
9.4. Bottle washer
9.5 Bottle filler/crowner
9.6 Pasteurizer
9.7 Labelling machine
9.8 Packing table

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 Item No Price
9.9 Inspection
9.10 Lubrication
9.11 Control system
9.12 Production control
10.0 Utility plant:
10.1 Cooling plan D E M xxx,000
10.2 Compressed air dryer D E M xx,000
10.3 CO2 recovery plant D E M xxx,000
10.4 Steam boiler plant D E M xxx,000
10.5 30 cylinders filled with argon gas Free of charge
11.0 Process, mechanical and electrical
installations D E M xxx,000
11.1 Pipes, pump, fitting, etc.
11.2 Main switchboard and cables
12.0 Laboratory equipment D E M xx,000
13.0 Spare parts D E M xxx,000
14.0 Raw materials D E M xxx,000
15.0 Packing one-way containers D E M xx,000

Total FOB price, brought forward to page D E M x,000,000

Carried forward from page D E M x,000,000
Supervision/Commissioning D E M xxx,000
Insurance D E M xx,000
Grand total CIF Danang port D E M x,000,000
7.4 Payment Terms
Payment for the grand total price as stipulated in article 7.1 shall be effected as
follows:
7.4.1 Down payment of 15% (fifteen per cent) of the grand total price,

143
amounting to DEM xxx,000 will be paid by T.T. remittance within 60 days
from the signing of the Contract against Seller's presentation of the following
documents:
a. The Seller's original invoice in 5 copies
b. An irrevocable Bank Guarantee as per Annex 9-issued by the
Seller's Bank-in favour of the Buyer
7.4.2 For 85% (eighty-five per cent) of the grand total price, amounting to
DEM x,000,000, the Buyer shall arrange that the Bank of Foreign Trade
of Vietnam (Vietcombank) issues an irrevocable Letter of Credit payable
at sight in favour of the Seller, confirmed by the Seller's bank within 60
days (sixty days) from the date of signing the Contract.
The said Letter of Credit shall be advised by telex on cable (full wording) to the
Seller's bank
The Letter of Credit shall be valid as follows:
75% (seventy-five per cent) of the grand total price, amounting to DEM
x,xxx,000, until 18 months after opening of the Letter of Credit
10% ten per cent) of the grand total price, amounting to DEM xxx,000, until 18
months after opening of the Letter of Credit
7.4.3 The payment of the above total amount shall be made as follows:
75% (seventy five per cent) of invoice amount of each shipment, i.e. not
exceeding DEM x,xxx,000 payable against presentation of the following
shipping documents:
1. Signed commercial invoice, 2 originals and 2 copies
2. Clean shipped on board Bill of Lading marked "Freight prepaid" made
to order and blank endorsed full set of originals and 2 copies
3. Packing lists, 3 originals and 2 copies
4. Inspection report issued by the Seller, 3 originals and 2 copies
5. Certificate of Quality issued by the Seller, 3 originals and 2 copies .
6. Insurance policy or certificate in duplicate endorsed in blank for 110%
of the CIF value in accordance with Lloyd's Institute Cargo clause (all
risks) showing claims payable in the same currency as the Letter of
Credit
7. Copy of Seller's Notice of Shipment, 3 copies

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10% (ten per cent) of the grand total price, amounting to DEM xxx,000 payable
after commissioning of the plant against presentation of
1. Signed commercial invoice 2 originals and 2 copies
2. Acceptance Certificate confirming commissioning has taken place
signed by representatives of Buyer and Seller
However in any event this instalment shall be available to beneficiaries 17
months from opening of the Letter of Credit:
1. Signed commercial invoice in 2 originals and 2 copies
2. Beneficiaries simple receipt
7.5 The seller shall within 30 days from the signing of the Contract obtain an
irrevocable Bank Guarantee Securing the 15% down payment as per article
7.4.1. The Bank Guarantee is to be issued by the Seller's bank with the
Content as Annex 9 of this Contract
7.6 All expenses charges and commissions in Vietnam will be borne by the
Buyer. All banking charges and commissions outside Vietnam shall be
borne by the Seller
All expenses and charges related to any prolongation and/or modification of the
above mentioned Letter of Credit shall be borne by the faulty part

145
 Article 8:
Penalties for delivery delay

8.1 Should the Seller, due to reasons solely imputable to him, fail to deliver
all kinds of equipment, materials and spare parts on the dates stipulated
in the delivery schedule (Annex 3) the Seller is to pay to the Buyer
liquidated damages for delivery delay as follows:
At the rate 0.5% for each full week of delay from the end of the expected
delivery date stipulated in the delivery schedule. The total sum of liquidated
damages for the equipment, materials and spare parts shall, however, not
exceed 5.5% of the value of the equipment and/or materials delayed
8.2 The above rates of the liquidated damages are not to be reduced or
increased by arbitration
8.3 The liquidated damages will be paid by the Seller against the Buyer's
invoice within two months after receipt thereof
8.4 The Seller is not to be relieved from his obligations stipulated in the
present Contract by paying the agreed and liquidated damages
8.5 If for reasons solely imputable to the Seller the delivery of equipment,
materials and spare parts is delayed by more than 3 months, the
contractual parties shall have to find out the measures to be taken for
the continuation of the Contract within one month from the last date of
the 3 months

146
 Article 9:
Inspection before delivery

9.1 The Seller shall carry out at his expenses the inspection of the equipment
at his or his sub-contractors works
9.2 The Seller shall issue the inspection report confirming that the
equipment has been manufactured in strict conformity with the terms
and conditions of the Contract and according to metric systems
9.3 Prior to shipment the Seller is to make the control assembly and the
check of the mechanical function of the most essential equipment.
Should any machine or unit be shipped in a dismantled state the Seller
is to supply, together with the equipment, at his expenses all special
means and facilities to assemble the equipment at the plant site under
the supervision of the Seller's Chief Erector
9.4 Final tests and acceptance of the equipment for operation are to be made
at the plant site in Vietnam in accordance with Article 11

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 Article 10:
Guarantee

10.1 The Seller guarantees:

10.1.1 That the supplied equipment and technical documentation will ensure
the achievement of the guaranteed performance as stated in this
Contract
10.1.2 That the supplied equipment and technical documentation as well as
automation and mechanization of the production process will be of the
latest world technical achievements for this particular type of the plant
which will be available to the Seller at the time of delivery
10.1.3 That the materials used for manufacture of equipment and spare parts,
workmanship thereof as well as technical execution and assembly
must be of high quality
10.1.4. That the supplied equipment and spare parts are brand new and are
manufactured in full conformity with the description, technical
specifications and conditions of the present Contract and is so proven
in commercial operation of the plant
10.2 If, after the fulfilment of the technical documentation or during the
manufacture of the plant equipment a technical modification or
improvements become known and available to the Seller, the Seller
shall submit to the Buyer free of charge the comprehensive technical
documentation and supply these in manufacture after receiving the
Buyer's written consent
10.3 The guarantee period for the plant, provided that all operating manuals
and all instructions supplied as stipulated in this Contract are
observed, shall be 12 months from the date of signing Performance
Acceptance Certificate but not later than 20 months from the date of
last shipment
This period will be extended accordingly if the plant operation has been
stopped due to the Seller's fault
10.4 If during the guarantee period for the plant any equipment proves to
have any defects or to be incomplete, wholly or partly, or if it is not
made in accordance with the terms and conditions of the Contr,1 :t
during the test run of the equipment, the Seller undertakes, at the
Buyer's request, to eliminate the detected defects without any delay

148
 within a reasonable period agreed upon between the parties for such
elimination and without any additional payment on the Buyer's party.
The Seller is to revise or replace the technical documentation and/or
repair or replace, at the Seller's cost, the defective or incorrect
machines, equipment or spare parts thereof
10.5 All expenses related to delivery of the relevant machines, equipment or
spare parts for such replacement on delivery basic of CIF Danang
shall be borne by the Seller, the guarantee period for the replaced or
repaired machines, equipment or spare parts is 12 months from the
date of start of operation
The defective machines, equipment or spare parts replacement by new one (s)
may be sent back to the Seller if he requests at this expenses on CIF Danang
basic within the time agreed on by the parties
10.6 If the Seller fails to eliminate the defects claimed by the Buyer, as
referred to in paragraph 10.4, the Buyer has the right to eliminate
these defects by himself, at the Seller's expenses, without releasing the
Seller from his obligations concerning the guarantee mentioned in this
Article. In this case, the Seller is to cover actual expenses for repairs.
Any small defects, the elimination of which is urgent and does not
require the presence of the Seller will be removed by the Buyer and
notified to the Seller by cable or telex and actual expenses will be
charged to the Seller's account
10.7 If the defects as per Article 10.4 cannot be removed for the Seller's
fault, the Buyer has the right to request the Seller to replace a machine
or a piece of equipment or spare parts at the Seller's expenses on the
condition of CIF Danang
10.8 The Seller guarantees that:
a. The total production capacity will be 30,000 hl/year which will
materialize as:
- 50 hl brew batches, brewed 3 times/day, 240 days/year
- Fermentation and storage in 175 hl (gross) combi-tanks
- Filling in bottles in one shift (6,000bph, nominal capacity)
b. Product: international standard Lager beer (Pillsner type), 12 °P, 4%
alcohol w/w, bitterness approx. 21 IBU, in normal conditions of
operation
Production consumption as pet Annex 11

149
 10.9 In case the performance test is unsuccessful, the Seller is responsible to
repeat the test within 15 days. If the repeated test is also unsuccessful
a penalty of 0.75% of the total contract value for each full percentage
of the plant capacity below the guaranteed production capacity for a
full week shall be supplied. In the meantime the performance test has
to be repeated until the guaranteed capacity is achieved.
The aggregate of liquidated damages for delayed delivery (clause 8.1) plus
penalty for unsuccessful performance (clause 10.9) shall in any case not exceed
5.5% of the grand total contract price.
10.10 In case of reasons imputable to the Seller the capacity of the plant
will be lower than 94% of the guaranteed production capacity after
the repeated .performance test run, the Seller shall, at his own
expenses, modify, repair and/or replace the equipment or spare parts
concerned by suitable means within a period of 60 days in order to
obtain the guaranteed capacity. If the guaranteed capacity cannot be
obtained, both parties will meet each other to settle this matter
In case the parties cannot come to an agreement, this dispute will be submitted
for arbitration as per Article 13 of this Contract.
10.11 During operation if there is any part of equipment or machine which
is not specified in this Contract necessary for operation of the plant,
the Seller shall, at his cost, send them to the plant site within 60 days
from the receipt of the Buyer's notification
10.12 The Seller shall undertake to supply any part, equipment or machines
or spare parts at the Buyer's request and cost after the guarantee
period
10.13 The Seller guarantees that auxiliary equipment, electrical equipment
and spare parts supplied under this contract are complete and in
conformity with the operation and maintenance of the complete plant
supplied under this Contract.
10.14 In case of claim the buyer can notify the Seller at the latest within 45
days after the end of the guarantee period provided that the defect
arise during the guarantee period.
10.15 Upon termination of the guarantee period the Buyer shall issue a
letter confirming the termination of the guarantee period.

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 Article 11:
Erection, performance test and acceptance

11.1 Erection
11.1.1 Before erection packages shall be opened for checking with the
presence of the Buyer and the Seller's Site Managers. In case of
components mentioned in the packing lists are found missing or
damaged, a report signed by the Buyer's and the Seller's Managers
shall be prepared, also giving a detailed description of the packing at
the time of checking.
11.1.2 If, according to the above report, say, components are found
damaged and/or omitted and the packing is in good condition, bear
no signs of having been opened then the Seller shall repair or deliver
free of charge CIF Danang port the replacement and/or supplement
components as soon as possible.
11.1.3 In case of missing and/or damaged components caused by the
Buyer's side, then the Buyer and the Seller shall make an agreement
on the condition of delivery or replacement(s) and the terms of
payment thereof.
11.1.4 The Buyer undertakes to clear and transport, at his own expense, all
machinery, equipment and spare parts from Danang port of Vietnam
to the erection site and provide all facilities, manpower and
whatsoever necessary to carry out the erection of machinery and
equipment.
11.1.5 The erection of all the equipment supplied by the Seller shall be
carried out by the Buyer's personnel under the supervision and
technical instruction of the Seller's technical personnel (according to
Annex 6) in accordance with the manufacturing design, drawing,
specification, instruction manual, all supplied by the Seller and/or
given by the Seller's personnel. The two site managers shall agree
upon a time schedule for all erection work as well as for no-load
running test of the machines and the whole plant.
11.2 Performance Test
Within 7 days from the completion of crectio,i, which is to be certified by the
two Site Manages, the Buyer will provide all facilities, manpower, raw

151
materials, etc, according to the Seller's written request two months in advance
so that the performance test of individual or group of machines can be carried
out by the Seller's personnel as follows:
11.2.1 Capacity Test
Each machine or group of machines will run with a load continuously for
7.5 hours/day for two consecutive days under the technical conditions as
indicated in Annex 3 in order to prove that the average hourly production
is not lower than the one specified in Article 10.8 for the relevant
machine(s)
In case the guaranteed production capacity as indicated in Article 10.8
could not be achieved, the capacity test shall be repeated by Seller's
personnel and at the Sellers' costs and expenses
11.2.2 Mechanical Test
All the machinery of the plant will be loaded and run with load
simultaneously for 12 hours/day for 6 consecutive days under the
technical condition , as indicated in Annex 1 to prove the mechanical
efficiency of the machinery
11.2.3 Should one or more machines fail to accomplish with the
guaranteed performance due to the defects of machinery the
Scller undertakes to replace at his own cost the defective parts or
machine(s) in order to finally obtain the guaranteed performance
of the production capacity

152
 Article 12:
Import/export licences

12.1 The Seller shall at his expenses and risks obtain, in due time, from
respective committees of origin any necessary export license for
exportation to and utilization in SRV of the plant equipment, materials,
spare parts, technical documents and replacements, if any, and for the
purpose of the Seller's obligations of the Contract in general
12.2 All necessary export licences for the shipment shall be submitted by the
Seller to the Buyer within 30 days after the effective date of the Contract
In case export licence is not necessary for exportation to SRV of the plant
equipment, materials, spare parts, technical documents, replacement parts
instead of licence, the Seller shall submit to the Buyer a letter stating that
export licence is not necessary for the shipments
12.3 The validity of the export licence shall be longer than the time of the
Seller's obligations under this Contract by at least 60 days. The Seller
shall at his own expenses and risks prolong the validity of such export
licence by the time of any delay occurred in the execution of this
Contract
12.4 The Seller is to bear and pay all export duties and/or charges being
imposed outside SRV whether these are prevailing at the time of signing
the contract or an being levied on the exported plant equipment,
materials, spare parts technical documents, replacement parts, if any, as a
result of a new law and/or order and/or statutory instrument and the like
issued by the government or any other authority outside SRV without any
interference from the part of the Buyer
12.5 The Buyer shall at his own expenses and risks obtain any import licence
required by the authority in SRV both for importation of all plant
equipment materials spare parts technical documents and replacement
parts, if any and for the purpose of the Contract in genera)
12.6 The validity of the import licence shall be longer than the time of
execution of the Buyer's obligations under this Contract by at least 60

153
 days. The Buyer shall, at his own expenses and risks prolong the validity
of this import licence by the time of any delay occurred ir ' 1 execution
of this Contract
12.7 The Buyer is to bear and pay all customs and import duties, fees and/or
any other charges being imposed in SRV whether these are prevailing at
the time of signing the Contract or are being levied on the importation of
the plant equipment materials, spare parts, technical documents and
replacement and the like issued by the government or any other authority
in SRV without any interference from the part of the Seller

154
 Article 13:
Arbitration and applicable law

13.1 If any time, any dispute or difference should arise from or in connection
with the present Contract either party shall give to the other a written
notice of the existence of such dispute or difference. The parties, after
having received such written notice, shall in principle try to settle the
dispute or difference amicably by mutual consultation in good faith and
in good measures. If an amicable settlement cannot be reached between
the Seller and the Buyer, the dispute or difference shall be submitted to
an arbitration of the International Chamber of Commerce in Paris in force
on lst June, 20
The arbitration body shall be composed of 3 Arbitrators, two of them shall be
respectively selected by each of the contracting parties, and the third Arbitrator
(umpire), acting as Chairman of the Court, be selected by a joint decision of the
arbitration of the two contracting parties
The Umpire shall be of the nationality other than the contracting parties and of
the nationality of a country having diplomatic relations with contries of both
contracting parties
The party who desires to refer the dispute or difference to arbitration shall
notify the other party about the decision by a registered letter stating the name
and address of the subject of the dispute, date and number of the Contract
The other party shall if not otherwise agreed, in writing within 4 weeks from
the date of dispatching of the above said letter appoint his Arbitrator who may
also be the citizen of any country and shall, by registered letter, notify the first
party about the name and address of the Arbitrator appointed by him
Should the party who has received the notification of the dispute or difference
being referred to arbitration fail to appoint the second Arbitrator within
indicated period or should two Arbitrators of contracting parties fail to appoint
the third Arbitrator (umpire) within 4 weeks from the date after the designation
of the second Arbitrator, then those Anbitraters, at the request of the parties
concerned, shall be appointed by the President of the International Chamber of
Commerce in Paris, France
13.2 The award of the arbitration court shall be decided by majority vote as fast
as after the Umpire has been chosen or appointed in accordance with the
conditions of the paragraph on the basis and in accordance with the terms

155
 and conditions of the present Contract and in case of absence of
stipulations there in the French substantive law shall govern
13.3 Unless otherwise agreed any arbitration is to take place in Paris, France.
The arbitration shall be conducted in English
13.4 The award of the arbitration court shall be final and binding on the parties.
The expenses connected with the arbitration shall be borne according to
the award of the arbitration court
13.5 The dispute or difference brought to arbitration does not suspend the
performance by both contracting parties

156
 Article 14:
Force majeure

14.1 All occurrences and circumstances which happen after the present
Contract has come into force and which are due to unforeseen and
unavoidable facts of an extraordinary character beyond the will and the
control of the parties hereto and directly as much affect the execution of
the obligations under the present Contract are to be considered as cases of
force majeure. In the frame of the above mentioned the case of force
majeure are e.g: hostilities or war whether declared or not, earthquake,
fire, flood, strong storms, explosions, epidemics, general strikes and/or
other strikes officially organized by the Trade Union of the industrial
branch concerned and other natural disasters
The following cases shall not be considered as cases of force majeure: technical
accidents in fabrication (rejection of defective casting, rectification after the
defect), shortage of personnel, of raw materials, of means of transport and of
energy, delay and/or failure of the Seller's sub-contractors, the local strikes not
organized by the above mentioned Trade Union, breakdown and stoppage of
the work
14.2 The party claiming relief from performance of an obligation under the
present Contract due to force majeure shall notify the other party thereof
by cable or telex immediately but not more than 10 days after the
beginning and cessation of force majeure. This cable or telex notification
containing proof of the occurrences, nature of such circumstances and
their commencement and termination date. Consequences shall be
confirmed by registered airmail letter within 10 days after the date of
dispatching of the said cable or telex. Such letter shall be certified by a
relevant Chamber of Commerce (and Industry) attesting the existence,
duration and correctness of the notified circumstances
14.3 At any time during the continuance of the present Contract, if either party
is unable to perform totally or partially any obligation under this Contract
because of any circumstances of force majeure as defined herein above
and said force majeure has been notified correctly as agreed upon, the
party claiming relief from performance of their obligations under this
Contract due to force majeure shall be excused for delays in their
performance of the obligations and shall automatically be extended for a
period equivalent to the period of the delay caused by the force majeure

157
14.4 If the formalities mentioned paragraph 14.2 are not observed, the months
claiming to be affected by force majeure shall forfeit his right to claim
relief from performance of his obligations due to said force majeure
14.5 If the said force majeure continues for more than 3 consecutive months,
then both contracting parties shall during the 4th month confer with one
another and decide the steps to be taken in order to prevent further delays
14.6. In the event of no agreement is reached between both contracting parties
within that month or if due to force majeure the delay continues more
than 5 months the two parties shall meet again in order to find out a final
solution

158
 Article 15:
General conditions

15.1 All Annexes mentioned in and attached to the present Contract are
integral parts of this Contract
15.2 All amendments and addenda to the Contract are valid only when in
writing and signed by both contracting parties
15.3 The Seller warrants to the Buyer that he is in the possession of complete
rights for relevant patents and inventions for the equipment technical
documents, technological processes, knowledge and experiences to
submit them at the Buyer's disposal so that the subject of the control
should be freely used for the purpose intended that third parties did not
include any organization or individual of the SRV Vietnam
In case any claim is made lay third parties upon the Buyer or his Clients in
SRV Vietnam based on such infringement the Buyer shall immediately notify
the Seller of such a claim and the Seller shall at his expenses and risk take
measures to settle this claim
15.4 After signing the Contract all previous verbal and written agreements are
nul and void
15.5 All taxes and other duties due to performance of this Contract shall be
borne by the Buyer if incurred in Vietnam and shall be at the Seller's
charges if incurred in other countries
15.6 Any claim arising from implementation of this Contract can only take
place after coming into force of this Contract
15.7 All claims under the present Contract shall be made in writing and sent by
registered airmail letter. The date of such registration at the post office
shall be considered as the date of introduction of such claims. The reply
to such claims shall be given immediately not later than 30 days after the
receipt. In urgent cases the claims should be done by cable or telex and
be confirmed in written form as outlined in this paragraph
15.8 The Seller and his Specialists shall keep in secret all drawings data
information furnished or given by the Buyer and/or taken by themselves
during their stay in the Buyer's country
The Seller and his Specialists shall not have the right to divulge the drawings

159
data, information and documents (including the content of this Contract)
connected with this object to any third party. However, the authorities and
banks concerned shall not be considered as third party
The Buyer and his personnel shall not have the right to divulge the drawings
data, information and documents (including the content of this Contract)
connected with this object to any third party. However, the authorities and
banks shall not be considered as third party
15.9 The Seller shall be liable for loss and damage to property other than the
contracted plant as well as for Specialists injury, including death caused
by negligence of the Seller's Specialists within the scope of his public
liability insurance which depends on the concrete cases
15.10 The Seller shall not be responsible for any indirect losses

160
 Article 16:
Coming into fore of the contract

The Contract is subject to both Buyer's and Seller's confirmation within 40 days
from signing of the Contract
The Contract comes into force when the Seller has received both the 15% down
payment and the Letter of Credit

161
 Article 17:
Legal addresses of the parties

17.1. The legal address of the Buyer is:

Vietnam National Complete Equipment and Technics Import Export
Corporation (TECHNOIMPORT)
16-18 Trang Thi
Hanoi
S.R Vietnam
Phone No: 53776,54974
Telex No: 411230 (TECHNOIMPORT)

17.2. The legal address of the Seller is:

Danbrew Ltd.
Rahbeks Alle'21
DK - 1801 Frederiksgerg C
Denmark
Phone No: + 45 31 21 9 18
Telex No: 16124 (DBREW DK)
This Contract is made in four copies, three for the Buyer and one for
the Seller.
Signed in Hue on 10-8-20...
For the Seller: (signed) O.Danbrew.
For the Buyer: (signed) Le Vuong.

162
 ANNEX 1
GENERAL PROCESS DESCRIPTION

Product: The beer to be produced is Lager type beer of 12 °P

Raw materials: Malt, 70%
Rice, 30%
Hop pellets
Consumption
For one batch of 50h1 cold wort the following amount of raw materials is
consumed:
Mail (76% extract as is) : 600.0kg
Rice (80% extract as is) : 250.0kg
Hops (7% acid as is) : 4.6kg
50kg malt and 250kg rice are milled in the rice mill and mixed, with 12.5 hl
water in the rice kettle at 50 °C. The content is heated to 75 °C and a pause of 10
min, is kept, then the content is heated to 100 °C and boiled for 30min
In the meantime 550kg malt is milled through the malt mill and mashed in the
wort/mash kettle with 17.5 hl water at 47 °C. The content from the rice kettle is
now pumped to the wort/mash kettle and the temperature of the mixture is
thereby increased to 67° C. This temperature is kept for 6 min and the mash is
then heated to 76 ° C and kept for 5-10 min until negative iodine reaction
The total mash is transferred to the lauter tun where the clean wort is separated
from the spent grains. After drawing off the first wort the grains are now
sparged with water of 76 ° until the gravity in the wort kettle is around 10 -
11 ° P. Total amount in the wort kettle should be around 55 - 58 hl. During
sparging the heating up of the wort kettle has been started and when the kettle
is full the temperature is 100 °C
The hops are added boiling continuously for approx 90 min. Until the gravity is
12 - 12.5° P. The spent grains from the lauter tun is emptied in a small trolley
and thereafter sold to the farmers as cattle feed
When the wort boiling is completed the wort is pumped to the whirlpool where
the hot trub is separated

163
After 30 min. rest in the whirlpool the wort is pumped through the wort cooler
from 94° to 10° C in one hour. The cold wort is aerated by approx. 35 ml air/ itre
wort. The aerated wort is sent to one of the fermented (combinetanks) which
can contain 3 brews, i. e. 150 hl net. With the first brew to a tank all the yeast
required for three brews is injected, i. e. 150 litres. The yeast is kept in two
yeast storage tanks with cooling jackets and agitators and can be reused up to
10 times. Each time the yeast is used in a fermented the amount doubles. The
excess yeast can be treated with 2% propionic acid and sold to the farmers as
pigs' feed
The wort now in the fermented will start fermenting and the temperature is
allowed to increase to about 16 ° C and the pressure to 1.3 - 1.5 bar where it is
then kept automatically. After 4 days the beer is end-fermented. It is then kept
for 48 hours at 16° C in order to reduce the diacetyl to less than 0.15ppm (mg
per kg) before cooling down in the tank till -1 °C is initiated. As soon as the
cooling is started the yeast will sediment and it is then immediately taken out
and pumped to one of the two yeast storage tanks. When the beer in the
fermented has reached -1 ° C it is kept there for 1-2 days. Before the beer is
pumped to the kieselguhr filter, the final sediment in the tank, approx. 1 hl, is
drained. The beer filtration takes place in a kieselguhr filter and a trap filter.
The beer is checked for taste and CO2 before it is released for filtration
The filtered beer is lead to the two bright beer tanks into which it is filled under
CO2 counterpressure of 1.2 bar. When the beer has been tested for CO2 taste
and turbidity it is released for filling
The filling line comprises equipment for filling of bottles.
The bottling equipment is suitable for handling of 0.51tr. returnable bottles with
a nominal capacity of 6,000bph
Returned bottles are manually unpacked and then conveyed to the automatic
bottle washer where they are cleaned with caustic soda and water
The cleaned bottles are visually inspected and then sent to the filler/crowner
where the beer is filling in and the crown cork applied. The full bottles are now
sent to the tunnel pasteurized where the beer is gently pasteurized
The bottles out of the pasteurizer are inspected for any leakage before they are
conveyed to the labelling machine where a body label is applied. The labelled
bottles are now manually packed in crates and sent to the full bottles
warehouse.

164
Sanitation
The brewing equipment is cleaned by a CIP plant using recovered water for
first rinse and caustic soda and acid for cleaning following by clean water rinse
Utilities
Water of good quality is available from the town supply and the main line to be
the brewery and in the brewery will be local supply
A hot water tank is included for recovery of hot water from the wort cooling
The cooling plant comprises two NH3 compressors which via a heat exchanger
produce glycol water of -4°C to -5° C which is then used for wort cooling, yeast
storage tank cooling and fermenting tank cooling
The steam is generated in a steam generator and supplies the brewhouse, the
filling line and the CIP plant
Compressed air is generated by an air compressor and is used for wort aeration,
emptying of fermenters and for automatic valves
CO2 recovery is included and it will be possible to recover 60 tons CO 2 per year
of which 20-30 tons will be consumed by the brewery whereas the rest can be
sold for various purposes, i. e. welding and soft drinks carbonation
Power is available from the authorities as 3 x380 V + 0 + earth and the brewery
will be equipment with a main distribution board with fuses and breaks as well
as local operation panels for each department
The automation is based on manual operation of the brewhouse and beer
processing but automatic temperature control for brew vessels, wort cooler and
fermented
The cooling plant, steam plant, air compressor and CO 2 recovery plant are all
fully automatic
For the filling line each machine is automatically regulated for temperature
control and stops.
Laboratory Equipment
The most basic equipment is included like CO2 Gehaltemeter, hazemeter,
platometers, thermometers, pH meter and various glassware and alcohol testing
equipment

165
 ANNEX 2

SPECIFICATION FOR THE BEER

Original extract, °P : 12.0 + /-0.2

Real degree of fermentation, % : 67 + /-3
Colour, EBC : 7 + /-1
pH : 4.2 + /-0.2
Bitterness : 21 + /-3
Haze at arrival, EBC : 0.7
VDK, ppm : _. 0.15
CO2 , w/w : 0.50 + /-0.03
Alcohol, w/w : 4.0 + /-0.2

166

LIST OF EQUIPMENT AND MACHINERY
1.0 Malt Handling System
1.1 Malt mil
1.2 Malt grits bin.
Elevators and conveyors
1.3 Dedusting and
cleaning system
1.4 Control panel
1.5 Rice mill and handing.
2.0 Brewhouse Plant
2.1 Mash/Wort kettle
2.2 Adjunct kettle
2.3 Lauter tun
2.4 Whirpoll plant
2.5 Brewing liquor tank
2.6 Pumps, pipes, fittings
2.7 Control system
ANNEX 3
Origin Description
BRD 4 roller malt mill, 600/800 kg/h
DK Grits bin, 800kg, milt steel
DK Elevators, 1,000kg/h, mild steel.
DK Malt pre-cleaner, ventilator and cyclone,
mild steel.
DK With pushbuttons for start/stop, painted
steel
Buyer supply
BRD/DK 79 hl gross volume, insulated stainless
steel vessel with heating jacket, internal
wort boiler 3.2m 2 and agitator
Vessel diameter: 2,500mm
BRD/DK 24 hl gross volume, insulated stainless
steel vessel with heating jacket and
agitator.
Vessel diameter: 1,400mm
BRD/DK 67 hl gross volume, stainless steel.
Vessel diameter: 2.0m
74 hl gross volume, stainless steel.
DK 100 hl hot water tank, 80 °C, stainless
steel with heating jacket
BRD/DK For product and water, centrifugal pumps,
water mixer valves, etc.
BRD/DK Control panel with pushbuttons for
start/stop of motors, indicative mimic
diagram, stainless steel.
167
 3.0 Wort Handling Equipment

3.1 Wort cooler DK 50h1/h plate cooler, stainless steel

3.2 Wort aeration DK Wort aerator, 3001trih, stainless steel

4.0 CIP Station

4.1 Hot CIP plant DK 3004. vessel with combined wort and CIP
pump, stainless steel
4.2 Cold CI plant DK 2 x 5001tr. + 8004. Stainless steel vessells,
centrifugal pump, control panel for CIP
programmes.

5.0 Fermentation and Storage Tanks

5.1 Cylindro- conical fermenting and
storage tanks
5.2 Temperature control
6.0 Yeast Storage Tanks
DK 9 x stainless steel tanks with cooling
jackets and insulation, combiarmature
for pressure control, top flange with
vacuum valve, safety valve, CO2/CPI
pipe, spray ball. Design pressure: 2 bar.
Gross volume: 175h1
DK Automatic thermostatic control system in
painted steel box

6.1 Yeast Storage tanks DK 2 x stainless steel tanks with cooling

jacket and agitator, including teperature
conterol.Net volume: 300 1 tr. each.
6.2 Yeast pump GB/DK 22 hl/h lobe rotary pump in stainless
steel

168
7.0 Filter Plant
7.1 Filtration pump
7.2 Kieselguhr filter
7.3 Trap filter
8.0 Bright Beer Tanks
8.1 Cylindro-conical bright beer
tanks
8.2 Temperature control
9.0 Bottling line
9.1 Gravity conveyor
9.2 De-packing table
9.3 Bottle conveyors
9.4 Bottle washer
9.5 Filler/Crowner
9.6 Pasteurizer
9.7 Labelling machine
DK Centrifugal pump, 50h1/h, 3,000 rpm, 3.0
bar. 2.2kw
BRD 30 hl/h stainless steel filter with plates
and frames in stainless steel, including
stainless steel mixing unit of 751tr, and
dosing pump.
NL/DK Bag trap filter in stainless steel, 30-
5Ohl/h. Max. working pressure: 8.5 bar.
DK 2 x stainless steel tanks with cooling
jackets and insulation, otherwise as 5.1.
Gross volume: 175 hl
DK Automatic thermostatic control system in
painted steel box.
DK For handling of full and empty crates and
cartons, 16 m long
DK For manual de-packing of bottles.
DK Single, double and triple for
transportation of empty and full bottles
between the various machines
DK Painted mild steel, insulated and clad
with stainless steel. Nominal capacity:
6,000bph.
I Monoblock filler/crowner with a capacity
of 6,000 x 0,5ltr.bph. 24 filling valves
with pre-evacuation and 6 crowner
heads.
DK Single deck construction, built primarily
of stainless steel. Based on a 23 belt
stainless steel conveyor, 10.6m long.
Nominal capacity: 6,000bph.
I For automatic labelling of bottles
169
9.8 Packing machine
9.9 Inspection
9.10 Lubrication
9.11 Control system
9.12 Production control
10.0 Utility Plant
10.1 Cooling plant
10.2 Air compressor
10.3 CO2 recovery plant
10.4 Steam boiler plant
10.5 CO2 cylinders
11.0 Process, Mechanical and Electrical Installations
11.1 Pipes, pumps fittings, etc.
11.2
170
DK For manual packing of bottles into
crates. 4 belts, 6m long.
DK Visual inspection for clean bottles.
DK Belt conveyor lubrication system
consisting of stainless steel trays for
lubrication with soap solution.
DK Queue switches for stop/start of main
machinery when bottle are queuing up
on the conveyor system
DK Mechanical bottle counting of empty and
fillrd bottles.
DK One air cooling plant with a capacity of
154,000kca/h, including compressor,
shell and tube cooler, evaporative
condenser, glycol pumps and glycol
tank.
DK One air compressor with air dryer 0,7
e/min.
DK FBU 60, 60kg/h, including storage tank
of 6 tons and cylinder filling station.
DK High pressure boiler with a capacity of
2,000kg steam/h including feed water
tank, oil storage tank
DK 30 CO2 cylinders-each 46,7ltr, gaz
capacity 7.0e-filled with argon
DK All pipes, fitting, hoses, pumps,
accessories and insulation for connecting
the process equipment and utility plant.
Beer pipes in mild steel. Excluding water
pipes which are local supply.
DK Main distribution panel and complete set of
cables and cable trays for connecting the
equipment
12.0 Laboratory Equipment
- Hand refractometer
- CO2 Gehaltemeter
- Air tester
- Carlsberg flask 251tr
- pH meter
- Analytical balance
- Mechanical balance
- Lovibond comparator
- Alcohol determination equipment (distillation pycnometers,
thermostatic water bath)
- Various saccharometers
- Various thermometers
- General glassware
- Various chemicals
13.0 Spare Parts
Recommended spare parts as per Annex 4.
14.0 Supervision of Erection/Commissioning and Training
One supervisor for a total period of 8 man-weeks supervises the installation and
commissioning of the plant and one brewmaster for a period of 8 weeks for
commissioning and training of the Client's personnel. Also included are
travelling expenses and supervisors' special tools

171
 ANNEX 4

SPARE PARTS

A lump sum of 3% of the FOB value has been set aside for spare parts
operation. The actual scope of spare parts is to be mutually agreed between the
Buyer and the Seller based on the Seller's quotation for spare parts which shall
be sent to the Buyer not later than 6 months from the effectiveness of the
Contract

172
 ANNEX 5

MATERIALS AND SUPLIES

The following materials and supplies shall be supplied by the Seller:

1. Malt (76% extract) 102.0 tons
2. Hops (7% alfa) 1,125.0kg
3. Kieselguhr 1,792.0kg
4. Filter sheets, 60 x 120cm : 200pcs
5. Filter bags : 20pcs
6. Additives 140.0kg
7. Yeast culture : 3pcs
8. Various chemicals : 2.4 tons
9. Glue : 0.5 tons
All other consumables like rice or sugar, bottles, crowns, lables, cartons, crates,
etc. will be supplied by the Buyer

173
 ANNEX 6

LIST OF SELLER'S PERSONNEL

AND BUYER'S PERSONNEL

The Seller will send one supervisor for 8 weeks for installations and
commissioning of the plant and one brewmaster for two months training the
Buyer's personnel
The Buyer will himself erect the plant

174
 ANNEX 7

TECHNICAL DOCUMENTATION

The Seller will supply the following documentation:

1. Within two months from the effectiveness of the Contract
- Site plan, 1:200
- Lay-out, 1: 100, including erection openings
- Foundation drawings, 1:50
- General description of building, i. e. requirement for finish and materials.
Based on the above the Buyer will be able to make the building design and start
construction.
2. Within 5 months from the effectiveness of the Contract
- Flow diagrams
- Electrical diagrams
3. Two months after each shipment
- Maintenance manuals
- Operation manuals
- Spare parts manuals
- Installation drawings
- Erection instructions

175
 ANNEX 8

IMPLEMENTATION SCHEDULE
FOR DELIVERY, ERECTION, COMMISSIONING
AND OPERATION

The plant and machinery will be delivered in two shipments.

First shipment not later than 6 months after coming into force of the Contract
Second shipment not later than 8 months after coming into force of Contract
Commissioning will take place after erection which is estimated to have been
completed not later than 14 months from coming into force of the Contract.
Production will start one month later and full production two months later

176
 ANNEX 9

SPECIMEN OF LETTER OF GUARANTEE

ISSUED BY THE SELLER'S BANK

Specimen: Letter of Guarantee for first payment and delivery

To: Buyer:
Re: Our irrevocable Letter of Guarantee No.
Beneficiary: Buyer:
With reference to Contract No (hereinafter called "the Contract")
signed by the Technoimport, Hanoi (hereinafter called the Beneficiary) and
Danbrew Ltd. (hereinafter called "the Seller") on 200.... for the supply of
equipment, materials, technical services and technical documentation,
amounting to DEM... (say ... German Marks) we, at the request of the Seller
hereby open our irrevocable letter of Guarantee No... in favour of the
Beneficiary.
We hereby guarantee you, irrevocably and as for our own debt for a sum up to
DEM... in security of repayment, in full or in part, of your advance payment in
the event of our client's faiture to fulfil their obligations towards you.
Our liability under this Letter of Guarantee shall be limited to DEM.... (say:...
German Marks only).
This Letter of Guarantee shall become effective as soon as we have received
the payment of DEM... to the free disposal of Danbrew Ltd. Under reference to
Guarantee No...
In the event that Danbrew Ltd. should raise any objection to disbursements
under this Guarantee, payment thereof mush await agreement between the
parties or adjudicial decision.
We are informed that the Bank of Foreign Trade of Vietnam shall open an
irrevocable documentary credit for DEM... in favour of Danbrew Ltd., payable
at Den danske Bank A/S, Copenhagen, Denmark. This irrevocable documentary
credit represents 85 percent of the total value of contract No... for DEM.
The Guarantee will be reduced automatically on presentation to Den danske
Bank A/S of shipping documents under and in compliance with the

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aforementioned documentary credit, by 15% of the invoice value of such
documents, without any confirmation from Techoimport, Hanoi.
This Letter of Guarantee expires 60 days after the last contractual shipment date
in accordance with the Contract. However, notwithstanding any thing contained
here in before, the Guarantee expires on... or as soon as it is thus reduced to
zero, whichever occurs first. Claims, if any, must have been received by us on
the day of expiry at the latest. If no such claim is received, our liability under
the Guarantee will lapse.
On expiry of the Guarantee please return this document to us.

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 ANNEX 10

LIST OF BUYER'S SUPPLY

10.1. The Buyer shall construct all buildings, etc. and erect all the equipment
supplied by the Seller according to erection instructions
10.2. All normal tools, welding equipment and consumables, including
scaffoldings, cranes, etc. for the erection shall be supplied by the Buyer.
The Seller is to specify the requirements to the Buyer
10.3. The Buyer shall secure supply of electric power, 3x380 V-0, E, 225kw,
the Seller is to specify the requirements to the Buyer
10.4. The Buyer shall supply necessary assistance for the Seller's specialists
during their stay on the site

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 ANNEX 11

LIST OF CONSUMPTION FIGURES PER HL BEER

1. Malt (76% as is) : 12,9kg

t2. Rice (76% as is) : 5.7kg
3. Hops (7% alfa) : 150grammes
4. Chemicals 100grammes
5. Kieselguhr : 250 grammes
6. Filter sheets : 0.01m2
7. Additives 13 grammes
8. Water 15h1
9. Power : llkwh
10. Gas, oil : 7 litres
11. CO2 : 1kg

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 ANNEX 12

SUPERVISION SERVICES AND TRAINING

OF THE BUYER'S PERSONNEL

12.1. The Seller undertakes to send to SRV 2 skilled, experienced and healthy
engineers (in Contract refereed as Specialists) for the purpose of
supervision for erection, performance tests and plant acceptance as well
as training the Buyer's personnel during erection, performance tests and
acceptance of the plant
12.2. The Seller shall point out a Chief of the Specialists who will act as the
Seller's Site Manger. The Manager will give general instructions and get
in touch with the Buyer's Site Manager to discuss and settle everything
related to erection, test run and acceptance of the plant
12.3. The Seller shall, at least 20 days before the date of departure of the
Specialists concerned, telex the Buyer visa details of those who come so
that the Buyer could arrange visa application for them
12.4. Seller shall provide his Specialists with working clothes and insure them
at his own expenses for the period of their stay in Vietnam against
illness, accidents and death
12.5. The Seller shall be held completely responsible:
a. For accuracy, completeness and correctness of the information,
instructions, advice, consultation and/or technical documentation
shown and given by the Specialists
b. For technical damages and expenses caused by the incorrect and
inexact technical documents for the services given by his Specialists
12.6. The price for supervision and training services mentioned in Article
7 includes:
a. Air tickets from Denmark to Vietnam and vice versa for the Seller's
Specialists
b. Expenses for meals of the Seller's Specialist during their stay in
Vietnam
c. Daily salaries and allowances

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 12.7 In case of illness or accidents during the Specialist's stay in Vietnam the
Buyer shall provide the sick and injured Specialist with medical care in
Vietnam with the exception charges for fitting false teeth, spectacles as
well as taking tonics. In the event of the Seller thereof work exceeding
14 days the Buyer shall immediately inform the Seller thereof by telex
and continue to guarantee medical care at the Seller's expenses and the
Seller shall replace the incapable to work by another qualified
Specialist in such manner that the work concerned shall not be effected
by the absence of the respective Specialist. In the event of death
occurring to any Specialist the Buyer shall arrange all formalities so that
the Seller is able to repatriate the deceased. All the cost of the above
mentioned repatriation and replacement shall be borne by the Seller
12.8. The Buyer shall provide the permits, visa, etc. for the Seller's Specialists
for their entries, stays, re-entries and departure to, in and from SVR
12.9. The Specialists, during their stay in Vietnam, are obliged to adhere to
labour safety regulations and obey the rules, law, regulations and habits
all as the Buyer has made them known to the specialists or they know
them from other sources
12.10. Should any of the Seller's Specialists be incompetent or have
unsatisfactory conduct, the Buyer shall take the right to ask the Seller to
replace him by another qualified Specialist. All the cost of repatriation
and replacement shall be borne by the Seller
12.11. The Buyer shall, during implementation period of the erection and
commission of the plant, provide the transport facilities, free of charge,
between airport and the site and between the lodging and the plant site
for the Seller's personnel. The buyer shall provide, free of charge,
suitable office rooms at the site and every person with single room with
air condition, bathroom and laundry service
12.12. Training of the Buyer's personnel during the stay of the Seller's Brew
master in the plant he shall instruct and teach the Buyer's personnel the
brewing procedures and analyzing procedures for beer

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 ANNEX 13

BUYER'S TRADE MARK - TRADE MARK

REFERENCE AND USE

Danbrew Ltd. Is a company within the Carlsberg A/S Group

In connection with this Agreement and otherwise the Buyer and any person,
company or other legal entity controlling, controlled by or under common
control with or employed by or related to the buyer, are not allowed in any
connection whatsoever, neither directly or indirectly to use or otherwise make
reference to the companies'/trade names/trade marks Tuborg and Carlsberg or
trade names/trade marks similar hereto or to any other trade names/trade marks
belonging to companies within the Carlsberg Group of companies, Danbrew
excepted.
The Buyer acknowledges that its failure to comply with the above will result in
immediate and irreparable damage to Carlsberg A/S, Denmark and admits that
Carlsberg A/S shall, without prejudice to any rights of action or any claims of
damages or rights at the date of termination, be entitled to injunctive relief and
such other relief as any court with jurisdictions may deem just and proper.

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