PURCHASE AGREEMENTThis Purchase Agreement (together with all exhibits, statements of work and/or other attachments, the “Agreement”) is entered into this 25th day of September, 2010 by and between GREIF EMBALAGENSINDÚSTRIAS DO BRASIL LTDA, (“Buyer”), w ith its principal office located at Avenida das Nações Unidas, 21102 São Paulo - SP, 04795-100, Brasil and JIANGSU YAWEI MACHINE-TOOL CO. (referred as YAWEI ), a (“Seller” or “Supplier”), with its principal office located at ZhanggangZone,Jiangdu,Jiangsu,China.In consideration of the mutual covenants set forth herein and other good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereby agree as follows:EQUIPMENTS: One (1) Steel Coil Line Processing Machine “referr ed as Combi Line” shall be supplied by the Seller to the Buyer. The specification of the Machine shall be in accordance with “Exhibit A” of this Agreement.1. DEFINITIONSFor purposes of this Agreement, the following definitions will apply:1.1. “Acceptance Testing” will mean the demonstration that the Equipment operates to Buyer’s satisfactionand in accordance with the Specifications as more fully described in Exhibit A.1.2 “Equipment” or “Machine” will mean the equipment meeting the Specifications along with any services,including design, development, shipping and installation services, as described in an Exhibit A.1.3 “Price” will mean the price listed in Exhibit A. Unless otherwise stated, the Price will include all costsof manufacturing, packaging, crating, freight (per article 2.4), start-up and installation at Buyer’s facility, along with any training and testing related to the Equipment.1.4 “Specifications” will mean a detailed description of the Equipment including its performance capabilities,maintenance requirements, any special operating conditions or parameters and any other relevantdescription of the Equipment’s capabilities as listed in Exhibit A.1.5 “Subcontractor” will mean an individual or organization approved by Buyer that Seller has contractedwith to perform work in connection with this Agreement.2. PRICE/PAYMENT2.1 Price.Buyer will pay Seller the Price for the full performance of this Agreement in accordance with theterms hereof. The Price for the Machine in total will be US$ 672,800.00 with payments made asdescribed in Exhibit A.2.2 Subcontractors.Seller will be responsible for the hiring of and payment to, any Subcontractor. Seller,at its sole cost, will immediately discharge any lien created or permitted by Subcontractor with respect to the Equipment.2.3 Taxes.All taxes related to the sale of the Equipment, or as otherwise required by this Agreement, willbe per Exhibit ‘A’ of this Agreement.2.3Delivery.FOB XXX port, China (Inco terms 2000).______________________________________________________________________________________________The Machine will be delivered to the port from where the Machine will be shipped by sea to the mutually agreed Manaus, Amazonas; Port Of Entry (P.O.E.), in BRAZIL to be appointed by the Buyer. The Machine will be delivered according to the agreed timeline. The Machine shall be ready for shipment at XXX port on XX/XX/XXXX. In case of delays not attributable to the Supplier, (for example natural events, unforeseen workers strikes, but not limited to), the shipment date will be revised accordingly without any penalty.Supplier hereby acknowledges that they he has received all the product information from the Buyer to proceed with the project, and that no extra information is due by the Buyer.Any delays in delivery with respect to the date indicated above due to causes exclusively attributable to the Supplier for a period inferior to 14 days after the agreed upon delivery date as indicated above will not be penalized. In case of a delay exceeding this 14-day grace period, the Supplier will be charged a penalty of 0.5 percent of the total purchase price for each complete week of said delay calculated after the 14-day grace period. In no case shall the aggregate and total penalty paid for all delays amount to more than 5% of the total purchase price. The amount of the penalty will be abated from the amount due by the time of the final acceptance of the Machine.Seller assumes all risks and expenses with the Machine until it is delivered at the container depot in the ship at the China port.Documents: Seller shall provide, at its own expense: (a) the clean document confirming the delivery of the Machine on board of the indicated ship; and (b) the origin certificate. If requested by the Buyer, the Seller shall provide with all assistance in obtaining any documents issued in the country of manufacture that the Buyer may need for the purposes of importation.Imp/exp duty Duty …..Provision of Invoices:Seller will furnish Buyer an original invoice with at least one (1) copy prior to Buyer making any due payment.Right to Withhold:Buyer may withhold any payment otherwise due Seller to protect itself from loss because of Seller’s failure to meet the Agreement requirements. If Seller remedies the failure to meet Agreement requirements, the payments withheld from Seller will be paid promptly. A “punch list” of items to be correct or completed may be prepared by Buyer as a result of the Acceptance Testing. The failure to include any items on such list does not alter the responsibility of Seller to delivery Equipment in accordance with this Agreement. Upon completion by Seller of all items and upon Buyer’s completion of Acceptance Testing, any remaining amounts due Seller will be paid.3. SCHEDULE FOR COMPLETION3.1.Time of the Essence.Time of shipment and of other aspects of performance hereunder is of the essenceof this Agreement.3.2 Performance Schedule. Seller will submit a performance schedule designating the order in whichSeller proposes to overhaul the Equipment per Exhibit A, the dates on which it will start the variousportions of the Equipment and the completion date of the Equipment. Such schedule will be prepared toa level of detail suitable for managing all activities associated with the Equipment by Seller andSubcontractors. Buyer will h ave access to the Equipment at Seller’s manufacturing facility, duringSeller’s ordinary business hours, upon twenty-four (24) hours advance notification to permit Buyer to inspect the Equipment, provided such inspection will not unreasonably interfere wit h Seller’s operations.4. CHANGES______________________________________________________________________________________________4.1 Specification Changes.Buyer will have the right at any time to make changes in the Specifications bywritten notice to Seller, and Seller agrees to comply with such changes. If such changes cause a material increase or decrease in Seller's costs or time of performance of this Agreement, Seller will notify Buyer immediately and negotiate an adjustment.5. TERM AND TERMINATION5.1. Term. This Agreement shall be valid as of the execution date and shall be remain in full force and effectfor the term of the duration of the warranty of the Equipment, excepting in relation to Clause 9, which effects shall be valid for undetermined term.5.2.Breach. In the event of a breach of any provision of this Agreement, the infringing party must pay to theother party the non-compensatory penalty in the amount corresponding to 5% (five per cent) of the total value of the Agreement, in addition to the possibility of termination hereinbelow, at the prejudiced party’s discretion. The penalty is applicable without prejudice of eventual losses or damages that the prejudiced party may have right.5.3. Termination for Breach.Buyer may terminate the Agreement, or any part hereof, for cause due to anyfailure by Seller to perform or observe any of its obligations under this Agreement, or if Seller fails to provide Buyer, upon request, with reasonable assurance of future performance. In the event oftermination for cause, Buyer will not be liable for any amount, and Seller will be liable to Buyer for any and all damages sustained directly or indirectly by reason of Seller’s failure. Upon such termination, Seller and Subcontractors will immediately stop all work hereunder and will observe Buyer’s instructions with respect to any work in process, designs, drawings, models, paperwork and any other items developed pursuant to this Agreement.5.4. Termination without Cause.If this Agreement or any part hereof, is terminated for the convenience ofBuyer, Seller will be compensated to the extent that items have been accepted by Buyer prior to theeffective date of termination. The effective date of any termination will be the date of Seller’s receipt of written notice from Buyer. Buyer will pay the Seller that portion of the Price scheduled to be paidthrough the date of notice of termination. Upon payment of the portion of the Price due, Seller willtransfer to Buyer all work in process, designs, drawings, models, paperwork and any other itemsdeveloped pursuant to this Agreement6. PROJECT SPECIFICATION AND DRAWINGS6.1. Drawings and Manuals.Seller will furnish to Buyer a minimum of four (4) copies of all Equipmentdrawings and maintenance/repair manuals, and other items required by this Agreement. Seller willfurnish “as installed” drawings and stamp such drawings “Approved by Seller.” Seller is responsible to see that such drawings and manuals do not deviate from the Agreement unless called to the Buyer’sattention in writing. Approval by Buyer does not relieve Seller of the responsibility to conform to the Agreement. When such drawings are required for approval, Buyer will review them promptly and return one (1) set either marked approved or with the required corrections indicated. Corrections will be made by Seller and corrected drawings will be re-submitted to Buyer. Seller will not proceed with theoverhaul of the Equipment until such drawings have been approved by Buyer.Information handbooks: Operation, Maintenance, Mechanical and Electrical Parts, Spare parts, Installation Procedures and Set up, Troubleshooting Guide, Machine Drawings, PLCs, electrical wiring diagram, pneumatic and hydraulic diagrams, etc. must be sent in paper (3 copies) and either magnetic or optical media.Handbook languages must be English and Portuguese. Handbooks must be sent 30/45 days after the purchase order is issued.______________________________________________________________________________________________6.2 Safety Requirements: CE Certification or equivalent.7. WARRANTIES7.1 Defects. For a period of twelve (12) months after the completion of the Acceptance Testing, Sellerwarrants that the Equipment performed by the Seller or by its Subcontractors will be free from defects in material and workmanship and perform in accordance with the Specifications. In addition, Sellerwarrants to Buyer that the Equipment will be installed in a workmanlike manner, free from defects and in accordance with the Specifications. In the event that during the warranty period any Equipment orcomponent breaches or fails to perform in accordance with the warranty provided hereunder, Seller will be responsible and remedy or cause to be remedied such breach, replacing the materials, components and parts, if necessary, at no cost to Buyer. The warranty shall not cover the failures due to misuse or normal wear and tear.7.2 Title. Seller warrants that the Equipment will be delivered to Buyer free and clear of all liens andencumbrances, except for any such lien created or permitted by Buyer. Seller at its cost will immediately discharge any competing claims with respect to the Equipment.7.3 Compliance with Law. Seller warrants that all work performed by Seller will comply with allapplicable Brazilian laws. Seller will obtain all permits necessary for its performance hereunder. If prior to, or upon, completion of the Acceptance Testing, the Equipment is held to violate any regulations and/or codes, Seller, at no cost to Buyer, will modify the Equipment so that the Equipment will comply with such regulations and codes.7.4 Buyer Repairs. In the event Seller fails to fully and promptly proceed to cure or repair any breach ofthe foregoing warranties, Buyer may, but not be obligated to, in addition to any right or remedy to which it is entitled, including but not limited to, the right of specific performance, cure and repair such breach at Seller’s cost without voiding or affecting any warranties or any other Buyer’s rights or remedies in this Agreement.7.5 Spare Parts. Seller will provide or cause to be provided to Buyer any and all necessary parts for theoperation of the Equipment. If so requested, Seller will provide Buyer with a current inventory list of spare parts maintained by Seller. In addition, Seller will use good faith efforts to provide spare parts fora period of at least five (5) years after completion of the warranty period in Section 7.1.8. INDEMNIFICATION/INSURANCE8.1. Patent Indemnity.Seller agrees to indemnify, save harmless and defend Buyer from and against anyand all suits, claims, damages, costs, and attorney's fees arising out of or in connection with anyinfringement or claimed infringement of any patent, trademark or copyright in the manufacture, use or sale of the Equipment or any other materials furnished under this Agreement. In case said Equipment or other materials are in such suit, or in final adjudication elsewhere, held to constitute infringement, and the use thereof is enjoined, Seller will, at its own expense, either procure for Buyer the right to continue using the Equipment or other material, or at the option of Buyer either replace same with equally efficientnoninfringing Equipment or other material, or modify it without impairing its efficiency so it becomes noninfringing, or remove said Equipment or other material and refund the Price along with thetransportation and installation costs thereof.8.2 General Indemnity. Seller will defend, indemnify and hold harmless Buyer from any claims, suits,judgments, fees and costs (including attorney's fees) based on or arising out of the sale or use of theEquipment purchased hereunder or death, personal injury, or damage to property caused by theEquipment, except to the extent such claims arise from the negligence of Buyer.______________________________________________________________________________________________8.3 Insurance. Supplier undertakes to take out and maintain adequate insurance cover against the risks ascontemplated in this Agreement and all other risks normally insured against by companies carrying on the same or a similar business as Supplier.9. CONFIDENTIALITY9.1 Seller’s Requirements.Seller agrees to keep all Buyer technical and business information secret andnot to reveal or to divulge the information to third parties or to use or to publish it any manner whatsoever without the prior written approval by Buyer, provided, however, that Seller will not be bound to keep secret information which (a) was known to Seller prior to the date of this Agreement from sources other than Buyer without an obligation of confidentialtiy, (b) is or becomes available to the public without fault on Seller’s part, (c) is disclosed to Seller by a party not related, directly or indirectly to Buyer who has a rightful claim to such information and is under no obligation of confidentiality to Buyer. Seller will only use Buyer’s technical and business information in connection with the performance of its obligationshereunder. The foregoing obligations will remain in effect for undetermined term, except if the Buyer agrees in writing to permit release of such information.10. BACKCHARGESIn the event the Equipment is found to be defective as to workmanship or materials or not to be inconformance with this Agreement, it is the responsibility of Seller to promptly correct any deficiency when so directed. Buyer will take reasonable measures to discover such noncompliance as quickly aspractical; however, failure to do so shall in no way relieve Seller of its responsibility during the term of this Agreement and for the warranty period to promptly make such modifications as are required.If upon being notified by Buyer of deficient Equipment, and having been directed to correct the deficient Equipment by a specific date, Seller states or by its actions indicates its inability or unwillingness tocomply, then Buyer shall proceed to accomplish the corrective work by the most expeditious meansavailable to it and back charge Seller for the cost of the required work. The cost categories for whichSeller is liable hereunder are the same as those prescribed under Article 7 ‘Warranties’.The cost of such back charge work shall be computed as follows:A. Labor shall be charged at actual cost plus 60% to cover payroll additives.B. Material shall be charged at net delivered cost.C. Equipment and Tool Rentals shall be charged at prevailing rates.D. 50% shall be added to items A, B and C for Buyer’s indirect costs, overhead, supervision andadministration.Buyer, upon completion of the work, will invoice the Seller for actual costs incurred, computed as shown above, or withhold such sum from funds still due the Seller.In the event the Buyer has to expend additional time performing expediting, inspection or engineering activities because the Seller states (or by its actions indicates) inability or unwillingness to complete the work in accordance with the terms of this Agreement the Buyer shall proceed to perform additionalexpediting, inspection or engineering to facilitate completion.This action will be taken using Buyer’s personnel or agents and Buyer will back charge Seller for the cost of the work at a rate of US$ 150 Dollars ($150) per hour plus actual and reasonable expenses.11. GENERAL TERMS______________________________________________________________________________________________11.1. Governing Law.This Agreement will be governed and construed in accordance with the laws of thecountry of BRAZIL.11.2. Non-Waiver.Any failure by Buyer to enforce or require the strict keeping and performance of anyterms or conditions of this Agreement will not constitute a waiver of such terms or conditions. Therights and remedies herein expressly provided to Buyer shall be cumulative and in addition to any other or further rights and remedies available at law or in equity.11.3 Assignment.Seller will not assign this Agreement without the prior written consent of Buyer. ThisAgreement will be binding upon and will inure to the benefit of the parties and their respective successors and permitted assigns.11.4 Independent Contractor.Seller will be an independent contractor under this Agreement and willassume all of the rights, obligations and liabilities applicable to it as such. Any provisions in theAgreement, which may appear to give Buyer the right to direct or supervise Seller as to the details ofdoing the Work or to exercise a measure of control over the Work, will mean that Seller will follow the desires of Buyer with respect to the results of the Work only.11.5 Notices.All communications in writing between the parties will be deemed to have been received by theaddressee if delivered to a representative of the Buyer or Seller or if sent by registered mail, return receipt requested.11.6 Modifications and Amendments.Any change in, or addition to, the provisions of this Agreement will bein writing and signed by an authorized representative of each party.11.7 Severability/Survival. The terms and conditions of this Agreement are hereby deemed by the parties tobe severable, and the invalidity or unenforceability of any one or more of the provisions of this Agreement shall not affect the validity and enforceability of the other provisions hereof. Any provision of thisAgreement, which, by its terms, would survive the termination or expiration of this Agreement, willsurvive such termination or expiration.11.8 Force Majeure.Seller will not be responsible for unforeseeable delays in the performance of theAgreement not reasonably avoidable by Seller and resulting in whole or part from causes b eyond Seller’s control, including acts of God (i.e. storms, floods, or other unforeseeable weather conditions). If Seller is adversely affected by a delay beyond its control as described herein, the time of completion may be extended by the Buyer accordingly, provided, however, that Seller will, within three (3) days from the beginning of any such delay, notify Buyer in writing of the causes of delay and of Seller’s requestedextension. Buyer may extend the time of completion of the Equipment in writing, as mutually agreed upon by Buyer and Seller, within seven (7) working days. If a Force Majeure event continues, or isanticipated to continue, for a period in excess of thirty (30) days, Buyer, by written notice to Seller, will have the right to terminate this Agreement and all monies paid will be returned to Buyer, except thatSeller will be entitled to receive payment for labor and materials used for the Equipment prior to thetermination and Buyer and Seller will have no further obligation to each other.11.9 Complete Agreement.This Agreement contains the entire agreement between the Buyer and Sellerwith respect to the transaction contemplated herein, and there are no agreements or understandings between the parties other than those set forth herein or executed in connection herewith, and this Agreement will be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.______________________________________________________________________________________________11.10 Disagreement. In the event this Agreement is in disagreement with the Schedule attached hereto, thepresent Agreement shall prevail.11.11 Language. This Instrument shall be executed in Portuguese and in English, prevailing the English versionin the event of disagreement.12. TESTING AT THE SUPPLIER'S PREMISES12.1When the production of the Machine has been completed, the Supplier shall proceed to test them in itsown factory. A successful outcome to these tests will make the Machine "ready for delivery."12.2The tests shall be carried out by members of the Supplier's staff, using raw materials provided by theBuyer, which comply with the specifications indicated in this contract.12.3The tests shall be carried out as been agreed upon by the parties during the technical clarifications. Whenall the tests envisaged therein have been completed, a P.A.T. Certificate will be issued and countersigned by the Customer.13. INSTALLATION, START-UP AND FINAL ACCEPTANCE13.1If required, Buyer will visit the Seller’s shop in China for test trail and training before shipment, at ____’s cost. For machine installation, YYYYYY (Seller’s BRAZIL agent) will assist Buyer to install the line for 10 consecutive days. Buyer shall cover food and lodging, and transportation charges, subject to internal policy of the Purchases applicable to its providers.13.2When completing the installation / electricity / water, Seller shall send suitable engineers for start up and plant training. Buyer shall cover food and lodging, and transportation charges for maximum of 10 days, subject to internal policy of the Purchases applicable to its providers. Service charge ( 7 days working days + 3 days traveling) plus ticket is USD 10,000.- / per engineer.The manufacturer of the combi line machine must inform all requirements for the installation: floor, groundwork and foundations, optimal roof height for maintenance and removal of plastic accumulator, within sixty (60) days of the execution date.All key buttons, selector switches, manual elements must have Portuguese labels and (sketch label also). Before printing these labels, they must be sent to adapt them to Portuguese of BRAZIL.13.3Once the Machine has been installed, the appointed Buyer's staff shall proceed with the Starting-Up operations, with the Supplier's assistance. Start Up is completed the date the Machine produces the first commercially acceptable product, in accordance to the characteristics and technical specifications provided by the Buyer.13.4In case this time-frame is exceeded for reasons beyond the parties’ control, the parties shall rev iew thetimetable accordingly.14. MACHINE PERFORMANCE CLAUSEIn addition to machine specifications defined in Exhibit A, the combi line machine must be capable of the following performance parameters:14.1)Throughput :______________________________________________________________________________________________14.2)Accuracy and Quality :14.3)Surface Appearance: Interior and exterior of the part must not exhibit any webbing, delaminations,rough surfaces, or surface thread-like imperfections, or noticeable color variations.14.4) Processing Temperatures:15. CONSEQUENTIAL DAMAGES:The Seller shall be liable for the loss of anticipated profits, catalyst, raw materials and products or for indirect or consequential damages. Seller shall be liable for any indirect, special, incidental, punitive or consequential damages, including but not limited to loss of data, business interruption, or loss of profits, arising out of the use of or the inability to use the Machine supplied by the Seller to the Buyer under this contract.Under the Contract, the terms "Consequential Loss" or "Consequential Damages" shall mean:i.consequential or indirect loss; orii.loss and/or deferral of production, loss of product, loss of use, loss of revenue, profit or anticipated profit (if any), in each case whether direct or indirect to the extent that these are notincluded in (i), and whether or not foreseeable at the Effective Date.In no case shall the aggregate and total penalty paid by the Seller to the Buyer for all the consequential damages shall more than 100%of the total purchase price of the equipment. The amount of the penalty will be abated from the amount due at that time and rest amount will be back charged to the Seller by the Buyer.16. ARBITRATIONThe parties will attempt in good faith to resolve any controversy related to this Agreement by mutual negotiation. In the event the controversy is not settled by mutual negotiation, it shall be settle by arbitration in accordance with the rules of Conciliation and Abitration Chamber of São Paulo – FIESP.The language of the arbitration shall be Portuguese, in the Capital of the State of São Paulo, Brazil, and the arbitration tribunal shall consist of three (3) arbitrators, of whom one (1) shall be nominated by the Seller and oen (1) by the Buyer, within ten (10) days as of the beginning of the arbitration procedure. The third arbitrator shall be chosen by the two (2) party-nominated arbitrators, within three (3) days of the date the last party nominated arbitrator has been designated.In the event the arbitrators are not nominated as mentioned hereinabove, they shall be nominated by the rules of the Conciliation and Arbitration Chamber of São Paulo – FIESP.IN WITNESS WHEREOF, Seller and Buyer have executed this Agreement as of the day and year first above written.BUYER: SELLER:___________________________________________________________________By: By:Title: Title:Date: ____________________________ Date: ___________________________采购协议______________________________________________________________________________________________。
