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EXHIBIT 2.7
SUPPLY CONTRACT
FOR THE DIESEL GENERATORS
FOR NAM TAI ELECTRONIC (SHENZHEN) LTD.
FACTORY EXPANSION PROJECT
AT
SHENZHEN CITY, CHINA
IN MAY, 1995
BETWEEN
NAM TAI ELECTRONIC (SHENZHEN) LTD.
AND
SHIMIZU HONG KONG CO., LTD.
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Supply Contract
for
the Diesel Generators
for
Nam Tai Electronic (Shenzhen) Ltd.
Factory Expansion Project
This Supply Contract is made 19th day of May 1995
Between Nam Tai Electronic (Shenzhen) Ltd., Gusu Industrial Estate, Xinan,
Baoan, Shenzhen City, People's Republic of China (the Purchaser) of the one
part and Shimizu Hong Kong Co., Ltd, Room 3302, Central Plaza, 18 Harbour Road,
Hong Kong (the Supplier) of the other part.
Whereas
The Purchaser is desirous of procuring the Diesel Generators necessary for the
Nam Tai Electronic (Shenzhen) Factory Expansion Project, and the Supplier is
willing to supply each Generators to the Purchaser in accordance with the terms
and conditions stipulated below.
Now it is hereby agreed as follows: -
1. Supplier Obligations
The Supplier shall at its cost procure the Generators and
ancillary materials and deliver them to:
The project site at
Gusu Industrial Estate, Xinan,
Baoan, Shenzhen City
People's Republic of China
2. Contract Value
The total value of the purchase, supply and delivery of
materials and equipments shall be HK$19,016,000.00 (the
Supply Contract Price).
3. Delivery Date
The delivery dates of the Diesel Generators shall be the dates
as determined by the Purchaser.
4. Specifications for the Diesel Generators
Diesel Engine - Generator 3 Nos.
Capacity: 3 Phase 380V 1,000 rpm, 1250 KV Water Cooled Type
Cooling System, Exhaust System,
Fuel System, Lubrication System,
Generator Control Panel, Switch Board,
D.C. Panel, and Subcentral Panel for D/G Set
Manufacturer: Mitsubishi Heavy Industries Ltd.
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5. Taxes and Duties
All taxes and duties that may be applicable to the importation
of the materials and equipment shall be borne by the
Purchaser.
6. Terms of Payment
The Supplier shall provide copies of all relevant shipping
documents to the Purchaser for record purposes.
The Purchaser shall make payments to the Supplier against the
invoices by the Supplier in accordance with the agreed payment
schedule (Appendix 1). The payments shall be made by
telegraphic transfer to Supplier's bank account stated below,
and the Purchaser shall bear the related bank charge.
Supplier's Bank Account: c/o The Dai-ichi Kangyo Bank Ltd,
Hong Kong Branch
Current A/C No.: HIO-768-002981
Payee's Name: SHIMIZU HONG KONG
CO., LTD.
In Witness Whereof this Supply Contract has been prepared in duplicate and the
parties hereto have signed hereunder.
Signed for and on behalf of
Nam Tai Electronic (Shenzhen) Ltd.
[SIG]
- -------------------------------- Witness: [SIG]
Yoshio Inagawa --------------------------------
General Manager
Signed for and on behalf of
SHIMIZU Hong Kong Co., Ltd.
[SIG]
- -------------------------------- Witness: [SIG]
Kiyoshi Koshida --------------------------------
Director
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Terms and Conditions of Supply Contract
1. Acceptance
Execution of this Supply Contract constitutes unconditional
acceptance of these terms and conditions.
2. Delivery
a) Unless otherwise stated, delivery shall be made to the
destination stipulated in this Supply Contract and the
cost thereof is deemed to be included in the prices
quoted herein.
b) The delivery dates given by the Purchaser's Main
Contractor shall be strictly adhered to and the
Supplier shall give notice to the Purchaser in
writing immediately when any delay is foreseen.
3. Price
The Supply Contract price shall be a fixed lump sum subject to
adjustment agreed between the Purchaser and supplier.
4. Quality and Safe Custody
The Supplier shall be responsible for the safe custody of all
materials and equipment until delivered to the destination.
The Supplier shall be responsible for reinstating at his own
expense any materials damaged in transit or as a result of
careless handling or storage.
The quality of the materials and equipments shall conform to
the specifications in the Contract.
5. Payment
The Purchaser shall pay the Supplier the Supply Contract Price
in Hong Kong dollar in accordance with the payment terms
stipulated in this Supply Contract.
In the event the Purchaser, without legal grounds, fails to
pay against an application for payment issued by the Supplier
within the period of 28 working days from receipt of such an
application, and continues such default for a further seven
days after receipt by registered post of a notice of
termination from the Supplier, the Supplier shall be entitled
to terminate this contract forthwith.
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6. Packing
The goods and materials shall be suitably packed and protected
for transport and delivery to the destination.
7. Insurance
The Supplier shall be responsible for providing all risks
insurance coverage for the transportation and storage of all
goods and materials. The insurance coverage shall be for the
total value of the goods and materials.
8. Arbitration
All disputes, controversies or differences which may arise
between the Supplier and the Purchaser out of or in relation
to or in connection with this Supply Contract, or for breach
thereof shall be finally settled by arbitration in Hong Kong
in accordance with the United Nations Commission on
International Trade law (UNCITRAL) Arbitration Rules in force
on the date of the Contract. The appointing and administering
authority shall be the Hong Kong International Arbitration
Centre.
The award of such Arbitration shall be final and binding on
the parties.
9. Governing Law
This Supply Contract shall be governed in all respects by the
laws of Hong Kong.
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(Appendix I)
Payment Schedule
Schedule % of Supply contract Price
-------- --------------------------
1. 31 of May, 1995 20% (HK$3,803,200.00)
2. 31 of July, 1995 20% (HK$3,803,200.00)
3. 30 of September, 1995 25% (HK$4,754,000.00)
4. 30 of November, 1995 25% (HK$4,754,000.00)
5. 31 of December, 1995 against 5% Bank Guarantee 10% (HK$1,901,600.00)
(Maintenance Bond) --------------------
Total HK$19,016,000.00
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PRELIMINARY
SINGLE LINE DIAGRAM
DWG NO. S6UP -XXXXX-
[DIAGRAM]
MITSUBISHI HEAVY INDUSTRIES, LTD.
SAGAMIHARA MACHINERY WORKS
[SEAL]
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PRELIMINARY
FLOW DIAGRAM
DWG NO. S6UP -XXXXX-XX
MITSUBISHI HEAVY INDUSTRIES, LTD.
SAGAMIHARA MACHINERY WORKS
[SEAL]