CONTRACT FOR SALE AND PURCHASE OF ASSET BETWEEN. PETRONAS Chemical Derivatives Sdn Bhd ( COMPANY ) AND BUYER

Transcription

1 CONTRACT FOR SALE AND PURCHASE OF ASSET BETWEEN PETRONAS Chemical Derivatives Sdn Bhd ( COMPANY ) AND BUYER

2 This CONTRACT FOR THE SALE AND PURCHASE OF ASSET (hereinafter referred to as Contract ) is made between PETRONAS Chemical Derivatives Sdn Bhd (Co. No. ) a company incorporated under the Companies Act 1965 and having its registered address at KERTIH, KEMAMAN, TERNGGANU (hereinafter referred to as COMPANY ) of the one part; and (Co. No..) a company incorporated under the Companies Act 1965 and having its registered address at (hereinafter referred to as BUYER ) of the other part. COMPANY and BUYER shall hereinafter be referred to singularly as Party and jointly as Parties. WHEREAS: A. COMPANY herewith agrees to sell to BUYER certain surplus material(s) owned by COMPANY located at the as particularly listed out in Attachment A of this Contract (hereinafter referred to as the ASSET ), and BUYER agrees to purchase from COMPANY the ASSET, subject to the terms and conditions of this Contract. NOW THEREFORE, the Parties hereto agree as follows:- 1.0 THE ASSET 1.1 COMPANY agrees to sell to the BUYER and the BUYER agrees to buy the ASSET specified in Attachment A. 1.2 All ASSET are sold on as is, where is and with all faults basis. Any express or implied warranties including those as to the nature, quality, quantity, value or condition of any asset, merchantability, fitness for a particular purpose or non-infringement are hereby excluded to the greatest extent permitted by applicable law. 1.3 The BUYER acknowledges that any software or intellectual property rights attaching to the ASSET may not be the property of the COMPANY or capable of transfer by the COMPANY. The COMPANY is not in any way authorizing the use by the BUYER of such software or intellectual property rights and any use of such software or exploitation of intellectual property rights shall be at BUYER s sole risk.

3 1.4 Any illustrations, pictures or visuals provided by the COMPANY are for the convenience of the BUYER only. COMPANY has used its reasonable endeavors to ensure that the description of ASSET given by the COMPANY, its appointed agent or representative are accurate but the BUYER relies upon such description at BUYER s own risk. BUYER should satisfy itself prior to the sale as to the condition of the ASSET and should exercise and rely on their judgment as to whether the ASSET accord with its description at BUYER s own risk. 2.0 PURCHASE PRICE AND METHOD OF PAYMENT 2.1 As the consideration under this Contract, BUYER shall pay NETWORK INTERNATIONAL only for the purchase of the ASSET (hereinafter referred to as the Purchase Price ). 2.2 The Purchase Price shall be paid by BUYER to COMPANY through the CONTRACTOR s bank account within five (5) calendar days from the date of invoice issued by the CONTRACTOR, by way of telegraphic transfer to CONTRACTOR s bank account or any other methods of payment as advised by COMPANY or the CONTRACTOR. 2.3 If the said payment is not made by the BUYER within the time stipulated in Article 2.2 above, the COMPANY shall have the right to terminate the Contract with immediate effect. 3.0 REMOVAL OF ASSET 3.1 BUYER shall: i. remove the ASSET from the site during the COMPANY s normal business hours within thirty (30) days from the date of Customs and government approval. ii. not be permitted to remove ASSET from COMPANY s premise until all sums due including but not limited to the storage charges in respect thereof have been paid; and iii. be responsible for the safety of removal and procure necessary insurance of the purchased ASSET at its own expense. 3.2 BUYER acknowledges that the COMPANY S facilities/premises is a potentially dangerous place. Every person enters the site at his or her own risk with notice of the condition of the premises and the activities that will be or have been conducted on the premises. BUYER shall so advice their agent and/or employees. BUYER shall be liable for and shall indemnify COMPANY, its directors, officers and employees, and any of its subsidiaries or

4 related companies against all claims, losses, damages, actions, injuries, reasonable, actual and verifiable expenses of every kind and nature, and to defend at its own expense any and all suits or actions with respect to personal injury or death or damage to any person employed directly or indirectly by the BUYER, or destruction to any real or personal property, material or equipment owned by BUYER or any person employed directly or indirectly by BUYER during and as a result of the removal of the ASSET from COMPANY s premises. 3.3 COMPANY shall have the right to impose storage charges in the event the BUYER fails to collect the ASSET from the site within the time stipulated in the Clause 3.1 above. 3.3 In the event of non-collection of the ASSET by the BUYER within one (1) month after Customs and government approval, the COMPANY shall forfeit the monies and deem the transaction aborted. 4.0 TRANSFER OF OWNERSHIP AND RISK 4.1 Ownership and risks of/to the ASSET shall not pass to BUYER until: i. full payment of Purchase Price has been received by the COMPANY; and ii. such ASSET has been removed by the BUYER from the COMPANY s premises in its entirety. 4.2 COMPANY shall transfer an unencumbered title to the ASSET and indemnifies BUYER against all liens, charges or encumbrances with respect to the ASSET sold, other than resulting from any act or omission by BUYER. 5.0 INSURANCE 5.1 Both Parties agree that COMPANY shall maintain the insurance coverage already procured by COMPANY prior to the transfer of title and risk of the ASSET under this Contract, until the expiry of such insurance coverage (hereinafter referred to as Initial Insurance Expiry Date ). 5.2 BUYER agrees to procure and/or continue to procure the necessary insurance coverage with respect to the ASSET post the Initial Insurance Expiry Date. 6.0 LICENSES AND PERMITS

5 6.1 Both Parties agree that COMPANY shall maintain the license(s) and/or permit(s) relevant and/or required by the relevant authority for the ASSET (if any) until the expiry of the validity period of such license(s) or permit(s) (hereinafter referred to as Initial License/Permit Expiry Date ), at COMPANY s costs. 6.2 BUYER shall at its sole cost and expense obtains necessary license(s) and/or permit(s) relevant for the purchase of the ASSET as required by the relevant authorities. 6.3 BUYER agrees to continue to procure, renew and/or validate the license(s) or permit(s) with respect to the ASSET post the Initial License/Permit Expiry Date, at BUYER s costs. 7.0 LIMITATION OF COMPANY S LIABILITY 7.1 COMPANY shall not under any circumstances whatsoever be liable for any loss (which expression under in this clause includes injury damage or delay) or for any consequence of any such loss arising out of any cause whatsoever beyond COMPANY s reasonable control or any malfunctioning of or defect in or failure of any of the ASSET by COMPANY and COMPANY shall not under any circumstances whatsoever be liable for any consequential loss or damage howsoever caused. 8.0 INDEMNITY 8.1 COMPANY shall not be liable for and BUYER shall indemnify and hold COMPANY harmless against any claim by or loss or damage to any person or property directly or indirectly occasioned by or arising from the use or operation or possession of any of the ASSET and from negligence or default (including any non-compliance with any obligation of this Contract, any delay any wrong information and any lack of information) or misuse by or on the part of BUYER or any person(s). 8.2 This indemnification shall extend to any costs and/or expenses incurred by COMPANY and shall continue in force notwithstanding the termination of this Contract. 9.0 ASSIGNMENT 9.1 BUYER shall not assign its rights and obligations under this Contract in whole or in part without the prior written consent of the COMPANY DISPUTES RESOLUTION 10.1 The Parties agree to use their best endeavours and reasonable efforts to settle any disputes or differences arising out of this Contract. Failing an amicable settlement, such dispute or differences shall be submitted for arbitration. The arbitration shall be conducted in Kuala Lumpur, Malaysia in accordance with the Rules of Arbitration of the

6 Kuala Lumpur Regional Centre of Arbitration (KLRCA). The language of the arbitration shall be the English language. There shall be a panel of three (3) arbitrators, one to be appointed by each Party and the third, who shall be the Chairman, shall be appointed by the KLRCA The arbitration proceedings including the making of the award of the arbitrators shall be final and binding upon the Parties GOVERNING LAW 11.1 This Contract shall be construed and take effect in accordance with the laws of Malaysia AMENDMENTS 12.1 This Contract shall not be amended or modified unless such amendment or modification is confirmed in writing by both Parties MISCELLANEOUS 13.1 Notwithstanding any other provisions of this Contract, no waiver by either Party of any breach of the covenants herein contained to be performed by the other Party shall be construed as waiver of any other breach of the same or of any other covenant or condition of this Contract The titles and headings used in this Contract are for convenience only and have no effect whatsoever upon the text thereof. Any conflict or inconsistency between any such heading and the text shall be resolved in favour of the text In the event of any conflict between the provisions in this Contract and the appendices, the provisions herein shall prevail NOTICES 14.1 Any notice or other communication required to be given under this Contract or in connection with the matters contemplated by it shall, except where otherwise specifically provided, be in writing and shall be sent to the address as provided in this Clause 15 and shall either be: personally delivered, in which case it shall be deemed to have been given upon delivery once the receipt thereof is duly acknowledged by the party receiving it; or if within Malaysia, sent by pre-paid registered post, in which case it shall be

7 deemed to have been given seven (7) Clear Days after the date of posting; or if sent by facsimile, it shall be deemed to have been given upon completion of transmission and receipt of a facsimile transmission report showing successful transmission The respective addresses of COMPANY and BUYER are as follows: COMPANY : Shared Materials Services Organisation (SMSO) 3rd Floor, PETRONAS Office Complex, 24300, Kerteh, Kemaman, Terengganu, Malaysia. For Attention : Jefri B Adam Cheah Telefax : BUYER : For Attention : Telefax : 15.0 STAMP DUTY 15.1 The stamp duty on this Contract shall be borne by BUYER HEALTH, SAFETY AND ENVIRONMENT (HSE) 16.1 BUYER shall comply with all laws, regulations, and requirements pertaining to health, safety, environmental protection, fire, and security regulations applicable to the COMPANY s premise during the removal of the ASSET BUYER shall comply at all times with the requirements as set forth by COMPANY in its HSE policies, procedure, and any special instructions as issued by COMPANY at the time of removal of the ASSET BUYER shall indemnify COMPANY against all legal costs, fines and compounds imposed and claims and damages incurred as a result of the BUYER s breach or non-compliance with any relevant HSE laws and regulations.

8 IN WITNESS WHEREOF the Parties hereto have caused this Contract to be duly executed as of the day and year first before written. For and on behalf of PETRONAS Chemical Derivatives Sdn Bhd ( COMPANY ) For and on behalf of ( BUYER ) In the presence of In the presence of......