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1、CO-OPERATION AGREEMENTCONCLUDED BY AND BETWEEN: DALIAN REFRIGERATION CO., LTD. 888 Xinan Road, Shahekou District Dalian, P.R.China 116033 Tel: (86-411) 6653081 Fax: (86-411) 6641470 - hereinafter referred to as “Dalian”and ACME FLUID HANDLING PTY. LTD. 32 Greens Road,Dandenong, 3175 PO Box 4001, Dan
2、denong South, 3164 Australia Tel: (61-3)9791 3255 Fax: (61-3)9794 5141- hereinafter referred as “ACME”SIGNING DATE: November 22, 2000SIGNING PLACE: P.R.CHINAThis agreement is made by and between Dalian and ACME according to the terms and conditions stipulated below:1. Scope of Agreement / Purposes o
3、f Co-operation1.1 ACME has an extensive experience in developing, designing, manufacturing and erecting ice and refrigeration units.1.2 Dalian has an accumulated experience in developing and manufacturing water and liquid chiller units including reciprocating and screw compressors.1.3 ACME WILL FURN
4、ISH TO Dalian, within the limits of their manufacturing possibilities, such quantity of ice heads manufactured by ACME (herein after referred to as “Ice Heads”) as Dalian may order from time to time to be used by Dalian as parts of a full ice making machine(herein after collectively referred to as “
5、Ice Units”). The concerned Ice Heads are those currently under production.1.4 As a minimum, ACME will supply all ice heads plus SC5 Controller Modules as required. The supply by ACME of other components such as complete control panels or high sides (refrigeration units) shall be agreed upon on a cas
6、e-to-case basis.1.5 ACME will support Dalian with technical assistance consisting of engineering know-how, instruction and recommendations as mutually agreed from time to time.2. Use of ACME Ice Heads, Sale2.1 It is understood that Dalian will incorporate in its Ice unit line exclusively Ice heads i
7、n the range manufactured by ACME.2.2 Dalian shall not modify the ACME Ice Heads and shall not use non-original spare parts without the consent in writing of ACME.2.3 Dalian is entitled to sell and/or install its Ice Units equipped with ACME Ice Heads in Mainland China only (herein after called “the
8、Territory”).Further marketing territories shall be mutually agreed upon.2.4 Without having obtained ACMEs prior written consent for each case, Dalian shall neither quote nor sell packaged units equipped with ACME Ice Heads for erection outside the Territory.2.5 ACME will not co-operate with any othe
9、r third party resellers for the Ice Heads in the Territory within the agreement period.3. Extension of Scope of Agreement3.1 ACME will supply Dalian with all technical information and drawings required produce the refrigeration packages to couple to the ACME Ice Heads to make a complete unit for res
10、ale.3.2 An extension of the scope of this Agreement, e.g. supply by ACME to cover any other or additional type of Ice Heads or other products shall be subject to negotiations at the appropriate time.4. Appendices4.1 This Agreement shall be performed in accordance with this document and the following
11、 Appendices:A) Prices / Terms of Payment4.2 The appendices have the same validity as this document. If there is any contradiction between the provisions of this document and any of the appendices hereto, the provisions of this document shall apply. If there is any contradiction between the provision
12、s of the appendices hereto, the provisions of the appendices shall apply in the order mentioned.5. Conditions of Supply5.1 The supply of the ACME Ice Heads will be in accordance with the-6. Prices /Terms of Payment6.1 Dalian shall pay the prices in accordance with the terms of payment as specified i
13、n Appendix A.7. Information7.1 Dalian shall inform ACME in writing of any sales made concerning any Ice Units equipped with ACME Ice Heads immediately after receiving an order stating full name and address of final customer, place of installation as well as technical data.7.2 In order to avoid quoti
14、ng the same project by both ACME and Dalian, ACME shall be informed right after Dalian officially quotes the customers in the territory stating any available information such as name and address of final customer, place of installation and technical data.8. Service, Warranty8.1 Dalian will be respon
15、sible for an appropriate after-sales service for all Ice Units equipped with ACME Ice heads, supplied by Dalian, which includes the obligation to stock an appropriate quantity of spare parts supplied by ACME.8.2 All the spare parts for ACME Ice Heads shall be purchased form ACME. 8.3 ACMEs warranty
16、towards Dalian is as stated, -it being understood, however, that the 12 months guarantee period shall begin with the commissioning of the Ice Units at the installation place, but shall end, under any circumstances, no longer than 18 months after the ACME Ice Head has been dispatched at ACMEs works,
17、it being understood that Dalian will be responsible for adequate storage of the ACME Ice Heads.ACME shall replace during warranty period defect parts free of charge, ex-works, to Dalian.ACMEs warranty does not apply to any goods which have been opened, disassembled, repaired, or altered by anyone ot
18、her than ACME, Dalian or a ACME authorized service representative or which have been subjected to misuse, misapplication, or abuse. ACME shall not bear any labor or service cost for removing or replacing parts, or any shipping charges. Refrigerants, fluids, oils and expendable items such as filters
19、are not covered by this guarantee.8.4 Should Dalian not provide the necessary after-sales service with respect to the ACME Ice Heads, ACME reserve the right to provide, after informing Dalian sufficiently in advance and both parties agree, such service themselves directly, and Dalian shall pay ACME
20、therefore at ACMEs normal service rates at that time within 30 days after receipt of the respective invoice.9. Advertising / Use of ACME Name9.1 Dalian will provide its own publicity material, catalogues etc., but at Dalians request, ACME will supply samples of catalogues and of maintenance and serv
21、ice instructions as existing at ACME, free of charge.9.2 Dalian shall use the ACME name ACME- with reference to the Ice heads as well as the ice machines in whole packaged Ice Units as allowed by ACME but will cease immediately and not use the ACME name in whole or part again if/when this contract i
22、s terminated. Dalians label will also display on the machine, but both parties shall further discuss the detail size and location. 10. Product Liability Disclaimer10.1 Dalian assumes all duties and obligations arising out of the manufacture, use and sale of Ice Units supplied by Dalian to a potentia
23、l customer and Dalian furthermore assumes all duties and obligations arising out of its customers exploitation of its Ice Units including, without limitation thereto, compliance with any governmental laws, rules, regulations of ordinances, including, without limiting the foregoing, laws, rules, regu
24、lations and ordinances pertaining to employee health, safety and to the environment. Dalian shall, to the extent permitted by law, hold harmless, defend and indemnify ACME against any kind of claim or liability whatsoever arising out of failure or alleged failure or negligence including, without lim
25、itation, claims based on the manufacture, handling, use, application manufactured, handled, used, applied or disposed of11. Secrecy11.1 Dalian agrees, on its behalf and on behalf of its employees and representatives to treat any business secrets of ACME, in particular information marked as “confiden
26、tial”, as strictly confidential during and after the period of validity of this Agreement. Upon termination of this Agreement, Dalian will return to ACME all correspondence, printed matter, drawings, price lists and other informatory material of ACME at that time in its possession and will not be en
27、titled to keep copies, extracts of translations thereof. All the above referenced material shall be returned to ACME with the exception of that necessary to properly maintain and repair existing equipment.11.2 -12. LanguageThe language used between Dalian and ACME shall be English.All documents, cor
28、respondence, etc. will be given in English.13. Validity of the Agreement13.1 If any clause or part of this Agreement should be found to be invalid for any reason, this shall not affect the effectiveness of the other clauses or parts of this Agreement, and in lieu of the invalid clause or part of the
29、 Agreement such valid rule shall then apply as bears the closest similarity in sense and content of the invalid part.14. Termination14.1 This agreement shall take effect as of the date written and thereafter continue in effect unless terminated:a) Immediately by manufacturer in the event representat
30、ive attempts to assign this agreement to a third party, has a change in control or management unacceptable to manufacturer, ceases to function as a normal going business including filing a petition of bankruptcy or becoming involved in receivership, bankruptcy or insolvency proceedings.b) Within thi
31、rty (30) days by manufacturer if for a period of at least eight (8) months representative fails to generate a sale of products on manufacturers behalf.Termination upon notice, as above, can be done as a matter of right and neither party shall be liable to the other for damages or compensation of any
32、 kind including, without limitation, loss of profits.14.2 All samples, brochures, confidential material, trademarks, patents, drawings technical and sales aids, and any other material submitted by manufacturer to representative, are the property of manufacturer and shall be returned to manufacturer
33、forthwith on request whether before or after termination of this agreement. On termination of this agreement representative shall forthwith return to manufacturer any products held by him together with all materials and literature supplied by manufacturer.14.3 On termination of this agreement, manuf
34、acturer shall have the right to appoint a new representative, whether exclusive or non-exclusive, to market and sell the products in the territory.14.4 On termination of this agreement, all obligations of the parties hereby other than with respect to confidentiality, non-solicitation, return of prod
35、ucts and other materials and payment of commissions shall terminate and be of no further force and effect.15. Arbitration and Law Applicable15.1 al disputes arising in connection with this Agreement and/or with any business covered by the same shall be solely and finally settled by the terms of the
36、“International Sales of goods Act” with the location for such final arbitration to be Stockholm, Sweden.16. Duration of the Agreement16.1 This Agreement comes into force when signed by both parties for a minimum period of one year. It expires on month after the dispatch of a written notice of termin
37、ation to be sent by on party to the other party by registered mail. In case that none of the parties do terminate the contract it will be automatically continued for another year.16.2 This Agreement may only be changed by agreement of both parties in writing. Dalian Refrigeration Co., Ltd. ACME Fluid Handling Pty. Ltd.By: By: Authorized Signature Authorized SignatureDate: Date:
