CONTRACT No. 7025806
Date: 10 March, 2010
Sumy, Ukraine

Open Joint – Stock Company «Sumy Frunze Machine Building Science and Production Association»,Ukraine in the person of Head of Sales Department Mr. A.A.Artyukhov, , Acting Sales Director, acting on the basis of the Letter of Attorney No. 18-49/355 dd. December 30, 2009, hereinafter refereed to as Seller, being juridical person inaccordance with acting legislation of Ukraine and located at 58, Gorkogo Str., 40004 Sumy, Ukraine from the one hand
and
Fives Cail, a company incorporated in accordance with the laws of France, located at 22, rue de Carrousel-Parc de la Cimaise- BP10374-59669 Villeneuve d’Ascq Cedex- France, represented by Mrs. Francoise Corda, Purchaser, acting on the basis of Articles of Association, hereinafterreferred to as the “Buyer”, on the other hand, jointly referencing hereafter as “ Parties ” , have concluded the present Contract, hereinafter refereed to as “Contract” on the following:

1. Subject of the Contract

1.1. The Seller undertakes to assign to the Buyer’s property the items, hereinafter referred to as “the Goods”, and the Buyer undertakes to accept and to pay for the Goodson conditions, in order and term stipulated by the present Contract.

1.2 Quantity of the Goods supplied under the present Contract and other characteristics of the Goods are given in Specification No 1 (Appendix No.1), being an integral part thereof .

2. Price and the total value of the Contract

2.1. The price of the Goods are given in EURO on terms FCA Sumy, Ukraine, according toINCOTERMS 2000.

2.2. The total value of the Goods is EURO 39770.00 (Say: Thirty Nine Thousand Seven Hundred and Seventy EUROonly) and includes price of Goods, cost of shipping documents, and expenses according to the delivery terms.

2.3 Currency of the Contract and payment is EURO.

2.4. The price of the Goods and the total value of the Contract are not subject to alterations.

3.Quantity and quality of the Good

3.1. Quantity of the Goods is given in Specification No.1.

3.2. Quality of the Goods shall correspond to Seller’s drawings and specifications of the Goods and to the requirements, applicable to the products of this kind, and shall be confirmed by Compliance Certificate to the Buyer by the Seller.

3.3. The Seller guarantees appropriate quality of the suppliedGoods till 31 January 2012 provided that the Buyer obeys the requirements for Goods’ transportation, operation and storage according to the technical and operational documentation.

3.4. If the Buyer detects any shortage and/or defect of the supplied Goods, the Buyer upon reveal of such defects and/or shortages shall invite in written form within 10 days the Seller’s representative to issue areport about such non-complete and/or defective Goods.
If Seller’s representative fails to come within 10 days after the date of receipt of such an invitation, the Buyer shall issue the report about non-complete and/or defective Goods together with a representative of Chamber of Commerce and Industry of Buyer’s country.

3.5. The Seller shall supply none-complete Goods and eliminate the defects ofsupplied Goods detected by the Buyer during the guarantee period and, if it is impossible, shall replace the defective Goods and supply none-complete Goods at his own account within 75 days from the date of report about detected defective Goods.
3.6. The Seller will develop and send to the Buyer for the approval a Quality Control Plan within 20 days after contract signing.
3.7. The Buyer willsend its authorized quality inspectors to the Seller’s manufacturing facility in Sumy to participate the inspection stages, as specified in the Quality Control Plan.
The Seller will make all necessary arrangements for Buyer’s inspector transfer, hotel booking and permission to the fabrication facility.
The cost of inspection and all related expenses are for Buyer’s account.

4. Basic terms of…