A G R E E M E N T
B E T W E E N:(1)
FIRST PARTY
Neusoft Medical Systems Co.,Ltd. (hereinafter referred to as ‘Neusoft’), whose registered office
is in Shenyang,China;
And
(2)
SECOND PARTY
Chain International Transport Services FZE (hereinafter referred to as “Chain FZE”), whose
registered office is in Building 4E-B, Room 236 Dubai Airport Free Zone
Dubai, United Arab Emirates
1.
Interpretation of This Agreement
The defined terms and other provisions in Schedule 1 will apply.
2.
Warehousing Service
2.1 Chain FZE will provide the Warehousing Service and local delivery in Iran on the terms of this Agreement
and in accordance with the Service Specification and Neusoft will pay the Charges to CHAIN FZE in accordance
with Schedule 2.
CHAIN FZE will use their reasonable skills and will take reasonable care in providing the
Warehousing Service which will be provided throughout Tehran and Iran. Cargo will be delivered to Chain FZE
warehouse in Tehran by agent of Neusoft .
2.2 The Warehousing Service will comprise the operation and management of the Distribution Centre for the
intake, storage, picking, packing and despatch of Stock.
2.3. As the official cnee of the cargo would be regarded legally as the owner of the cargo it an
irrevocable letter from the Iranian client will be delivered to Chain FZE that they transferred all their
right/ownership of the cargo to Neosoft . The approved original letter by Notary office will be showed
to Chain FZE and a copy of it will be delivered to them as well . Otherwise every instruction must be
supported by the Iranian client as well .
Duration
2.4This Agreement will commence on [*2013-9-1 (September, 1st, 2013)*] ("Commencement Date").
2.5 Unless terminated earlier in accordance with Paragraph 5 of Schedule 4, this Agreement may be terminated
by [*one*] months' written notice given by either party to the other.
3.
Responsibility for Stock
The procedures for establishing liability for any Stock which is lost or damaged whilst in CHAIN FZE’s
possession or control as well as the limitations on that liability are set out in Schedule 3 which also includes
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Neusoft's responsibility for ensuring that the Stock is lawful and safe for storage, and handling. Schedule 3
will also apply in respect of insurance.
4.
The General Conditions
The General Conditions in Schedule 4 will apply. These contain important general legal provisions including
certain limitations on the liabilities of the parties.
Schedule 1
INTERPRETATION OF THIS AGREEMENT
1.
In this Agreement and its schedules the expressions listed in column 1 below will have the meanings
respectively set opposite them in column 2 except where inconsistent with the context.
Column
1
“Distribution Centre”
Column
The
2
distribution
centre
[No 51, Sepah Islam Road, Km 12 - Karaj Special Road,1389815311 Tehran,
at
Iran]
from
which
CHAIN FZE will provide the Service. Kala Resanan Chapar with mentioned address is the agent of
Chain FZE in Iran for providing the services which are subject of this contract.
Cargo will be delivered to mentioned address by Neusoft agent in Iran .
"Liabilities"
all costs, claims, expenses, losses, liabilities, orders, awards, proceedings and judgements, of
whatsoever nature howsoever arising
"Material Breach"
means any breach or series of breaches of this Agreement where:(i)
the breach or breaches in question are still continuing and materially adversely affect the level
or quality of the Warehousing Service or if a material breach other than non-payment has been
committed by Neusoft; and
(ii)
the party not in breach has served at least two months' notice specifying such breach or
breaches and requesting improved performance from the other party in future; and
(iii)
such improved performance has not occurred within such two month period.
“Stock”
means Neusoft's goods and merchandise in respect of which the Warehousing Service is provided
"Termination Date"
the date when this Agreement terminates for whatever reason.
2.
Any reference in this Agreement to a Clause Paragraph Schedule or Appendix will (except where the context
otherwise requires) be deemed to be a reference to a Clause, Schedule or Paragraph (as the case may be) of
this Agreement and in the case of a reference to a numbered Paragraph to the Paragraph of that number in the
same schedule as that in which the reference appears.
The Schedules and/or Appendices form part of this
Agreement and will have the same full force and effect as if expressly set out in the body of this Agreement
3.
Any reference to the singular will include the plural and vice versa unless the context otherwise requires.
4.
The headings to clauses and paragraphs in this Agreement, its Schedules and Appendices are for ease of
reference only and will not affect its interpretation.
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5.
In the event of any conflict the terms of this Agreement will prevail over the Schedules and the terms of the
Schedules to this Agreement will prevail over the Appendices to this Agreement.
6.
If any provision of this Agreement is held to be void or declared illegal, invalid or unenforceable for any
reason whatsoever, the provision shall be divisible from this Agreement and shall be deemed to be deleted
from it and the validity of the remaining provisions shall not be affected.
If any such deletion materially
affects the interpretation of this Agreement, the parties shall use their best endeavours to negotiate in good
faith with a view to agreeing a substitute provision as closely as possible reflecting the commercial intention
of the parties.
Schedule 2
PAYMENT AND ACCOUNTING
1.
Charges
Subject to the remaining provisions of this Schedule 2, the Charges in respect of the provision of the
Warehousing Services will be as set out in the APPENDIX.
2.
Adjustment to Charges
The Charges will be subject to adjustment in accordance with the following provisions of this paragraph 2,
and Neusoft reserves the right to confirm the revised Charges first:-
2.1 In respect of the second and each subsequent Year, the Charges will be subject to adjustment by the same
proportion as that by which the Index has changed between the commencement of the Year under review and that
Index one year earlier.
2.2 If there occurs at any time a significant change in the nature and quality of the Warehousing Service required
by Neusoft then CHAIN FZE will be entitled to revise the Charges and the Minimum Charge with a view to
achieving for CHAIN FZE a proportionate level of contribution to overheads and profit which is as nearly as may
be equivalent to that which was intended at the time and in the circumstances in which the previous such Charges
were calculated. Neusoft and CHAIN FZE will endeavour to agree such revised Charges and the revised the
Minimum Charge but in default of agreement the level of the Charges and the Minimum Charge will be Referred
to Arbitration.
2.3 In addition, there will be an adjustment to the Charges on each anniversary and at other times if legislative
change(s) or other changes occur which result in changes in the cost to CHAIN FZE of providing the Warehousing
Service (unless the same have already been taken into account in calculation of the Charges).
The adjustment to
be carried pursuant to this paragraph 2.3 will be such as to leave CHAIN FZE in the same position as it was prior
to the relevant legislative change.
2.4 The assumptions upon which the Charges have been calculated are set out in the Service Specification. If
CHAIN FZE's experience in providing the Warehousing Service differs from that to have been expected had the
assumptions applied in the normal way, CHAIN FZE will be entitled to require that the Charges be amended to
reflect such difference.
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3.
Invoicing and Payment
3.1 Invoices in respect of the Charges will be rendered as soon as practicable after the end of each month. All
invoices raised pursuant to this Agreement above will be paid on the thirty (30) days following the date of invoice
without set-off or deduction on any account or for whatever reason.
3.2 All amounts referred to in this Agreement or payable pursuant to it are net of [Value Added Tax] where
applicable which is due in addition and will be added at the rate in force from time to time.
4.
Unresolved Differences
Any difference or dispute relating to any matter under this Schedule which the parties are unable to resolve
will be Referred to Arbitration.
Schedule 3
RESPONSIBILITY FOR STOCK AND GENERAL INSURANCE PROVISIONS
1.
Having regard to the nature of the Warehousing Service and the availability to the parties of suitable
insurance Neusoft and CHAIN FZE have agreed that the risks respectively borne by them in relation to loss
of or damage to Stock will be governed by the provisions of this Schedule. The parties recognise that the
effecting of such suitable insurance arrangements in accordance with Paragraph 8 below is crucial to the
satisfactory operation of this Schedule.
2.
CHAIN FZE will be liable for Stock lost through
2.1 Loss, damage to Stock in the Distribution Centre which results from CHAIN FZE
3.
For the purposes of assessing CHAIN FZE’s liability for loss of or damage to Stock, the value of the Stock
will be:-
3.1 where Stock is lost, the manufacturing cost(lower than the commercial invoice) of such Stock to Customer;
and
3.2 where such Stock is damaged:
3.2.1 the manufacturing cost(lower than the commercial invoice) of such damaged Stock ( less an
allowance for the portion of damaged Stock that can be recovered); base on assessment of the insurance
company or the negotiation of both parties . However Chain FZE will not be liable for any damage
claimed which is not identifiable. Chain FZE also will not be liable which could not be discovered at the
time of receiving the goods and/or during the time goods were in custody/control of the Chain FZE.
3.2.2 the cost of repairing the same to Customers reasonable satisfaction base on assessment of the
insurance company or the negotiation of both parties.
3.3 Loss or damage results from Chain FZE should be
proven by Neosoft against acceptable evidence
showing that default is on part of Chain FZE. (For each shipment, Chain FZE should give Neusoft the Delivery
notes and picture to indicate the cargo is good or not).
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4.
CHAIN FZE will not be liable for:-
4.1 Stock lost or damaged through any other cause than provided in Paragraph 2.
4.2 Stock lost or damaged unless such Stock was in good and saleable condition when delivered to CHAIN FZE.
It mutually understands that Chain FZE will only check external condition of the cargo . Delivery notes
should be endorsed with details of any problems.
4.3 any claim unless the same is notified to CHAIN FZE by Neusoft and confirmed in writing to CHAIN FZE
within 48 working hours of its delivery by CHAIN FZE.
4.4 the contents of any sealed carton or container which bears no evidence of having been opened.
4.5 Stock found to be missing on dismantling of any pallet load.
4.6 loss, or damage to any Stock due to faulty or inadequate packaging or insufficient or improper labelling or
addressing unless CHAIN FZE has agreed to provide these services.
4.7 loss, or damage to any Stock arising from a Force Majeure Event or any requisition or destruction of or
damage to Stock by or under the order of any governmental or public or local authority，but CHAIN FZE should
notify Neusoft in advance and assist Neusoft to take reasonable action to minimise its loss.
4.8 loss, or damage to any Stock arising from the error, act, omission, mis-statement, mis-representation or fraud
by Neusoft or other owner of the Stock or by the servants or agents of either of them.
4.9 loss, or damage to any Stock due to wastage in bulk or weight, latent defect or inherent defect, vice or natural
deterioration of the Stock.
4.10 Any loss of or damage to Stock established by reference to any system owned or operated by Customer or
by some person (apart from CHAIN FZE) on its behalf unless and until CHAIN FZE has approved such system.
CHAIN FZE will not unreasonably withhold or delay its approval to any such system and where it refuses
approval to any such system, CHAIN FZE will give reasons for doing so and will where appropriate give details of
modifications required in relation to such system for securing approval.
5.
If CHAIN FZE disputes the completeness or content of any consignment or part consignment of Stock
delivered into its custody, CHAIN FZE will be entitled to set the same aside and delay delivery thereof
pending a joint inspection by Neusoft and CHAIN FZE.
6.
Neusoft warrants to CHAIN FZE that: -
6.1 all Stock will be safe for storage and handling provided the same is dealt with by CHAIN FZE in accordance
with all reasonable instructions in that regard given by Neusoft; and
6.2 no Stock comprises, contains or is packaged in any dangerous, noxious or illegal substance;
and
6.3 it will give CHAIN FZE details of the manner in which Stock is to be stored and if Stock is liable to
deteriorate over time the period after which this is likely to occur.
7.
Neusoft will indemnify and keep indemnified CHAIN FZE against all Liabilities arising directly or indirectly
out of:-
7.1 any breach by Neusoft of the warranties given in Paragraph 6;
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7.2 Claims and demands of any nature in respect of loss damage or delay to the Stock made by any third party;
8.
Insurance
8.1 All insurance cover to be taken out under this Paragraph 8 will be on substantially similar terms to those upon
which insurance of that kind is normally taken out including (but with limitation) being subject to such excess
liability as Customer and CHAIN FZE shall agree based on their limited liability insurance cover.
8.2 CHAIN FZE will effect and maintain insurance cover for its liability for Stock pursuant to Paragraph 2 of this
Schedule 3. Neusoft will effect and maintain insurance cover for its stock except the CHAIN FZE limited liability
for Stock pursuant to Paragraph 2 of this Schedule 3
8.3 Each of CHAIN FZE and Neusoft will be entitled to require that the other of them produces to it such
evidence as it reasonably requires of compliance with the provisions of this paragraph 8.
8.4
Liability of Chain FZE is not higher than the declared value of the cargo in Rial .In this case value of the cargo
will be calculated in Rial based on Neusoft presenting acceptable evidence for the value of the cargo
.Currency Adjust Factor for such calculation will be USD official rate .For converting Rial to USD for
any payment to Neusoft,
CAF will be market rate as USD with official rate is not available .
8.5 For the delay over 4 days Chain FZE Liability could not be higher than freight charge for moving the cargo;
8.6
NEUSOFT arrange insurance cover whilst the goods are in transit from origin to CHAIN FZE Warehouse in
Tehran, This insurance will include intermediate storage in Customs house of arrival and subsequent local
transportation from Customs house to CHAIN FZE Warehouse in Tehran.
CHAIN FZE arranges liability insurance cover whilst goods are stored at CHAIN FZE Warehouse in Teheran
.CHAIN FZE will extend their liability insurance arrangement to also include the transportation /distribution of
goods from CHAIN FZE Warehouse in Tehran to interior destinations (Customers’ place of final delivery), the
value of cargo for increasing liability insurance will be in Rial based on converting USD value of the cargo to
official rate
of exchange which is mentioned in appendix 4. The premium for increasing the liability insurance
will be paid by Neusoft to Chain FZE based on premium mentioned on appendix 4
.
Schedule 4
GENERAL CONDITIONS
1.
Consequential Loss
Notwithstanding any other provision of this Agreement, CHAIN FZE’s liability in respect of any breach of
this Agreement and breach of any other obligation whether in contract or tort arising out of or in connection
with this Agreement or its performance (in each case whether caused by negligence or otherwise) will be
limited so that:
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(i)
it will not be liable for any loss of indirect profit, claims by third parties, loss of goodwill or
reputation or loss of business or for any consequential, indirect or incidental loss, damage or
expense provided that this paragraph will not operate to CHAIN FZE’s liability to the extent that
any such breach results in death or personal injury and is caused by CHAIN FZE’s negligence; and
2.
Circumstances when CHAIN FZE will not be liable
CHAIN FZE will not be deemed to have breached its obligations under this Agreement to the extent that any
act or omission on CHAIN FZE’s part is due to:-
2.1 any delay, or failure to give instructions or authority by Neusoft or any person on its behalf
in respect of
any matter where the same has been properly sought or where there is any breakdown in or failure on Neusoft’s
part to comply with any agreed system; and
2.2 the impact of any sudden or unplanned variations in Neusoft’s requirements and any steps which Neusoft
requires CHAIN FZE to take to deal with them.
3.
Force Majeure
3.1 Neither CHAIN FZE nor Neusoft will be liable to each other to any extent in relation to any Force Majeure
Event.
A Force Majeure Event is a failure by either party to fulfil its obligations under this Agreement due to
reasons beyond its reasonable control.
Without limiting the meaning of that expression, “reasons beyond its
reasonable control” may include industrial disputes of any kind (including road blockages) whether involving the
employees of either party or those of any other person, government intervention, act of war and other hostilities,
storm, fire, flood, theft, riot, pandemics, epidemics and earthquake.
3.2 As soon as either party becomes aware that a Force Majeure Event has occurred or is likely to occur, that
party will notify the other party.
The parties will then meet as soon as possible and will agree what action should
be taken to avoid or mitigate the effects of the Force Majeure Event.
3.3 This Paragraph 3.3 will apply whilst a Force Majeure Event is continuing.
CHAIN FZE will if practicable
make reasonable arrangements for ensuring continuity of the Warehousing Service and Neusoft will pay to
CHAIN FZE an amount equal to the Minimum Charge or if greater the amount of the Charges due in respect of
Stock actually stored during such period.
3.4 If a failure to fulfil obligations due to a Force Majeure Event by one party has a material adverse effect on the
business of the other party and persists for more than 30 days after that other party has served notice specifying the
Force Majeure Event and its consequences for that other party, that party will be entitled to terminate this
Agreement by serving 30 days’ written notice if so to terminate is at the date of serving notice reasonably likely to
significantly reduce the adverse effect referred to in this Paragraph 3.4.
4.
Suspension of Warehousing Service for Non-Payment
4.1 If any amount is overdue for payment, CHAIN FZE may serve notice requiring payment.
If such payment is
not received within 14(fourteen) days of service of such notice then, without prejudice to any other its rights under
this agreement, CHAIN FZE will be entitled to suspend provision of all or any part of the Warehousing Service
until payment in full of the sum demanded has been made.
For the avoidance of doubt it is confirmed that in
respect of any period of suspension pursuant to this Paragraph 4 Neusoft will remain liable to pay for all Charges
in accordance with the provisions of Schedule 2.
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4.2 Without prejudice to any other rights CHAIN FZE may have against Neusoft, if any sum due under this
Agreement is not paid within 14 days after becoming due or if CHAIN FZE reasonably forms the view that
Neusoft is or is likely to become unable to pay its debts when due, CHAIN FZE may at its absolute discretion sell
by auction any and all Stock in its possession or control as agent for the owner or Neusoft and for that purpose
may open or break open (without being liable for any damage unavoidably caused thereby) any box or package
and the balance of the proceeds of any such sale after deducting the costs thereof and incidental thereto shall be
applied in satisfaction of all such sums due and upon accounting to Neusoft or owner for any residue (if any)
CHAIN FZE shall be discharged from all Liability whatsoever in respect of such Stock. Neusoft irrevocably agrees
that during any period when CHAIN FZE shall be exercising its rights of lien, CHAIN FZE shall be entitled to
continue to occupy and use any premises, storage facility and other assets in the ownership of or under the control
of Neusoft.
5.
Termination for Cause
Notwithstanding any other provision, this Agreement may be terminated by immediate notice in writing:-
5.1 by either party to the other where the other party has committed a Material Breach within the preceding
3 months; or
5.2 by either party to the other if there is a change in Control of that other party or of its ultimate holding
company.
5.3 by CHAIN FZE to Neusoft where an invoice rendered by CHAIN FZE remains wholly or partly unpaid by
Neusoft for more than 14 days after the same became due provided that CHAIN FZE has first demanded payment
in writing and the invoice has remained unpaid for 7 days after service of such demand; or
5.4 by either party giving notice to the other in the event that that other enters into any liquidation whether
compulsory or voluntary (except for a reconstruction or amalgamation) or has a receiver including an
administrative receiver appointed.
6.
Consequences of Termination
Termination of this Agreement for any reason shall be without prejudice to the rights of the parties accrued
at the Termination Date and to any rights which are expressed, or by implication intended, to continue in
force thereafter.
After the termination, CHAIN FZE must assist Neusoft to finish all the transfer to new warehouse.
7.
Arbitration
Any dispute, controversy or claim arising out of or relating to this Agreement or any other agreements
arising out of or relating to it, which is not settled by agreement between the parties shall be finally settled in
accordance with the Rules and procedure of the Singapore International Arbitration Centre.
7.1
Arbitration by One Arbitrator:
If the parties agree to a one-arbitrator arbitration, the parties
shall agree upon and appoint an arbitrator, after first ascertaining that the appointee consents to act,
within thirty (30) days from the date on which written notice of referral to arbitration by one party
is received by the other party (the “Notice Date”).
7.2
Arbitration by Three Arbitrators:
If the parties are unable to agree on a one arbitrator
arbitration, or having so agreed, are unable to agree on the arbitrator within fourteen (14) days
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from the notice date, then the arbitration shall be conducted by and before three arbitrators, who
shall be appointed as follows. Each party shall appoint one arbitrator, after first ascertaining that
the appointee consents to act and notify the other party in writing of the appointment within twenty
eight (28) days from the Notice Date.
The appointed arbitrators shall agree upon and appoint the
third arbitrator, after first ascertaining that the appointee consents to act, and notify the parties in
writing of the appointment within forty two(42) days from the Notice Date.
7.3
Arbitrator Qualifications:
The arbitrator(s) selected shall be impartial, and shall have had no
interest in or previous connection with the matters in dispute.
Neither past nor present employees
nor directors of either party, legal counsel retained by either party, or persons related to these
persons shall be selected as arbitrators.
7.4
Arbitration Procedures:
The parties shall agree upon the rules of procedure which shall govern
the arbitration proceedings.
If the parties are unable to agree upon the applicable rules of
procedure, the arbitrator(s) shall (by majority vote if more than one), establish the applicable rules
of procedure.
7.5
Arbitrators Not Conciliators:
The parties hereby explicitly consent to the appointment of
arbitrators in accordance with the Regulations and Rules of this Agreement, and the parties
expressly agree that the arbitrators so appointed are arbitrators and not conciliators, and have no
authority to effect conciliation.
7.6
Arbitrator Replacement:
If at any time, any arbitrator who was appointed by one of the parties
dies, withdraws or otherwise becomes incapable of acting, he shall be replaced with another
arbitrator by the party who appointed him within a period of thirty (30) days from his death or from
the date on which the remaining arbitrators serve a joint, written notice of such withdrawal or
incapacity upon the parties.
If, at any time, any arbitrator who was appointed by agreement of the
parties or by the remaining arbitrators dies, withdraws or otherwise becomes incapable of acting,
he shall be replaced by agreement of the parties or by the remaining arbitrators within a period of
sixty (60) days from his death, or from the date on which the remaining arbitrators serve a joint,
written notice of such withdrawal or incapacity upon the parties. In the event of the replacement
of any arbitrator, the arbitration proceedings shall thereupon, insofar as possible, be continued
without rehearing unless all the parties and the arbitrators agree to recommence the proceedings.
7.7
Basis for Award:
The arbitrators shall base their award only upon the evidence presented to
them, the terms of the contractual arrangements between the parties, and the laws of Singapore.
8.
Whole Agreement
8.1 This Agreement, its Schedules and Appendices comprise the entire agreement between the parties. Each Party
acknowledges that, in entering into this Agreement it does not do so on the basis of, and does not rely on, any
representation (provided that this paragraph 8.1 will not limit the liability of any party for misrepresentation made
fraudulently or dishonestly), warranty or other provision (except as expressly provided herein), and all conditions
warranties or other terms implied by statute, or common law (except as expressly provided herein) are hereby
excluded to the fullest extent permitted by law.
8.2 Together this Agreement, its Schedules and Appendices supersede all previous agreements and arrangements
between the parties [*but is without prejudice to the continued efficacy of the letter from Neusoft to [*CHAIN
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FZE*] as the same relates to all matters arising or relating to events and circumstances before the Commencement
Date*].
9.
Exclusions and Limitations on Liability Reasonable
The parties have taken such advice in relation to this Agreement as they respectively consider appropriate
and have considered carefully all the terms set out herein.
The parties each confirm that all the exclusions
of and limitations to the liability of the other party set out in this Agreement are reasonable.
In giving such
confirmation, the parties have considered particularly the arrangements for insurance of Stock already
effected or to be effected pursuant to this Agreement.
10.
Waivers
10.1 No failure of either party to exercise any power given to it under this Agreement or to insist upon strict
compliance by the other with any obligation and no custom or practice of either party which is at variance with the
terms of this Agreement will constitute any waiver of any of that party’s rights under this Agreement
10.2 Waiver by either Neusoft or CHAIN FZE (“Injured Party”) of any particular default by the other of them
(“Defaulting Party”) will not affect or impair the Injured Party’s rights in respect of any subsequent default of any
kind by the Defaulting Party and any delay or omission of the Injured Party to exercise any rights arising from any
default of the Defaulting Party will not affect or impair the Injured Party’s rights in respect of the said default or
any other default of any kind
11.
Transferability
11.1 This Agreement cannot be transferred or assigned by the parties otherwise than to their respective
subsidiaries or holding companies provided that any such assignment will immediately cease to have effect if the
company in whose favour such assignment was made ceases to be a member of the same group of companies as
the original party to this Agreement in which case this Agreement will be automatically reassigned to such original
party.
11.2 Notwithstanding Paragraph 11.1 CHAIN FZE may sub-contract any or all of its rights and obligations under
this Agreement and may use its own or any other person’s storage accommodation, vehicles, plant or equipment
and the responsibilities and consequences shall be borned by CHAIN FZE.
In deciding which subcontractors to
appoint CHAIN FZE will consider any representations made by Neusoft.
12.
Rights of Third Parties
12.1
It is the intention of the parties that no term of this Agreement may be enforced by any person who
is not a party to this Agreement (a “third party”) notwithstanding that any such term of this
Agreement may purport to confer, or may be construed as conferring, any benefit on such third
party and irrespective of whether such third party is identified in this Agreement.
13.
Confidentiality
CHAIN FZE and Neusoft undertake to each other that each of them will respectively use its best endeavours
to procure that all confidential information is:13.1
kept confidential and not reproduced
copied or disclosed to any third party (except as required
under this Agreement or by law); and
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13.2
not used for any purpose other than as required by this Agreement.
The obligations under this Clause 13 will include the use of best endeavours by each of the parties to ensure
that their respective employees, agents accountants and experts comply with the terms of this Clause.
This
Clause 13 will not apply to information which is not by its nature confidential or which comes into the public
domain otherwise than by a breach of this Agreement.
14.
Variations
No variation of this Agreement or its Schedules and Appendices will be valid or effective unless in writing
and signed by a director of Neusoft and a director of CHAIN FZE.
15.
Notices
15.1
Notices to be given under this Agreement will be in writing and sent or transmitted by letter.
Such letter may be sent by first class registered post, delivered by hand or despatched by fax to the
party to be served at its registered office for the time being an additional copy will be sent to the
person last known to be acting as legal representative of the party to be served.
15.2
Notices sent by DHL will be deemed to have been served 48 hours after the time of posting and
notices delivered by hand will be deemed to have been served at the time of delivery.
Notices
sent by fax will be deemed to have been delivered at the time of receipt of the fax.
16,
Governing Law
This Agreement will be governed in accordance with the laws of Singapore.
17,
The Property of the equipment
After Termination of the contract, any goods of the “Neusoft Medical Systems Co.,Ltd.” Under possession of
“CHAIN FZE” shall be returned to the Neusoft Medical Systems Co.,Ltd
by Neosoft cost.
and CHAIN FZE shall provide assistance obligations.
Provided Neosoft has settled all the outstanding in advance prior to returning back the goods .
18, If the quotation is raised, CHAIN FZE must give a formal written notice and explain the reason for it.
After
the negotiation of the two parties, CHAIN FZE and Neusoft must sign and stamp on the agreed new quotation.
APPENDIX 1：
SCOPE OF WORK
No.
Operation Description
Neusoft
Chain FZE
Offload the cargo within 1 working day after reaching the Chain FZE
1
R
warehouse.
2
Provide the warehouse service and keep the safety of all the cargo
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R
CONSIGNEE
3
Inbound, Outbound handling
R
4
Provide the inbound,outbound and inventory report every week
R
5
Local delivery in Iran
R
6
The insurance for the stock in Neusoft Iran warehouse
R
7
The insurance for the all the cargo in transportation
R
Define: R = RESPONSIBILITY
S = SUPPORT
APPENDIX 2：
Item
Warehouse Requirment
1
The covered area for the
warehouse is 50 SQM
2
The warehouse must have Rack
3
The temperature must be
controlled 10 to 27 Degrees
centigrade
4
with one forklift(shared)
5
with fire extinguisher
6
with computer and internet
7
Warehouse Manager
8
Inbound, Outbound,Inventory
control and report for every week
APPENDIX 3:
Origin
Destination
Lead time for
delivery
Quotation(USD)
(hours)
0.25 - 2(kg)
per 1kg adder up to 2kg
Tehran warehouse
Abadan
48.0
3.50
0.7
Tehran warehouse
Abadeh
72.0
3.50
0.7
Tehran warehouse
Ahvaz
48.0
3.50
0.7
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Tehran warehouse
Andimeshk
48.0
Tehran warehouse
Babol
Tehran warehouse
24.0
3.50
2.63
0.7
0.55
Behbahan
96.0
3.50
0.7
Tehran warehouse
Bokan
72.0
3.50
0.7
Tehran warehouse
Borazjan
96.0
3.50
0.7
Tehran warehouse
Borujerd
24.0
3.50
0.7
Tehran warehouse
Darab
72.0
3.50
0.7
Tehran warehouse
Dezfol
48.0
3.50
0.7
Tehran warehouse
Farokh shahr
48.0
3.50
0.7
Tehran warehouse
Ferdows
96.0
3.50
0.7
Tehran warehouse
Firoz abad
72.0
Tehran warehouse
Tehran warehouse
Tehran warehouse
Gazvin
Ghochan
Ghom
24.0
96.0
24.0
3.50
2.63
3.50
2.63
0.7
0.55
0.7
0.55
Tehran warehouse
Gonabad
96.0
3.50
0.7
Tehran warehouse
Isfahan
24.0
3.50
0.7
Tehran warehouse
Islam abad
72.0
3.50
0.7
Tehran warehouse
Jahrom
72.0
3.50
0.7
Tehran warehouse
Kashmar
48.0
3.50
0.7
Tehran warehouse
Kerman
48.0
3.50
0.7
Tehran warehouse
Kermanshah
24.0
3.50
0.7
Tehran warehouse
Khomeini
Shahr
48.0
3.50
0.7
Tehran warehouse
Khoram abad
24.0
Tehran warehouse
Lahijan
24.0
3.50
2.63
0.7
0.55
Tehran warehouse
Lamerd
72.0
3.50
0.7
Tehran warehouse
Mahshahr
96.0
3.50
0.7
Tehran warehouse
Mako
72.0
Tehran warehouse
Malayer
24.0
3.50
2.63
0.7
0.55
Tehran warehouse
Maragheh
48.0
3.50
0.7
Tehran warehouse
Mashad
48.0
3.50
0.7
Tehran warehouse
Miandoab
48.0
3.50
0.7
Tehran warehouse
Naghadeh
72.0
3.50
0.7
Tehran warehouse
Neyriz
72.0
3.50
0.7
Tehran warehouse
Orumieh
48.0
3.50
0.7
Tehran warehouse
Sabzevar
48.0
3.50
0.7
Tehran warehouse
Sardasht
72.0
3.50
0.7
Tehran warehouse
Saveh
24.0
3.50
0.55
13/15
Tehran warehouse
Shahin shahr
48.0
3.50
0.7
Tehran warehouse
Shahriar
24.0
3.50
0.55
Tehran warehouse
Shiraz
48.0
3.50
0.7
Tehran warehouse
Shosh
96.0
3.50
0.7
Tehran warehouse
Shoshtar
96.0
3.50
0.7
Tehran warehouse
Taibad
96.0
3.50
0.7
Tehran warehouse
Tebriz
24.0
Tehran warehouse
Tehran
Torbate
heydarieh
24.0
3.50
2.45
0.7
0.50
96.0
3.50
0.7
Tehran warehouse
Torbate jam
96.0
Tehran warehouse
Tehran warehouse
Varamin
Zarrin shahr
24.0
48.0
3.50
2.63
3.50
0.7
0.55
0.7
Tehran warehouse

The quotation is the same for the delivery from the above destination back to Chain FZE Tehran
warehouse.
APPENDIX 4:
-
Monthly rental rate for 50 SQM including temperature control:
USD 920
per month. Validity of warehouse rental is : March 20 , 2014
Rate of Local transportation charges are subject to alteration based on currency
adjustment factor and fuel rate.
In/Out Charge, USD 2 per CBM, minimum USD 8 per consignment.
Warehouse management System Charges: USD 150 per month.
Packaging charges starting from USD 2 per carton (1 KGS). Rest will be agreed
case by case based on dimension, weight and type of packaging.
Labeling cost USD 0.1 per label
Over time charges USD 6 per worker / hour (Normal working hours as
Of
8: 30 am - 16:30 pm)
Photograph : USD 1.5 per photo
Premium based on Value of cargo USD 250’000 * IRR 25’000
(official USD
rate)= IRR :6’250’000’000
Premium for increasing liability insurance of Chain FZE for local transportation is IRR
45’000’000 . Neusoft will pay to Chain FZE in USD based on market exchange rate for USD
i.e. USD 1’500.-
-
Premium for increasing liability insurance of Chain FZE for warehouse is 2.25/1000. Neusoft
will pay USD 562.50 to Chain FZE
-
Premium for total theft of warehouse will be announced after signing the contract and visiting
our warehouse by insurance representative.
-
Payment of Insurance premium must be done immediately after signing the contract to Chain
FZE account .
-
Chain FZE should show the original Insurance Policy and give the copy of it to Neusoft".
14/15
-
All the rates are subject to current local tariff , currency adjustment factor , fuel
rate and availability of truck /van .
All charges are subject to 6% VAT.
APPENDIX 5:
Neusoft will pay the money to the following bank account
ACCOUNT NAME: CHAIN INTERNATIONAL TRANSPORT SERVICES FZE
BANK: EMIRATES NBD
BRANCH: DAFZA, DUBAI
ACCOUNT NUMBER: IBAN (INTERNATIONAL BANK ACCOUNTS NUMBER)
USD AE64 0260 0010 2130 1438 201
SWIFT CODE: EBILAEAD
Signed for and on behalf of the Neusoft
Signature:
Name:
Title:
Date:
Signed for and on behalf of CHAIN FZE
Signature:
Name:
Title:
Date:
15/15