CONTRACT NUMBER : BLEN-SAWIG/5BRE/100120
TRANSACTION CODE: DBHPP45785520163356-SWIT
DATE: JAN 10, 2020
PRIVATE & CONFIDENTIAL
AGREEMENT ON DELIVERY OF CASH FUNDS
FOR INVESTMENTS VIA IPIP: BLEN-SAWIG/5BRE/100120
THIS AGREEMENT ON DELIVERY OF CASH FUNDS FOR INVESTMENTS VIA IPIP TRANSFER (HEREIN AFTER
REFERRED TO AS AGREEMENT) IS MADE AND EFFECTIVE ON THIS DAY OF JANUARY 10, 2020 BETWEEN
COMPANY NAME
GTS GMBH (GERMAN TECHNOLOGY SYSTEMS)
COMPANY ADDRESS
95448, BAUREYTH, ALLENSTEINER RING 2B, GERMANY
COMPANY REG. NO
HRB 5216
REPRESENTED BY
MRS.LARYSA HUMMEL
PASSPORT NO.
CG04M1RL9
DATE OF ISSUE
07.07.2015
DATE OF EXPIRE
06.07.2025
COUNTRY OF ISSUE:
GERMANY
BANK NAME
DEUTSCHE BANK AG
BANK ADDRESS
THEODOR-HEUSS-ALLEE 70, D-60262 FRANKFURT AM MAIN, GERMANY
ACCOUNT NAME
GTS GmbH (German Technology Systems)
SWIFT CODE, IBAN
DEUTDEFFXXX
BANK OFFICER NAME
MR. STUART LEWIS
BANK TELEPHONE NO./FAX
+49 69 910 32010-60 oder, +49 69 910 31 183
HEREINAFTER REFERRED TO AS “PARTY A (SENDER)”AND
COMPANY NAME
COMPANY ADDRESS
COMPANY REG. NUMBER
REPRESENTED BY
PASSPORT NO.
NATIONALITY
DATE OF ISSUE
DATE OF EXPIRY
BANK NAME
BANK ADDRESS
ACCOUNT NAME
ACCOUNT NUMBER (EURO)
IBAN NUMBER (EURO)
SWIFT CODE
BANK OFFICER NAME
BANK OFFICER TEL / FAX /
EMAL
SAWANGPATTANA INTER GROUP CO. LTD
1111/98 BAAN KLANG MUENG, LADPRAO ROAD, CHANKASEM,
CHATUCHAK, BANGKOK THAI LAND 10900.
0105556X40781.
MR. SAWANG JANA
AB2472144
THAILAND
11 JAN 2019
10 JAN 2024
SIAM COMMERCIAL BANK PCL
9 RUTCHADAPISEK RD., JATUJAK, BANGKOK THAILAND
SAWANGPATTANA INTER GROUP CO. LTD
111-200979-3-978 (EURO)
111-200979-3-978 (EURO)
SICOTHBK
KETSARIN KANJANANIYOM
+66 2544 5397/Ketsarin.kanjananiyom@scb.co.th
SENDER
RECEIVER
Page 1 of 14
CONTRACT NUMBER : BLEN-SAWIG/5BRE/100120
TRANSACTION CODE: DBHPP45785520163356-SWIT
DATE: JAN 10, 2020
BANK WEB SITE
PRIVATE & CONFIDENTIAL
http://www.scb.co.th/
HEREINAFTER REFERRED TO AS “PARTY B (RECEIVER)”, ON THE OTHER SIDE,
WITH FULL LEGAL, WITH FULL LEGAL AND CORPORATE AUTHORITY TO SIGNTHIS AGREEMENT,
(HEREINAFTER REFERRED TO AS FIRST PARTY AND/OR SENDER), WITH FULL LEGAL AND CORPORATE
AUTHORITY TO SIGN THIS AGREEMENT, (HEREINAFTER REFERRED TO SIGN THIS AGREEMENT,
(HEREINAFTER REFERRED TO AS SECOND PARTY AND/OR RECEIVER).
WHEREAS, PARTY A ARE INDIVIDUALLY KNOWN AS FIRST PARTY AND/OR SENDER AND SECOND PARTY
AND/OR RECEIVER AND JOINTLY KNOWN AS PARTIES; AND
WHEREAS, SENDER IS HOLDING AN ACCOUNT AT DEUTSCHE BANK AG (GERMANY) AGWITH CASH FUNDS
TO
BE TRANSFERRED TO SECOND PARTY’S DESIGNATED ACCOUNT VIA IPIP SERVER TRANSFER FOR
FURTHER INVESTMENTS; AND
WHEREAS, RECEIVER IS READY, WILLING AND ABLE TO RECEIVE SAID CASH FUNDS INTO ITS
DESIGNATED ACCOUNT VIA IPIP SERVER TRANSFER AND TO EXECUTE THE DISTRIBUTION AND
TRANSFER OF SAID RECEIVED FUNDS TO DESIGNATED PARTIES AND BANK ACCOUNTS VIA SWIFT
MT103 CASH, IN ACCORDANCE TO THE TERMS AND CONDITIONS STATED IN THIS AGREEMENT; AND
WHEREAS, RECEIVER HAS FURTHER MADE ARRANGEMENT WITH A THIRD PARTY (HEREINAFTER
REFERRED TO AS FACILITATOR), TO FACILITATE THE EXECUTION OF THE SAID DELIVERY OF CASH FUNDS
FOR INVESTMENTS AND RECEIVER AND FACILITATOR SHALL AUTHORIZE AND INSTRUCT THEIR
DESIGNATED
TRUSTEE TO RECEIVE SAID FUNDS AND PROCEED ON THE AGREED DISTRIBUTION AND TRANSFER OF
CASH
FUNDS, IN ACCORDANCE TO THE TERMS AND CONDITIONS IN THIS AGREEMENT;
NOW, THEREFORE, IT IS AGREED AS FOLLOWS:
FIRST PARTY’S STATEMENT
SENDER REPRESENTS AND WARRANTS THAT IT HAS FULL CORPORATE RESPONSIBILITY PERMISSION
TO ENTER INTO THIS AGREEMENT. IT HEREBY DECLARES UNDER PENALTY OF PERJURY THAT THE FUNDS
ARE GOOD, CLEAN, CLEAR, AND FREE OF NON-CRIMINAL ORIGIN, AND ARE FREE AND CLEAR OF ALL
LIENS, ENCUMBRANCES AND THIRD PARTY INTEREST.
BY SIGNING THIS AGREEMENT, SENDER REPRESENTS AND WARRANTS THAT IT IS GIVING TO RECEIVER
AND ITS DESIGNATED PARTIES, FULL LEGAL AUTHORITY TO DOWNLOAD SAID CASH FUNDS VIA ID/IP
CODE SERVER AND DISTRIBUTE AND TRANSFER CASH FUNDS VIA SWIFT MESSAGE MT103 CASH, AS PER
AGREED TERMS AND CONDITIONS IN THIS AGREEMENT.
DETAILS OF TRANSACTION
INSTRUMENT
IPIP
TOTAL FACE VALUE
€5,000,000,000,000.00 ( FIVE BILLION EUROS) WITH R&E
FIRST TRANCHE
€1,000,000,000.00 (ONE BILLION EUROS)
SECOND TRANCHE
€2,000,000,000.00 (TWO BILLION EUROS)
SENDER
RECEIVER
Page 2 of 14
CONTRACT NUMBER : BLEN-SAWIG/5BRE/100120
TRANSACTION CODE: DBHPP45785520163356-SWIT
DATE: JAN 10, 2020
PRIVATE & CONFIDENTIAL
NEXT TRANCHES
ON AGREEMENT OF THE PARTIES
DELIVERY
DRAW DOWN USING CODES PROVIDED
PAYMENT
SWIFT MT103 CASH/WIRE TRANSFER OR BANK PAYORDER
NOTE
IT'S UNDERSTOOD THAT THE AMOUNT AND TIMING OF
TRANCHES ARE DEFINED BETWEENTHE BANK OFFICERS, AND
SET BY THE EURO-ZONE BANKING RULES AND REGULATIONS.
PROCEDURES
THE SENDER AND THE RECEIVER EXECUTE, SIGN AND SEAL THIS AGREEMENT WITH
DISTRIBUTION OF RECEIVED CASH FUNDS BETWEEN THE PARTICIPANTS OF PROJECT INVESTMENTS,
WHICH THEREBY AUTOMATICALLY BECOMES A FULL COMMERCIAL RECOURSE CONTRACT.
•
THE RECEIVER IS OBLIGATED TO PROVIDE THE SENDER WITH THE NECESSARY DETAILS
(ACCOUNT, BENEFICIARY CODES, PASSWORD, AND ID CODE ETC.) IN ORDER FOR THE FUNDS TO BE
LOADED TO THE RECEIVER'S COMMON ACCOUNT BY THE RECEIVER'S BANK OFFICER.
•
UPON SUCCESSFUL DOWNLOAD TRANSFER INTO THE RECEIVER'S COMMON ACCOUNT, AS
MENTIONED
ABOVE, SENDER IS OBLIGATED TO PROVIDE THE RECEIVER WITH THE SERVER DOWNLOAD SLIP OR
SCREEN SHOT DETAILS OF THE TRANSFERRED AMOUNT (ACCOUNT, BENEFICIARY, AMOUNT, ID CODE,
TRANSACTION CODE ETC.) THEN IMMEDIATELY, SENDER WILL SEND: RELEASE CODE AND FINAL CODE
AND CLOSING CODE, FROM THE SENDER’S EMAIL TO THE RECEIVER’S EMAIL.
•
THE RECEIVER’S BANK OFFICER HAS THE RESPONSIBILITY TO BLOCK THE FUNDS AND TO SHARE
THEM IN ACCORDANCE TO THE IPIP SERVICE AGREEMENT.
•
THERE IS NO TELEGRAPHIC TRANSFER OR SWIFT INVOLVED. THIS SERVICE IS FOR BANK
CUSTOMERS WHO REQUIRE CONFIDENTIALITY.
•
UPON RECEIVING SLIP CODE AND THE FULL CLEARANCE OF FUNDS, WITHIN 5 (FIVE) DAYS
RECEIVER
•
WILL TRANSFER THE AGREED SHARE OF THE AMOUNT RECEIVED TO THE ACCOUNTS DESIGNATED BY
THE SENDER AND OTHER PAYMENTS FOR FACILITATORS’ SPECIFIED IN THIS AGREEMENT.
UPON FULL CLEARANCE OF SAID TRANSFERRED FUNDS, RECEIVER'S AUTHORIZED AND
INSTRUCTED TRUSTEE DISTRIBUTES AND TRANSFERS CASH FUNDS FOR INVESTMENTS VIA SWIFT
MESSAGE MT103 CASH WITH “URGENT, THE SAME DAY WIRE” MODE TO DESIGNATED BANK ACCOUNTS,
AS PER AGREED TERMS AND CONDITIONS IN THIS AGREEMENT AND IMFPA BELOW.
•
RECEIVER CONFIRMS UNDER PENALTY OF PERJURY, WITH FULL CORPORATE AND INDIVIDUAL
RESPONSIBILITY, HEREBY IRREVOCABLY, THAT THE CASH FUNDS PAYMENT FROM RECEIVER TO
SENDER’S BENEFICIARY ARE CLEAN, CLEAR FUNDS, FREE OF ANY LEVY, LIENS OR ENCUMBRANCES AND
OF NON-CRIMINAL ORIGIN.
•
THE FOLLOWING PROCEDURE MUST BE STRICTLY ADHERED TO, AS WELL AS AGREED, BY THE
SENDER AND/OR THE RECEIVER TO WORK OUT THE TRANSACTION. THIS IS THE PROCEDURE THAT
•
SENDER
RECEIVER
Page 3 of 14
CONTRACT NUMBER : BLEN-SAWIG/5BRE/100120
TRANSACTION CODE: DBHPP45785520163356-SWIT
DATE: JAN 10, 2020
PRIVATE & CONFIDENTIAL
MUST BE FOLLOWED: THIS IS A IPIP, SCREEN-TO-SCREEN TRANSACTION ONLY. THERE WILL BE NO
CONTACT WITH OR BETWEEN THE BANKS OR THE BANK OF THE SENDER. NO FAXES, NO LETTERS,
NO E-MAILS, NO TELEPHONE CALLS AND NO SWIFTS IN THE IPIP TRANSACTION.
ALL COMMUNICATIONS WILL TAKE PLACE ON THE SERVER SCREENS ONLY. NO EXCEPTIONS. E-MAIL
ATTACHMENTS OF THIS DOCUMENT, WHEN DULY EXECUTED ARE TO BE CONSIDERED ORIGINALS
AND BINDING DOCUMENTS.
SENDER BANK DETAILS – PARTY A
BANK INSTITUTION:
DEUTSCHE BANK AG
BANK ADDRESS:
THEODOR-HEUSS-ALLEE 70, D-60262 FRANKFURT AM MAIN, GERMANY
TRANSACTION CODE
555DTC050819DE
CLIENT NAME:
GTS GmbH (German Technology Systems)
CLIENT NO:
000000000SRTRN38837862BEH17RLN000000
CLIENT:
F4700302
SWIFT CODE, IBAN:
DEUTDEFFXXX
BANK OFFICER NAME:
MR. STUART LEWIS
BANK OFFICER PIN:
93752
BANK OFFICER TEL:
+49 69 910 32010-60 /odder/, +49 69 910 31 183
CLEARING HOUSE CODE:
DEUT-HEBA37890672
GLOBAL SERVER IP:
193.150.166.0/24/193.150.166.0/243
GLOBAL SERVER ID:
AS 8373
IDENTITY CODE:
27CDBFRDE17BEN
TRANSACTION CODE ID:
160216DEUTDEFFXXX886793
REFERENCE NO.:
9986-0333-F9755-8897-DEUT997850743210
UNIQUE TRANSACTION (UTR):
DEUT997856743216
COMMON ACCOUNT NO.:
947259564
IMAD NO:
160990216DEUTDEFFXXX886793
RECEIVING SERVER IP:
193.150.166.0/24
BANK SENDER TERMINAL:
DB: TERMINALS0200235
FARM:
FARM 42
SERVER:
FRAESWDBEP 21
SENDER
RECEIVER
Page 4 of 14
CONTRACT NUMBER : BLEN-SAWIG/5BRE/100120
TRANSACTION CODE: DBHPP45785520163356-SWIT
DATE: JAN 10, 2020
PRIVATE & CONFIDENTIAL
USER NAME:
493069K1
USER ID:
FGN470
PERMIT ARRIVAL MONEY N:
SCF. 664M388RT667
WTS SERVER:
S020005635
LOGON DOMAIN:
DEUBA
AGREEMENT AMOUNT:
€5,000,000,000.00 (FIVE BILLION EURO)
FIRST TRANCHE:
€5,000,000,000.00 (FIVE BILLION EURO)
RECEIVER BANK DETAILS – PARTY B
COMPANY NAME:
COMPANY ADDRESS:
SAWANGPATTANA INTER GROUP CO. LTD
1111/98
BAAN
KLANG
MUENG,
LADPRAO
ROAD,
CHANKASEM, CHATUCHAK, BANGKOK THAI LAND 10900.
COMPANY REG. NUMBER:
REPRESENTED BY:
PASSPORT NUMBER:
COUNTRY OF ISSUE:
DATE OF ISSUE:
DATE OF EXPIRE:
BANK NAME:
BANK ADDRESS:
ACCOUNT NAME:
ACCOUNT NUMBER:
BIC / SWIFT CODE:
BANK OFFICER:
BANK OFFICER TEL.:
BANK OFFICER EMAIL:
CLEARING HOUSE ACC. NO:
IDENTITY CODE:
TRANSFER CODE:
CLIENT (User) NAME:
ACCOUNT SIGNATORY:
RECEIVING SERVER ID:
RECEIVING SERVER IP:
COMMON ACCOUNT NO.:
UNIQUE TRANSACTION NO.:
WTS SERVER CODE:
GLOBAL ID:
0105556X40781.
MR. SAWANG JANA
AB2472144
THAILAND
11 JAN 2019
10 JAN 2024
SIAM COMMERCIAL BANK PCL
9 RUTCHADAPISEK RD., JATUJAK, BANGKOK THAILAND
SAWANGPATTANA INTER GROUP CO. LTD
111-200979-3-978 (EURO)
SICOTHBK
KETSARIN KANJANANIYOM
+66 2544 5397
Ketsarin.kanjananiyom@scb.co.th
SET BY SENDING BANK
DEUT-52289015791
336117226052
SAWANGPATTANA INTER GROUP CO. LTD
MR. SAWANG JANA
AS45806
103.208.214.0/24
1112009793978
SC202MNT / SCB.CO99785633611722
S500008765.20182091
AS45806
SENDER
RECEIVER
Page 5 of 14
CONTRACT NUMBER : BLEN-SAWIG/5BRE/100120
TRANSACTION CODE: DBHPP45785520163356-SWIT
DATE: JAN 10, 2020
PRIVATE & CONFIDENTIAL
GLOBAL IP:
GLOBAL SERVER ID:
GLOBAL SERVER IP:
TRANSACTION SERVER IP:
TRANSACTION SERVER ID:
CHIPSU ID:
IDENTITY CODE:
SORT CODE:
PERMIT ARRIVAL MONEY:
FARM NAME:
103.208.214.0
AS45806
103.208.214.0/24
103.208.214.0/24
AS45806
214284222771GV
DEUT-52289015791
778425684SCB.COSGGCBA
SET BY SENDING BANK
42 OR 107
PING:
TRACET:
LOGON DOMAIN:
LOGON SERVER:
TRANSACTION CODE:
9773//5064551
SET BY SENDING BANK
HTTPS://WWW.COMMERCIAL.HSBC.COM.HK/1/3
HSBC-CH-6908-1
22419544G9433214TBK08546667838
CURRENCY:
AGREEMENT AMOUNT:
FIRST TRANCHE:
EURO
FIVE BILLION EUROS
FIVE HUNDRED MILLION EUROS
RECEIVER HEREBY CONFIRMS AND DECLARE
NON-SOLICITATION
RECEIVER HEREBY CONFIRMS AND DECLARES THAT SENDER, ITS ASSOCIATES OR REPRESENTATIVES OR ANY
PERSON OR PERSONS ON ITS BEHALF HAS/HAVE NEVER BEEN SOLICITED BY ANY PARTY, ITS SHAREHOLDERS OR
ASSOCIATES OR REPRESENTATIVES IN ANY WAY WHATSOEVER THAT CAN BE CONSTRUED AS A SOLICITATION FOR
THIS TRANSACTION OR FOR FUTURE TRANSACTIONS.
ANY DELAY IN OR FAILURE OF PERFORMANCE BY EITHER PARTY OF THEIR RESPECTIVE OBLIGATIONS UNDER
THIS AGREEMENT SHALL CONSTITUTE A BREACH HEREUNDER AND WILL GIVE RISE TO CLAIMS FOR DAMAGES IF,
AND TO THE EXTENT THAT SUCH DELAYS OR FAILURES IN PERFORMANCE ARE NOT CAUSED BY EVENTS OR
CIRCUMSTANCE BEYOND THE CONTROL OF SUCH PARTY.
THE TERM “BEYOND THE CONTROL OF SUCH PARTY” INCLUDES ACT OF WAR, REBELLION, FIRE, FLOOD,
EARTHQUAKE OR OTHER NATURAL DISASTERS. ANY OTHER CAUSE NOT WITHIN THE CONTROL OF SUCH PARTY OR
WHICH IS BY EXERCISE OF REASONABLE DILIGENCE, THE PARTY WILL BE UNABLE TO FORESEE OR PREVENT OR
REMEDY.
REPRESENTATIONS AND WARRANTIES
ORGANIZATIONIT IS DULY ORGANIZED, VALIDLY EXISTING AND IN GOOD STANDING UNDER THE LAWS OF ITS
JURISDICTION OF FORMATION WITH ALL REQUISITE POWER AND AUTHORITY TO ENTER INTO THIS AGREEMENT,
TO PERFORM ITS OBLIGATIONS HEREUNDER AND TO CONDUCT THE BUSINESS OF THE PROGRAM AND THE
SUBSIDIARIES.
ENFORCEABILITY THIS AGREEMENT CONSTITUTES THE LEGAL, VALID AND BINDING OBLIGATION OF SUCH PARTY
ENFORCEABLE IN ACCORDANCE WITH ITS TERMS.
SENDER
RECEIVER
Page 6 of 14
CONTRACT NUMBER : BLEN-SAWIG/5BRE/100120
TRANSACTION CODE: DBHPP45785520163356-SWIT
DATE: JAN 10, 2020
PRIVATE & CONFIDENTIAL
CONSENTS ANDAUTHORITY NO CONSENTS OR APPROVALS ARE REQUIRED FROM ANY GOVERNMENTAL
AUTHORITY OR OTHER PERSON FOR IT TO ENTER INTO THIS AGREEMENT. ALL ACTION ON THE PART OF SUCH
PARTY NECESSARY FOR THE AUTHORIZATION, EXECUTION AND DELIVERY OF THIS AGREEMENT AND THE
CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREBY BY SUCH PARTY, HAVE BEEN DULY TAKEN.
NO CONFLICTTHE EXECUTION AND DELIVERY OF THIS AGREEMENT BY IT AND THE CONSUMMATION OF THE
TRANSACTIONS CONTEMPLATED HEREBY BY IT DO NOT CONFLICT WITH OR CONTRAVENE THE PROVISIONS OF
ITS ORGANIZATIONAL DOCUMENTS OR ANY AGREEMENT OR INSTRUMENT BY WHICH IT OR ITS PROPERTIES OR
ASSETS ARE BOUND OR ANY LAW, RULE, REGULATION, ORDER OR DECREE TO WHICH IT OR ITS PROPERTIES OR
ASSETS ARE SUBJECT.
RECEIVER IT HAS BEEN AFFORDED THE OPPORTUNITY TO SEEK AND RELY UPON THE ADVICE OF ITS OWN
ATTORNEY, ACCOUNTANT OR OTHER PROFESSIONAL ADVISOR IN CONNECTION WITH THE EXECUTION OF THIS
AGREEMENT. THE PARTIES SHALL DO SO IN RESPECT OF EACH OTHER AND UNDER THIS AGREEMENT WRITTEN
CONDITIONS.
MISCELLANEOUS NOTICE(S)
ANY MODIFICATIONS, AMENDMENTS, ADDENDUMS OR FOLLOW ON CONTRACTS WILL BE EXECUTED BY THE TWO
AUTHORIZED SIGNATORIES RESPECTIVELY. WHEN SIGNED AND REFERENCED TO THIS AGREEMENT, WHETHER
RECEIVED BY MAIL OR FACSIMILE TRANSMISSION AS ALL AND ANY FACSIMILE OR PHOTOCOPIES CERTIFIED AS
TRUE COPIES OF THE ORIGINALS BY THE PARTIES HERETO SHALL BE CONSIDERED AS AN ORIGINAL, BOTH LEGALLY
BINDING AND ENFORCEABLE FOR THE TERM OF THIS AGREEMENT.
SPECIFIC PERFORMANCE; OTHER RIGHTS
THE PARTIES RECOGNIZE THAT SEVERAL OF THE RIGHTS GRANTED UNDER THIS AGREEMENT ARE UNIQUE AND,
ACCORDINGLY, THE PARTIES SHALL, IN ADDITION TO SUCH OTHER REMEDIES AS MAY BE AVAILABLE TO THEM AT
LAW OR IN EQUITY, HAVE THE RIGHT TO ENFORCE THEIR RIGHTS UNDER THIS AGREEMENT BY ACTIONS FOR
INJUNCTIVE RELIEF AND SPECIFIC PERFORMANCE.
PRIOR AGREEMENTS; CONSTRUCTION: ENTIRE AGREEMENT
THIS AGREEMENT, INCLUDING THE EXHIBITS AND OTHER DOCUMENTS REFERRED TO HEREIN (WHICH FORM A
PART HEREOF), CONSTITUTES THE ENTIRE AGREEMENT OF THE PARTIES WITH RESPECT TO THE SUBJECT
MATTER HEREOF, AND SUPERSEDES ALL PRIOR AGREEMENTS AND UNDERSTANDINGS BETWEEN THEM AS TO
SUCH SUBJECT MATTER AND ALL SUCH PRIOR AGREEMENTS AND UNDERSTANDINGS ARE MERGED HEREIN AND
SHALL NOT SURVIVE THE EXECUTION AND DELIVERY HEREOF. IN THE EVENT OF ANY CONFLICT BETWEEN THE
PROVISIONS OF THIS AGREEMENT AND THOSE OF ANY JOINT VENTURES AGREEMENT, THE PROVISIONS OF THE
APPLICABLE JOINT VENTURE AGREEMENT SHALL CONTROL.
AMENDMENTS
THIS AGREEMENT MAY NOT BE AMENDED, ALTERED OR MODIFIED EXCEPT (I) UPON THE UNANIMOUS BY
INSTRUMENT IN WRITING AND SIGNED BY EACH OF SENDER AND RECEIVER.
SEVERABILITY
IF ANY PROVISION OF THIS AGREEMENT SHALL BE HELD OR DEEMED BY A FINAL ORDER OF A COMPETENT
AUTHORITY TO BE INVALID, INOPERATIVE OR UNENFORCEABLE, SUCH CIRCUMSTANCE SHALL NOT HAVE THE
EFFECT OF RENDERING ANY OTHER PROVISION OR PROVISIONS HEREIN CONTAINED INVALID,
INOPERATIVE OR UNENFORCEABLE, BUT THIS AGREEMENT SHALL BE CONSTRUED AS IF SUCH INVALID,
INOPERATIVE OR UNENFORCEABLE PROVISION HAD NEVER BEEN CONTAINED HEREIN SO AS TO GIVE FULL FORCE
AND EFFECT TO THE REMAINING SUCH TERMS AND PROVISIONS.
COUNTERPARTS
THIS AGREEMENT MAY BE EXECUTED IN ONE OR MORE COUNTERPARTS, ALL OF WHICH SHALL BE CONSIDERED
ONE AND THE SAME AGREEMENT, AND SHALL BECOME EFFECTIVE WHEN ONE OR MORE SUCH COUNTERPARTS
HAVE BEEN SIGNED BY EACH OF THE PARTIES AND DELIVERED TO EACH OF THE PARTIES.
SENDER
RECEIVER
Page 7 of 14
CONTRACT NUMBER : BLEN-SAWIG/5BRE/100120
TRANSACTION CODE: DBHPP45785520163356-SWIT
DATE: JAN 10, 2020
PRIVATE & CONFIDENTIAL
APPLICABLE LAW; JURISDICTION
THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE UNITED
KINGDOM AND THE EUROPEAN UNION.
WAIVER OF JURY TRIAL
THE PARTIES HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE TRIAL BY JURY IN ANY LEGAL
ACTION OR PROCEEDING RELATING TO THIS AGREEMENT AND FOR ANY COUNTERCLAIM THEREIN.
ARBITRATION
EVERY ATTEMPT SHALL BE MADE TO RESOLVE DISPUTES ARISING FROM UNINTENDED OR
INADVERTENTVIOLATION OF THIS CONTRACTUAL AGREEMENT AS FAR AS POSSIBLE AMICABLY. IN THE EVENT
THAT ADJUDICATION IS REQUIRED LOCAL LEGAL PROCESS SHALL BE PRECEDED WITH ACCORDING TO THE
PRINCIPAL OF THE ICC AS ABOVE INDICATED. WHERE JUDICIAL RESOLUTION IS NOT THEREBY ACHIEVED, THIS
MATTER SHALL BE SETTLED BY THE ICC ITSELF AND THE DECISION OF WHICH THE PARTIES SHALL CONSIDER TO
BE FINAL AND BINDING. NO STATE COURT OF ANY NATION SHALL HAVE SUBJECT MATTER JURISDICTION OVER
MATTERS ARISING UNDER THIS AGREEMENT.
NO RIGHTS OF THIRD PARTIES
THIS AGREEMENT IS MADE SOLELY AND SPECIFICALLY BETWEEN AND FOR THE BENEFIT OF THE PARTIES HERETO
AND THEIR RESPECTIVE MEMBERS, SUCCESSORS AND ASSIGNS SUBJECT TO THE EXPRESS PROVISIONS HEREOF
RELATING TO SUCCESSORS AND ASSIGNS.
O OTHER PERSON WHATSOEVER SHALL HAVE ANY RIGHTS, INTEREST, OR CLAIMS HEREUNDER OR BE ENTITLED TO
ANY BENEFITS UNDER OR ON ACCOUNT OF THIS AGREEMENT AS A THIRD PARTY BENEFICIARY OR OTHERWISE.
SURVIVAL
THE COVENANTS CONTAINED IN THIS AGREEMENT WHICH, BY THEIR TERMS, REQUIRE PERFORMANCE AFTER THE
EXPIRATION OR TERMINATION OF THIS AGREEMENT SHALL BE ENFORCEABLE NOTWITHSTANDING THE
EXPIRATION OR OTHER TERMINATION OF THIS AGREEMENT.
HEADINGS
HEADINGS ARE INCLUDED SOLELY FOR CONVENIENCE OF REFERENCE AND IF THERE IS ANY CONFLICT BETWEEN
HEADINGS AND THE TEXT OF THIS AGREEMENT, THE TEXT SHALL CONTROL.
CURRENCY
ANY EXCHANGE OF FUNDS BETWEEN SENDER AND RECEIVER SHALL BE MADE IN THE SAME CURRENCY IN WHICH
SENDER TRANSFERRED THE INVESTMENT FUND. IN ADDITION, ALL CALCULATIONS PURSUANT TO THIS
AGREEMENT AND ANY JOINT VENTURE AGREEMENT SHALL BE BASED ON ICC REGULATIONS.
SENDER
RECEIVER
Page 8 of 14
PRIVATE & CONFIDENTIAL
CONTRACT NUMBER : BLEN-SAWIG/5BRE/100120
TRANSACTION CODE: DBHPP45785520163356-SWIT DATE:
JAN 10, 2020
IN WITNESS WHEREOF, THE PARTIES HAVE HEREUNTO EXECUTED THIS AGREEMENT ON THE DECEMBER 18, 2019
SIGNATURES OF THE PARTIES
As free expression of my will, I hereby affix below my signature on this document. A facsimile and/or e-mail
copy of this document, and any other related documents, shall be all deemed equally valid as the original of
this document.
AGREED AND ACCEPTED FOR AND ON BEHALF OF PARTY-A AND PARTY-B:
“SENDER” OR “PARTY A”
Company: BLUENERGY GERMANY AG
“RECEIVER” OR “PARTY B”
Company: SAWANGPATTANA INTER GROUP CO. LTD
ON BEHALF OF PARTY A:
ON BEHALF OF PARTY B :
Company Name:
Represented By:
GTS GmbH (German
Technology Systems)
MRS. LARYSA HUMMEL
Company Name:
SAWANGPATTANA INTER GROUP
CO. LTD
Represented By:
MR. SAWANG JANA
Passport Number: CG04M1RL9
Passport Number: AB2472144
Country of Issue:
GERMANY
Country of Issue:
THAILAND
Date of Issue:
07.07.2015
Date of Issue:
11 JAN, 2019
Date of Expiry:
06.07.2025
Date of Expiry:
10 JAN, 2024
Date:
January 10, 2020
Date:
January 10, 2020
EXHIBITS AND APPENDICES
●
EXHIBIT A
- PARTY - A PASSPORT COPY
●
EXHIBIT B
- PARTY-B PASSPORT COPY
●
EXHIBIT C
- PARTY - A CERTIFICATE OF INCORPORATION COPY
●
EXHIBIT D
- PARTY - B CERTIFICATE OF INCORPORATION COPY
ALL EXHIBITS, APPENDICES AND AMENDMENTS, WHICH ARE LISTED ABOVE, AS WELL AS THOSE TO BE MADE IN
THE PROCESS OF PERFORMANCE OF THE PRESENT AGREEMENT, ARE TO BE CONSIDERED AS INTEGRAL PARTS
OF THE PRESENT CONTRACT IF PARTICIPANTS DULY SIGN THEM.
SENDER
Page 9 of 14
RECEIVER
CONTRACT NUMBER : BLEN-SAWIG/5BRE/100120
TRANSACTION CODE: DBHPP45785520163356-SWIT
DATE: JAN 10, 2020
PRIVATE & CONFIDENTIAL
EXHIBIT“A” –PARTYA PASSPORT COPY
EXHIBIT C- PARTY - A CERTIFICATE OF INCORPORATION COPY
SENDER
RECEIVER
Page 10 of 14
CONTRACT NUMBER : BLEN-SAWIG/5BRE/100120
TRANSACTION CODE: DBHPP45785520163356-SWIT
DATE: JAN 10, 2020
SENDER
RECEIVER
Page 11 of 14
PRIVATE & CONFIDENTIAL
CONTRACT NUMBER : BLEN-SAWIG/5BRE/100120
TRANSACTION CODE: DBHPP45785520163356-SWIT
DATE: JAN 10, 2020
EXHIBIT“B” - PARTY-B PASSPORT COPY
SENDER
RECEIVER
Page 12 of 14
PRIVATE & CONFIDENTIAL
CONTRACT NUMBER : BLEN-SAWIG/5BRE/100120
TRANSACTION CODE: DBHPP45785520163356-SWIT
DATE: JAN 10, 2020
PRIVATE & CONFIDENTIAL
EXHIBIT D- PARTY - B CERTIFICATE OF INCORPORATION COPY
SENDER
RECEIVER
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CONTRACT NUMBER : BLEN-SAWIG/5BRE/100120
TRANSACTION CODE: DBHPP45785520163356-SWIT
DATE: JAN 10, 2020
PRIVATE & CONFIDENTIAL
EDT ELECTRONIC DOCUMENT TRANSMISSIONS
EDT’S SHALL BE DEEMED VALID AND ENFORCEABLE IN RESPECT OF ANY PROVISIONS OF THIS
CONTRACT. AS APPLICABLE, THIS AGREEMENT SHALL:
INCORPORATE U.S. PUBLIC LAW 106-229, ‘‘ELECTRONIC SIGNATURES IN GLOBAL AND NATIONAL
COMMERCE ACT’’ OR SUCH OTHER APPLICABLE LAW CONFORMING TO THE UNCITRAL MODEL
LAW ON ELECTRONIC SIGNATURES (2001) AND ELECTRONIC COMMERCE AGREEMENT
(ECE/TRADE/257, GENEVA, MAY 2000) ADOPTED BY THE UNITED NATIONS CENTRE FOR TRADE
FACILITATION AND ELECTRONIC BUSINESS (UN/CEFACT).
EDT DOCUMENTS SHALL BE SUBJECT TO EUROPEAN COMMUNITY DIRECTIVE NO. 95/46/EEC, AS
APPLICABLE. EITHER PARTY MAY REQUEST HARD COPY OF ANY DOCUMENT THAT HAS BEEN
PREVIOUSLY TRANSMITTED BY ELECTRONIC MEANS PROVIDED HOWEVER, THAT ANY SUCH
REQUEST SHALL IN NO MANNER DELAY THE PARTIES FROM PERFORMING THEIR RESPECTIVE
OBLIGATIONS AND DUTIES UNDER EDT INSTRUMENTS.
ELECTRONIC TRANSMISSIONS: EACH PARTY IS TO SIGN AND INITIAL THIS AGREEMENT AND
SEND COPIES TO THE OTHER PARTY VIA ELECTRONIC MAIL AND SHALL BE CONSIDERED THE
SAME AS AN ORIGINAL. WHEN EACH PARTY HAS COMPLETED COPIES OF THIS ELECTRONIC
MAIL FROM THE OTHER PARTY, THE AGREEMENT IS CONSIDERED TO BE FINALIZED BY ALL
PARTIES. THE PARTIES CONSENT AND AGREE TO BE BOUND CONTRACTUALLY BY ELECTRONIC
COMMUNICATIONS RELATIVE TO THE MATTERS ADDRESSED IN THIS AGREEMENT. BY
EXECUTING THIS AGREEMENT
BOTH PARTIES ACKNOWLEDGE THAT THEY HAVE THE HARDWARE AND SOFTWARE REQUIRED
TO RECEIVE AND TRANSMIT COMMUNICATIONS (EMAILS AND EMAIL ATTACHMENTS)
ELECTRONICALLY TO EACH OTHER, IN GENERALLY- ACCEPTABLE BUSINESS FORMATS (SUCH
AS, BUT NOT LIMITED TO, MICROSOFT EXCEL POWERPOINT). BOTH PARTIES SPECIFICALLY
AGREE TO DO BUSINESS WITH EACH OTHER ELECTRONICALLY.
THE PARTIES HERETO COVENANT AND AGREE THAT EACH OF THEM WILL EXECUTE SUCH
OTHER AND FURTHER INSTRUMENTS AND/OR DOCUMENTS AS MAY BECOME REASONABLY
NECESSARY SO AS TO EFFECTUATE THE PURPOSE OF THIS AGREEMENT.
IN WITNESS WHEREOF, THE PARTIES HAVE EXECUTED THIS AGREEMENT THIS DAY:
DECEMBER, 2019
============END OF DOCUMENT=============
SENDER
RECEIVER
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