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REPRESENTATION Agreement


Art. I. Subject of the Contract

Schmidt + Clemens GmbH + Co KG, Edelstahlwerk Kaiserau,
51179 Lindlar ,Germany
(hereinafter referred to as S+C)

hereby entrusts

Chang Shing (Hong Kong) Import & Export Company
Rm B1211, Luoke Time Center , No 103 Huizhongli
Chaoyang District, Beijing, PRC 100101
(hereinafter referred to as CSHK)

with its representation of S+C for the refinery projects :

• Huizhou and
• Qinzhou, Guanxi province, in the People's Republic of China

with respect to the following goods:

Centrifugal cast products and fittings for Steam Reformers

CSHK covenants to represent S+C on a commission basis.


Art. II. Duties of CSHK

1. CSHK shall take care of the interests of S+C with the due diligence of a responsible businessman.

It shall be his duty to negotiate contracts of sale on behalf of S+C. He shall not be authorized to enter into a contract or otherwise to bind S+C. S+C shall be free to conclude, or to refuse the conclusion of a contract negotiated by CSHK.

2. While negotiating contracts of sale, CSHK shall respect the prices as well as the conditions of delivery and payment as fixed by S+C.

3. CSHK shall always keep S+C informed about their activities..

4. CSHK shall abstain from any competition whatsoever against S+C and shall not promote competition by third persons. In particular, they shall not act for competitive firms as a commercial agent, commission merchant or sole distributor, not shall they associate directly or indirectly with competitive firms. CSHK shall not use the papers placed at their disposal except in the interest of S+C. CSHK shall not exploit or disclose to other persons any business and production secrets of S+C that have been communicated to them or which they have otherwise come to know, irrespective of whether or not the contract is still in force. CSHK shall inform S+C in case they enter into a contract of agency with another firm, which is a competitor of S+C:

5. CSHK shall not be authorized to accept payments on behalf of S+C, except when expressly so authorized in the particular case. CSHK shall, however, assist S+C in collecting outstanding payments.

CSHK shall also be authorized to accept notifications of defects by a customer. If need be, CSHK shall immediately inform S+C and they shall see to it that the necessary evidence in favour of S+C be obtained.


Art. III. Duties of S+C

1. S+C shall not be entitled to appoint another company for the goods specified above. S+C shall be entitled, however, to sell directly to customer if required by customer.

2. S+C shall assist CSHK in the performance of their duties. In particular, S+C shall give CSHK the necessary information and place at their disposal any papers that may be required (such as delivery conditions, advertising and technical materials).

S+C shall inform CSHK of any direct negotiations with customers.

3. S+C shall immediately inform CSHK when it refuses to enter into a contract negotiated by CSHK.


Art. IV. Commission of SCHK

1. On all sales contracts that have been provably negotiated by CSHK, with respect to goods specified under art. I, CSHK shall receive a commission of:

% up to 250.000 USD
% from 250.000 USD to 750.000 USD
% > 750.000 USD


2. The right to a commission shall not accrue to CSHK unless and until the amount paid by the customer has been received by S+C; it shall only accrue in proportion with the amount actually received; the commission shall be kept back, e.g. in case of bank guarantees.

3. The commission shall be computed on the basis of net prices. The costs of freight, cartage, packing, insurance, customs duties, taxes and other dues, as well as any rebates and discounts, shall be deducted.

4. All the expenses and outlays of CSHK resulting from their activities, regardless of whether they originate generally or in connection with a particular bargain, shall be regarded as covered by the commission.


Art. V. Duration of Contract

1. This contract is valid

- until the final delivery of S+C Goods for the two projects under Art. I , or
- until the customer decides against S+C as supplier of the such Goods, or
- until the customer has not decided about the purchase of Goods until the 31st of December, 2008

whichever comes first.

2. Notice of termination must be given by registered letter.

3. When the agreement has been terminated, CSHK shall immediately return to S+C all advertising material and other business papers, as they are property of S+C.

4. CSHK shall not be entitled to claim damages or compensation for the termination of the agreement.


Art. VI. Final Provisions

1. This Agreement is governed by German law.

2. All disputes between the parties arising in connection with this contract shall be finally settled under the rules or conciliation and arbitration of the International Chamber of Commerce, without recourse to the courts. The place of arbitration shall be Düsseldorf, Germany.

3. Additional oral agreements do not exist. All modifications and amendments to this contract shall become valid only after they have been approved by both parties in writing.

4. In case a provision of this contract is invalid, the validity of the remaining provisions of the contract shall not be affected thereby.







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Schmidt + Clemens GmbH + Co KG Chang Shing (Hong Kong) Import & Export Company