Exhibit 10.32


 





 






    


     


    

 


WESTMINSTER
PRODUCTS AND SERVICES PURCHASE AGREEMENT


 


THIS
AGREEMENT is dated October 20, 2016.


 


BETWEEN:


 


	(1)	PACIFIC
    GREEN TECHNOLOGIES, INC., a company incorporated in the Delaware USA and having its registered office at 5208 Prospect
    Road, San Jose, CA.


 


and


 


	(2)	PACIFIC
    GREEN TECHNOLOGIES MARINE LIMITED, a
    company incorporated in England and Wales having a registered office address as 2-6 Cannon Street, London, England EC4M 6YH.
    (the "Purchaser")


 


and


 


	(3)	POWERCHINA
    SPEM COMPANY LIMITED, a company incorporated in the Peoples Republic of


 


China
whose office address is 80 Hang Du Road, Pudong, New Area Shanghai, China. (the `Vendor")


 


WHEREAS:


 


A.       The
Vendor is a Company duly registered and incorporated in the Peoples Republic of China with offices and operations in Shanghai.
PRC.


 


B.       The
Purchaser is a Company duly registered and incorporated in England and Wales having offices in London, England.


 


C.       The
Vendor has agreed to sell and the Purchaser has agreed to purchase (the "Transaction") the products and services required
to complete an ENVI-MarineTm Flue Gas Desulphurization system as specified by the Purchaser and listed in section 1.3 upon the
terms and conditions of this agreement (the "Agreement"). The vendor has to deliver the system to Dakar, Senegal according
to the Purchaser's instruction by March 1st


 


NOW
THEREFORE THIS AGREEMENT WITNESSES that in consideration of the covenants and agreements herein contained and such other good
and valuable consideration (the receipt and sufficiency of which is acknowledged by ail of the parties), the parties hereto do
covenant and agree each with the other as follows:


 


1.       Purchase
and Sale


 


1.1       Purchase.
Subject to the terms of this Agreement, the Vendor hereby agrees to sell the products and services specified in
section 1.3 and the Purchaser agrees to purchase the listed products and services for a total purchase price of RMB 7,506,568
(the "Purchase Price"), which is USD 1,083,000 in terms of payment.


 


1.2       Payment.
The Purchase Price for the listed products and services shall be made


 


according
to the following schedule:


 





	 	a)	Upon signing contract	30%
	 	 	 	 
	 	b)	Upon final specification	20%
	 	 	 	 
	 	c)	Upon delivery to the Port of Shanghai	40%
	 	 	 	 
	 	d)	14 days following installation and commissioning	10%




 






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1.3       Products
and Services. The following list of products and services as specified by the Purchaser that have been fabricated,
procured or provided by the Vendor.


 


 





	PRODUCTS DESCRIPTION	 	RMB	 
	SCRUBBER	 	 	670,000	 
	HEAD	 	 	20,000	 
	PBM	 	 	43,000	 
	NOZZLES	 	 	5,000	 
	MIST ELIMINATOR	 	 	8,000	 
	INSTRUMENTS	 	 	52,070	 
	VALVES	 	 	217,600	 
	EXPANSION JOINT	 	 	28,000	 
	FRP GRID	 	 	2,654	 
	SS PIPE	 	 	539,281	 
	CABLES	 	 	78,745	 
	SPARES	 	 	101,991	 
	STRAINER	 	 	29,400	 
	WATER PROCESSING COMPONENTS	 	 	2,721,231	 
	ELECTRICAL CONTROLS /	 	 	1,837,500	 
	SUB-TOTAL PRODUCTS	 	 	6,359,472	 



 


	SERVICES	 	RMB	 
	DESIGN AND ENGINEERING	 	 	300,000	 
	INSTALLATION AND COMMISSIONING	 	 	120,000	 
	PROJECT MANAGEMENT	 	 	520,771	 
	SHIPPING	 	 	206,325	 
	SUB-TOTAL SERVICES (RMB)	 	 	1,147,096	 
	PROJECT TOTAL	 	 	7,506,568	 



 


2.       Covonants


 


2.
1     Approval by American Bureau of Shipping ("ABS") all materials selected for use in the manufacture
and assembly of products are to be supplied by ABS certified suppliers and are to bear ABS certification stamps and or certificates
from the supplier.



 


2.2
     Inspection by American Bureau
of Shipping All materials, products and assemblies are to be inspected by ABS
and bear ABS approval stamps as required.



 






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3.       Representations
and Warranties


 


3.
1     the Vendor represents and warrants to the Purchaser that:


 


(a)       the
Vendor is, and will remain during the term of this Agreement, qualified to manufacture and procure the products and services and
sub-assemblies as specified by the Purchaser;


 


(b)       the
Vendor has good and sufficient rights and authority to enter into this Agreement and carry out its obligations hereunder; and


 


(c)       the
Vendor has, and will have at the time delivery, good and sufficient rights and authority to transfer their legal and beneficial
title and ownership of the system products and services then being acquired by the Purchaser free and clear of all trade restrictions,
liens, charges and encumbrances of any kind whatsoever.


 


3.2       The
representations and warranties of the Vendor contained in this Agreement shall be true at the time of delivery and
will continue to survive the purchase and sale contemplated herein.


 


3.3       the
Purchaser represents and warrants to the Vendor that:


 


(a)       the
Purchaser is capable of fulfilling the economic commitments made to the Vendor regarding the purchase of the system
products and services.


 


3.4       The
representations and warranties of the Purchaser contained in this Agreement shall be true at the time of delivery and
will continue to survive the purchase and sale contemplated herein.


 


4.       Completion


 


4.1       Completion
Arrangements. Subject to the terms and conditions of this Agreement, the completion of the transaction
contemplated hereunder shall be upon delivery of the system listed in section 1.3 to the Port of Shanghai or other such FOB
destination alternatively agreed to by the Parties or at such other time, date and place as the Purchaser and the Vendor
agree in writing.


 


4.2       Delivery
of Payment by Purchaser At each scheduled payment date, the Purchaser shall deliver to the Vendor:


 


(a)       Funds
by wire transfer or other method of payment acceptable to the Vendor as payment for the amount due toward the full
Purchase Price.


 






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5.       General


 


5.1       Further
Assurances. The parties hereto do hereby mutually covenant and agree to execute such further documents and
instruments and do all such further acts and things as may be necessary for the purpose of completing the sale and purchase
of the system products and services and otherwise implementing the terms of this Agreement.


 


5.2       Time
of the Essence. Time is of the essence of this Agreement


 


5.3       Fntire
Agreement. This Agreement constitutes the entire Agreement between the parties hereto in respect of the matters
referred to herein and there are no representations, warranties, covenants or agreements, expressed or implied, collateral
hereto other than as provided for herein. The recitals to this Agreement constitute a part of this Agreement.


 


5.4       Amendments
in Writing Only. No alteration, amendment, modification or interpretation of this Agreement or any provision of
this Agreement shall be valid and binding upon the parties hereto unless such alteration, amendment, modification or
interpretation is in written form executed by both of the parties hereto.


 


5.5       No
Assignment. This Agreement may not be assigned by the Purchaser without the consent of the Vendor.


 


5.6       Governing
Law. This Agreement shall be construed, interpreted and enforced in accordance with, and the respective rights and
obligations of the parties shall be governed by the laws of the Peoples Republic of China. The Parties commit to resolving
any dispute by friendly negotiation or to submit to having the dispute arbitrated by Shanghai Arbitration Committee.


 


5.7       Counterparts. This
Agreement may be executed in any number of counterparts, each of which will be deemed to be an original and all of
which will together constitute one and the same instrument. Delivery of an executed copy of this Agreement by facsimile
or other means of electronic communication producing a printed copy will be deemed to be execution and delivery of this
Agreement.


 


IN
WITNESS WHEREOF the parties hereto have hereunto set their hands and seals as of the date first above written.


 





	S.F. Poulter	     
	 
	For and on behalf of Pacific Green Technologies, Inc.
	 	SIGNATURE
	 	 
	S.F. Poulter	     
	 
	For and on behalf of Pacific Green Technologies Marine Limited
	 	SIGNATURE




 


	Name:	DU
    YANGFAN	 	 
	 	 	 	 SIGNATURE
	POSITION:	Supervisor
    of International Projects	 	


 


Authorized
Signatory For and on behalf of:


POWERCHINA
SPEM COMPANY LIMITED


 


 


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