After-sale
Services Agreement

     

    Part
A:      AMPO S.
Coop Poyam Valves

     

    Part
B:      PETROCHEMICAL
ENGINEERING LIMITED


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

     

    
      	
              Part
      A:

            	
              AMPO
      S. Coop Poyam Valves (hereinafter referred to
  AMPO)

            


    

     

    
      	
              Part
      B:

            	
              PETROCHEMICAL
      ENGINEERING LIMITED (hereinafter referred to
  PEL)

            


    

     

    AMPO and PEL are intended to
open up the market together, and do good after-sale services work of AMPO valves
in China, so AMPO appoints PEL as the after-sale services center for Chinese
market. PEL should staffed with qualified engineers and provide a good
after-sale services to ensure the quality of using AMPO products in China. This
agreement which is about the after-sale services of AMPO valve in China is made
by and between AMPO and PEL, and reach the following agreement:

     

    First-
Responsibilities and rights of POYAM

     

    
      	
               
      

            	
              1.

            	
              Give
      after-sale services task to PEL.

            


    

     

    
      	
               
      

            	
              2.

            	
              Check
      the quality of the after-sale services from
PEL.

            


    

     

    
      	
               
      

            	
              3.

            	
              Actively
      cooperate with PEL to carry out maintenance
  work.

            


    

     

    
      	
               
      

            	
              4.

            	
              AMPO
      is responsible for training maintenance technicians for
    PEL.

            


    

     

    
      	
               
      

            	
              5.

            	
              AMPO
      should provide maintenance technical information to PEL, but for the
      correct fulfillment of this duty, PEL must within a reasonable notice and
      accurately inform AMPO about the concrete information or technical support
      needed:

            


    

     

    
      	
               
      

            	
              6.

            	
              AMPO
      should provide required spare parts to PEL in a reasonable term after
      receiving the order from PEL. ,

            


    

     

    
      	
               
      

            	
              7.

            	
              AMPO
      will invoice the customer (excepting when there is a guarantee or quality
      issue) and PEL will invoice AMPO.

            


    

     

    Second-
The responsibilities and rights of PEL

     

    
      	
               
      

            	
              1.

            	
              PEI,
      will set up after-sale services institution of AMPO valves, and assign
      person who is in charge of after-market services work and full-time
      after-sale services staff PEL will consign Chinese qualified valve
      repairing company to arrange professional maintenance -personnel.
      PEL undertakes to defend, hold harmless and indemnify AMPO against any
      claims brought against AMPO :.which
      are directly or indirectly attributable to Chinese Qualified
      valve repairing company, failure to fulfill its
      obligations.

            


    


    
      
         


      

      
        2

        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              2.

            	
              PEL
      will review and deliver the drawing and completion information of AMPO
      valves. Drawings and documents provided by AMPO to PEL shall remain the
      exclusive ownership of AMPO and shall be returned at AMPO’s request or at
      the termination of this agreement.

            


    

     

    
      	
               
      

            	
              3.

            	
              PEL
      can provide spare parts of AMPO valves to China
  market.

            


    

     

    
      	
               
      

            	
              4.

            	
              PEL
      will provide after-sale services to AMPO valves in mainland China,
      including the third party and valves that AMPO sold to mainland China. PEL
      will not have any commercial right over the Purchase Orders caught through
      other agents. PEL will only have commercial benefit over Field Engineering
      Service contracts. AMPO will quote PEL’s prices increased with AMPO’s
      commission.

            


    

     

    
      	
               
      

            	
              5.

            	
              PEL
      is not allowed to perform post-sales services for any company that is a
      direct o indirect AMPO’s competitor in the territory where PEL performs
      post-sales services for AMPO.

            


    

     

    
      	
               
      

            	
              6.

            	
              If
      there is major break down or accident, PEL should notice AMPO as soon as
      possible, and help AMPO to carry out an investigation and technical
      evaluation.

            


    

     

    
      	
               
      

            	
              7.

            	
              PEL
      should give after-sale services reports to AMPO every 2. months and in any
      case when AMPO so requests.

            


    

     

    
      	
               
      

            	
              8.

            	
              PEL
      shall answer directly for all claims brought by users as well as to AMPO
      for the non-fulfillment or defective fulfillment of the obligations
      deriving from this Agreement. PEL shall hold harmless and indemnify AMPO
      for all the damages incurred by the latter but which are attributable to
      PEL’s negligence or non-fulfillment of its contractual obligations of any
      kind.

            


    

     

    Third-
Valves’ Warranty period

     

    AMPO
shall provide a warranty on the valves. The warranty period shall be:
established on a case-by-case basis, depending on the project and the
contracts,

     

    Furthermore,
PEI, shall warrant the repairs made on the valves to consumers for a. period of
6 months, since the repair within new repairs, if any, shall be made at no cost
for AMPO.


    
      
         


      

      
        3

        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              1.

            	
              Since
      the date of sale about AMPO valves, we will maintain valves free of charge
      owing to quality problems in product warranty. AMPO will afford related
      costs, and the charges of PEI. as
follows:

            


    

    


    
      
        
          
            
              
                
                  
                    
                      	
                              Area

                              coverage

                              (Distance

                              from Beijing)

                            	 
      	
                              Travel charge

                              (DNB/times/person)

                            	 
      	
                              Fees for

                              accommodation

                              and dinner

                              (RMB/day/person)

                            	 
      	
                              Fees for field

                              service within 8

                              working hours

                              (RMB/hour/person)

                            	 
      	
                              Fees for

                              spare parts

                              (RMB)

                            	 
      	
                              Remarks

                            
	
                              [unreadable
      

                              text]

                            	 
      	
                              [unreadable
      

                              text]

                            	 
      	
                              500.00

                            	 
      	
                              [unreadable
      

                              text]

                            	 
      	
                              Provided
      by

                              POYAM,

                            	 
      	
                              [unreadable
      

                              text]

                            
	 	 	 	 	 	 	 	 	
                              and
      free of

                            	 	 
	
                              1000km

                            	 
      	
                              3000.00

                            	 
      	 
      	 
      	 
      	 
      	
                              charge

                            	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                              1000-2000km

                            	 
      	
                              5000.00

                            	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                              >2000km

                            	
                                

                            	
                              7000.00

                            	
                                

                            	 
      	
                                

                            	 
      	
                                

                            	 
      	
                                

                            	 
      


                    

                  

                

              

            

          

        

      

    

     

    
      	
               
      

            	
              2.

            	
              Products’
      errors and incident owing to self reasons and force majeure of users
      during warranty period, users should pay related
  costs:

            


    

    


    
      
        
          
            
              
                
                  
                    	
                            Area

                            coverage

                            (Distance

                            from Beijing)

                          	 
      	
                            Travel charge

                            (DNB/times/person)

                          	 
      	
                            Fees for

                            accommodation

                            and dinner

                            (RMB/day/person)

                          	 
      	
                            Fees for field

                            service within 8

                            working hours

                            (RMB/hour/person)

                          	 
      	
                            Fees for

                            spare parts

                            (RMB)

                          	 
      	
                            Remarks

                          
	
                            [unreadable
      

                            text]

                          	 
      	
                            [unreadable
      

                            text]

                          	 
      	
                            500.00

                          	 
      	
                            [unreadable
      

                            text]

                          	 
      	
                            Provided
      by

                            POYAM,

                          	 
      	
                            [unreadable
      

                            text]

                          
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	
                            and
      free of

                          	 
      	 
      
	
                            1000km

                          	 
      	
                            3000.00

                          	 
      	 
      	 
      	 
      	 
      	
                            charge

                          	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                            1000-2000km

                          	 
      	
                            5000.00

                          	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                            >2000km

                          	
                              

                          	
                            7000.00

                          	
                              

                          	 
      	
                              

                          	 
      	
                              

                          	 
      	
                              

                          	 
      


                  

                

              

            

          

        

      

    

     

    
      
         


      

      
        4

        
          

        

      

      
         


      

    

     

    
      
        	
                 
      

              	
                3.

              	
                Out
      of warranty period, users should pay related
  costs:

              


      

       

    

    
      
        
          
            
              
                
                  
                    
                      
                        	
                                Area

                                coverage

                                (Distance

                                from Beijing)

                              	 
      	
                                Travel charge

                                (DNB/times/person)

                              	 
      	
                                Fees for

                                accommodation

                                and dinner

                                (RMB/day/person)

                              	 
      	
                                Fees for field

                                service within 8

                                working hours

                                (RMB/hour/person)

                              	 
      	
                                Fees for

                                spare parts

                                (RMB)

                              	 
      	
                                Remarks

                              
	
                                [unreadable
      

                                text]

                              	 
      	
                                [unreadable
      

                                text]

                              	 
      	
                                500.00

                              	 
      	
                                [unreadable
      

                                text]

                              	 
      	
                                Provided
      by

                                POYAM,

                              	 
      	
                                [unreadable
      

                                text]

                              
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	
                                and
      free of

                              	 
      	 
      
	
                                1000km

                              	 
      	
                                3000.00

                              	 
      	 
      	 
      	 
      	 
      	
                                charge

                              	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                                1000-2000km

                              	 
      	
                                5000.00

                              	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                                >2000km

                              	
                                  

                              	
                                7000.00

                              	
                                  

                              	 
      	
                                  

                              	 
      	
                                  

                              	 
      	
                                  

                              	 
      


                      

                    

                  

                

              

            

          

        

      

    

     

    
      	
               
      

            	
              4.

            	
              Notwithstanding
      the above, prices to be charged to customers shall be able to be
      negotiated by AMPO with its
customers.

            


    

     

    Fifth-
Service requirements

     

    
      	
               
      

            	
              1.

            	
              After
      receiving notification from. users, Service personals of PEL should submit
      an application to AMPO as soon as
possible.

            


    

     

    
      	
               
      

            	
              2.

            	
              Before
      executing any mobilization, the customer will place an order for AMPO
      (even with zero price). PEL will assist the customer after receiving
      AMPO’s confirmation.

            


    

     

    
      	
               
      

            	
              3.

            	
              PEL
      will inform AMPO about all the field engineering service negotiations with
      customers.

            


    

     

    
      	
               
      

            	
              4.

            	
              After
      AMPO’s permitting, PEL will do the field service, and respond to customer
      within 24 hours. In addition, there is special 24 hours service
      hotline.

            


    

     

    
      	
               
      

            	
              5.

            	
              AMPO
      will invoice the customer (excepting when there is a. guarantee or quality
      issue) and PEL will invoice AMPO.

            


    

     

    
      	
               
      

            	
              6.

            	
              PEL
      will send to AMPO service reports in AMPO’s format and timesheets every 2
      months or in any case at AMPO’s request. Both documents must be signed by
      the customer.

            


    

     

    
      	
               
      

            	
              7.

            	
              Payment
      terms. In quality issues: Payment will be accepted after report has been
      received. In invoiced services, 50% of the payment will be done after
      report has been received and the rest once payment from customer is
      received.

            


    

     

    Sixth:
Provision and price of products maintenance accessories

     

    
      	
               
      

            	
              1.

            	
              Warranty
      period: AMPO provide spare parts to PEL and users timely and free of
      charge, provided that the defects or breakdowns are due to manufacture
      defects.

            


    


    
      
         


      

      
        5

        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              2.

            	
              Out
      of warranty period: AMPO will provide favorable maintenance accessories to
      PEL timely.

            


    

     

    Seventh-
Duration and Termination of this Agreement

     

    This
Agreement shall have a duration of 2 years since the date of signature. The
Agreement may be terminated:

     

    
      	
               
      

            	
              1.

            	
              For
      the expiration of the term set forth
above.

            


    

     

    
      	
               
      

            	
              2.

            	
              For
      any of the parties, communicated in writing within a 3 months
      notice.

            


    

     

    
      	
               
      

            	
              3.

            	
              If
      any of the parties breaches its contractual
  obligations.

            


    

     

    
      	
               
      

            	
              4.

            	
              -If
      post-sales services are performed by PEL in such a way that negative
      affects to AMPO’s image and prestige in
China.

            


    

     

    
      	
               
      

            	
              5.

            	
              If
      AMPO receives numerous and relevant complaints from its clients concerning
      to the post-sales service.

            


    

     

    
      	
               
      

            	
              6.

            	
              By
      mutual agreement of the parties.

            


    

     

    At
termination, for any reason mentioned in section seventh, both parties shall
amicably settle how to proceed in relation to pending obligations. The
non-breaching-party shall be entitled to claim damages, if any.

     

    Ninth-
Confidentiality

     

    PEL
agrees: to keep strict confidentiality in relation with the technical
information provided by AMPO in connection with this agreement. Parties shall
enter into a confidentiality agreement that shall be an integral part of this
Agreement.

     

    Tenth:
Nature of this Agreement

     

    This
agreement it’s a commercial agreement. In no case this Agreement constitutes or
creates a labour relationship between the parties.

     

    Eleventh-
Offsetting

     

    AMPO is
entitled to offset, adjust or deduct any amount owed to PEL with any
amounts

     

    that PEL
owes to AMPO for damages, costs or any other whatsoever.

     

    Twelfth-
Resolution of Conflicts

     

    All
disputes that arising from or in connection with this Agreement and that cannot
be settled amicably between the parties, shall be definitely submitted to the
International Chamber of commerce (ICC) for arbitration which shall be conducted
in accordance with the arbitration rules of the ICC in effect at the time of
applying for arbitration. The arbitral award shall be final and binding between
the parties. The place of arbitration shall be Paris. The language of
arbitration shall be English.


    
      
         


      

      
        6

        
          

        

      

      
         


      

    

     

    The law
applicable to this agreement shall be Spanish law.

     

    Eleventh-
Miscellaneous

     

    
      	
               
      

            	
              1.

            	
              The
      invalidity of any provision of this Agreement shall not affect the
      validity of any other provision in the
  Agreement.

            


    

     

    
      	
               
      

            	
              2.

            	
              No
      party shall not, without the prior written approval of the other party,
      assign its rights or obligations under this
  Agreement

            


    

     

    
      	
               
      

            	
              3.

            	
              This
      Agreement constitutes the entire agreement between the parties and
      supersedes all proposals, previous negotiations and previous agreements
      concerning the subject matter. Any amendment or modifications may only be
      made in writing and must be signed by both
  parties.

            


    

     

    
      	
               
      

            	
              4.

            	
              This
      agreement duplicates each in Chinese and English, and both part A and part
      B will hold one
      original agreement. This agreement will be effectiveness since the date of
      signature and seal of two parts. This agreement is effective one year
      since the signing date. We will sign other agreement after
      expiration.

            


    


    
      
         


      

      
        7

        
          

        

      

      
         


      

    

     

    
      
        
          
            
              
                
                  
                    
                      	

                              Part
      A:  AMPO
      S. Coop Poyam Valves

                            	

                              Part
      B:  Petrochemical
      Engineering Limited

                            
	 
      	 
      
	
                              Representative signature:

                            	 	
                                 

                            	
                              Representative signature:

                            	
                                 

                            
	 
      	 
      
	
                              Place:  Idiazabal,
      Spain

                            	
                              Place:

                            	
                                 

                            	 	 
      
	 
      	 
      
	
                              Date:  January
      20, 2010

                            	
                              Date:  November
      24,
2009

                            


                    

                  

                

              

            

          

        

      

    

     

    
      
         


      

      
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