64-68 Hai Ba Trung Street, Ben Nghe Ward, District 1, HCMC Tel: (028) 38 29 8888 Fax: (028) 38 225999 Hotline: (028) 38226688 Email: mcc@mailinh.vn - Website: www.mailinh.vn TAXI SERVICE CONTRACT No: ML Today,…………………………………………… , we: SERVICE PROVIDER: MAI LINH GROUP CORPORATION Address : 68 Hai Ba Trung St., Ben Nghe Ward, Dist 1, HoChiMinh City Tel : (84-8) 3829 8888 Fax: (84-8) 3823 6555 Email : thanhnt@mailinh.vn VAT code : 0315161593 Account No : 0161.0797.93979 at Bảo Việt Bank- Sài Gòn Branch Represented by: (Hereinafter called Party A) Title: CLIENT: SEIKA SANGYO (VIET NAM) COMPANY LIMITED Address : Room 03, Floor 34, No.2, Ung Van Khiem Street, Ward Ben Nghe, District 1, Ho Chi Minh City Tel : 028 38278623 Email : thanh-hien@jp.seika.com VAT code :0315453765 Account No : 040541 (VND)- MUFG Bank, Ltd - HO CHI MINH branch Represented by: Mr HAYASHIDA EIJI , Title: General manager (Hereinafter called Party B) After discussion, both Parties have agreed to sign this contract on the terms and conditions as follows: Article Contents of Contract - Party A agrees to provide taxi services to Party B, Party B agrees to designate Party A to provide taxi service in the form of taxi service card (hereinafter referred to as MCC card) under the terms and conditions of this contract - Party A issue MCC cards, free of charge, for the first time ordered upon signing this contract - Each time using taxi service provided by Party A, Party B/employee of Party B give the MCC card to the driver to record the fee of the service on receipts (recording by hand writing or printing by POS), then sign on three receipts and keep one copy of receipts as reference when needed; the other two copies of receipts are kept by the driver as payment record (payment instructions of MCC card is attached) - In any case, Party B/employee of Party B does not keep the receipt(s) for reference as needed, then Party B must accept the payment on the detailed list of charges provided by Party A Article Duration of contract This contract is effective immediately on the date of signing till the contract is terminated under the terms of this contract, except the Parties have another agreement Article Payment and Mode of payment 3.1 Payment documents Party A monthly shall provide the payment request and documents to Party B, including: - Detail of taxi service’s fees on each MCC card using by Party B/employees of Party B; - VAT invoice(s) after deducting the discounted amount (if applicable) Page 3.2 Method of payment Within 05 (five) working days of receiving the payment request and VAT invoice(s) from Party A, if Party A does not receive any feedback from Party B; it is considered that the VAT invoice is accepted and approved for payment 3.3 Forms of Payment Within 15 (fifteen) working days from the date of acceptance the payment request by Party B, the 100% payment on VAT invoice's amount must be settled from Party B to Party A by transferring to Party A’s account in this contract, and transfer fees and other charges (if any) shall be paid by Party B Article Deposits Party B must place a 10.000.000 VND (ten million VND) deposit The deposit shall be refunded to Party B at the time of Contract’s liquidation after deducting all unpaid amount of Party B (if any) Article Discount Party B is entitled to Party A’s current discount policy, the discount is calculated base on total taxi service charges monthly used by Party B In the case of a change in the discount rate, Party A shall notice to Party B in written and is considered an integral part of this contract Article The rights and obligations of each party 6.1 The rights and obligations of Party A - Sending to Party B “the MCC card blockade notice” if Party B has not paid the amount on the invoice(s) on the due date of payment in this Contract; - Terminating the contract in case of more than 30 (thirty) days from the date which Party B accepted and approved for payment as in Article 3.2 but Party B has not paid the amount on the invoice(s) to Party A; - Disclaiming responsibility for Party B/employees of Party B in the case of losing MCC card(s) but not immediately notify Party A’s representative to blockade the card(s) However, if the lost card(s) incurs taxi service charge, Party B shall be fully responsible for this charge and must pay the full incurred amount to Party A, unless the parties have settled and have another agreement; - Providing taxi service for Party B at the provinces of Vietnam's territory through the use of MCC card; - Sending MCC card(s) within (seven) working days to Party B if Party B head office locating in Ho Chi Minh city area, 10 (ten) working days if Party B head office locating in other cities/provinces after the signing of contract is completed and/or is required by Party B; - Providing taxi services in a timely manner and meet all obligations under this Contract, ensuring taxi drivers complying all traffic safety regulations and serving customer in workmanlike manner, polite and professional attitude - Ensuring the technical conditions of the vehicles which are equipped with safe equipments prescribed by law 6.2 The obligations of Party B - Paying the taxi service charge in VAT invoice(s) on the deadlines agreed in this contract; - MCC cards are issued for Party B/employees of Party B only and non-transferable to a third party - Notifying to Party A in writing any change of information relating to using MCC card, including change of address, phone, email, fax, tax code, representative person who had signed this Contract - In case that MCC card(s) is lost, or stolen, or misplaced, Party B must call immediately to notify to Party A’s representative, then email or fax to the address of Party A in this contract to blockade the lost card(s); - Being fully responsible for the preservation and use of the card in the right purposes as specified in this contract, paying the full incurred amount to Party A in the case of losing MCC card(s) - Reissuing card(s) required by Party B in any case shall be charged 50,000 VND/card and the old card(s) must be returned the to Party A in the case of lost and found Article Termination of Contract The parties shall provide the written notice to the other party to terminate the contract in the case: Page (i) Party B does not pay the full amount on the invoice(s) to Party A in more than 30 (thirty) days from the payment due date in this Contract; or (ii) Party B wants to stop using taxi services of Party A; or (iii) One of the parties does not exist prescribed by law; or (iv) Party B transfers or gives the MCC card to third party without the consent of Party A; or (v) The parties agree to terminate the contract In any circumstances leading to termination of the contract, the parties shall liquidate the contract, payment of debts incurred up to the date of termination of the contract and: - In case (i), Party B shall be subject to violating the payment terms and must be fined Fine amount = Unpaid amount x (2% /month / 30 days) x number of delayed payment days (Number of delayed payment days is calculated from the date which Party B accepted and approved for payment as in Article 3.2 to the date that Party B makes the payment) - In case (ii), (iii), (v), Party B must return MCC card(s) to Party A After receiving the MCC card(s), Party A shall reimburse the deposit for Party A after deducting all unpaid amount of Party B (if any) - In case (iv), Party B shall pay all incurred taxi service charge and be fined 1% of the total amount of taxi service charge in the violating month Article Complaints - Any complaint must be detailed in writing and sent to the other Party within three (03) working days from the occurrence date of complaint; - Party A shall only receive and resolve the taxi service complaints occurring within 60 (sixty) days from the date of the incident leading to the complaint; - Within 07 (seven) working days after receiving the complaint, Party A shall be responsible for retrieving records and provide information related to the complaint to Party B - The parties shall work together to resolve other complaints (if any) Article Arbitration In the event any disputes that arise in regards to this contract It will firstly be settled through negotiation and mediation between the two parties In the event that both parties are unable to settle the disputes amicably, the disputes will be subjected to the applicable law and the courts of Vietnam The losing party will take the responsibility for all arbitration expenses as well as any other legal fees unless both Parties have different agreements Article 10 Other terms - Both parties agree to uphold all the terms and conditions of this contract diligently - This contract is referred to current laws of Vietnam, other contents is not specified in this Contract shall be referenced in accordance to the law of Vietnam; - Any adjustment or changes to the terms of this Contract shall not have effect unless expressly agreed in writing by the authorized representatives of the Parties, signed as annexes and not separation of this Contract; - Any provision of this Contract is disabled by current law of Vietnam, the remaining provisions shall remain in full force and binding on the parties This contract is effective immediately on the date of signing and is made into four (04) original copies, two (02) in English and two (02) in Vietnamese of the same validity, each party retains two (02) original copies, one (01) in English and one (01) in Vietnamese In the event any disputes that arise in regards to this contract, the Vietnamese copies shall be used as referenced language PARTY B’s REPRESENTATIVE (Signed and sealed) PARTY A’s REPRESENTATIVE (Signed and sealed) Page ... copies, one (01) in English and one (01) in Vietnamese In the event any disputes that arise in regards to this contract, the Vietnamese copies shall be used as referenced language PARTY B’s REPRESENTATIVE... take the responsibility for all arbitration expenses as well as any other legal fees unless both Parties have different agreements Article 10 Other terms - Both parties agree to uphold all the... mediation between the two parties In the event that both parties are unable to settle the disputes amicably, the disputes will be subjected to the applicable law and the courts of Vietnam The