Sale Contract
(English
Translation)
Exhibit
10.13
Sale
Contract
Seller:
Landesk
(Beijing) Software Co., Ltd.
Buyer:
Beijing
PKU Chinafront Technology CO., LTD.
To
protect the legal interests of the Parties, the Parties enter into this Contract
according to the relevant provisions of Contract
Law of the People’s Republic of China
and the
relevant provisions upon amicable consultation.
1.
Total
amount of the Contract: RMB 168,770
2.
See
the
price list attached for the names, model numbers, quantity, packing and
detailed
price.
3.
Quality
Requirements and Technical Standards
As
per
the quality and technical standards formulated by Landesk.
4.
Organization (person) for receiving the goods
The
organization (person) named by the Buyer for receiving the goods hereunder
is:
Beijing
PKU Chinafront Technology CO., LTD
5.
Date,
Place, and Method of Delivery and Bearing of the Relevant Expenses
5.1
Delivery date: As soon as possible before June 28
5.2
Method of delivery and bearing of expenses: Free home-delivery
5.3
Place
of delivery: The
place named by the Buyer (within Beijing City)
6.
Method
and Time limit of Payment
The
Seller will send the payment notice to the Buyer according to preceding
provisions, and the Buyer will notify the Seller to use value-added tax invoices
to exchange for the cheque of Buyer after making confirmation.
7.
Time
and Standards of the Acceptance Check of the Goods
Acceptance
check time:
The
Buyer
shall timely conduct the acceptance check about of the quality of the products
purchased by it. If any product is found unqualified during the acceptance
check, the Buyer shall immediately raise a written objection to the Seller.
The
Seller shall timely replace such products after receiving the objection till
the
products pass the acceptance check. If the Seller does not receive the objection
within seven
days
after the delivery of the products or receive the objection beyond the foregoing
time limit, the products shall be deemed have passed the acceptance
check.
Acceptance
check standards:
The
products hereunder bought by the Buyer may be normally installed and run. If
the
media of the products is damaged so that the Buyer can not install the products,
The Seller shall replace the media till the media may be normally
used.
8.
Receipt and
Objection
If
the
Buyer names an organization (person) to receive the goods, the Buyer agrees
that
it will be responsible for such opinions and conduct as receipt, rejection,
written rejection made by the organization (person).
If
the
delivery is made by home-delivery or on ex-works terms, the organization
(person) for receiving the goods shall examine the brands, specifications,
model
numbers and quality and determine whether they conform to the provisions of
the
Contract within three working days after the delivery of the goods. If the
products conform to the Contract, the organization (person) shall sign for
the
products. The Buyer may reject the product not conforming to the provisions
of
the Contract and state the reasons of the rejection in writing. As for
home-delivery, if the products rejected by the Buyer according to the provision
need to be kept by the Buyer, the Buyer shall keep such products.
As
for
the delivery by consign, if the Buyer has objections to the products,
specifications, model numbers and quantity, it shall raise the objection to
the
Seller in writing within seven days from the arrival of the
products.
If
the
quality of the products becomes poorer due to improper use, keeping and
maintenance by the Buyer, the Buyer shall not raise any objection.
If
the
Seller is responsible for the above rejection or objection, the Seller shall
replace or cover the products.
9.
After
Service
As
per
the service terms and conditions of Landesk (Beijing) Software Co.,
Ltd
10.
Liability for Breach of Contract
(1)
The
Seller’s Liability for Breach of Contract
1.
If the
Seller is involved in any delay in delivery, it shall pay the Buyer the
liquidated damages at 4/10,000
of the
delayed amount for each delayed day.
2.
If the
specifications, model numbers, quantity, quality and packing of the products
delivered by the Seller do not conform to the provisions of the Contract as
confirmed by the Parties, the Seller shall cover the quantity, replace or repair
and bear the expenses actually paid for the repair and exchange subject to
concrete conditions of the products. If the Buyer can not obtain the products
as
stipulated in the Contract for reasons on the part of the Seller, the Seller
shall be deemed have unilaterally breached the Contract and shall compensate
the
Buyer for the loss arising from this.
3.
The
Seller shall warrant the use by the Buyer of the system software, service or
any
part thereof is legal and will not be subject to the infringement claim raised
by any third party, and will not sustain any loss of expenses, damages, claim,
demand, recourse or legal act. The Seller shall bear the consequences caused
by
the foregoing action and compensate the Buyer for the loss arising from
this.
(2)
The
Buyer’s Liability for Breach of Contract
1.
If the
Buyer is involved in any delay in payment, it shall pay the Seller the
liquidated damages at 4/10,000
of the
delayed amount for each delayed day.
2.
If the
Buyer reject the products conforming to the stipulations of the Contract without
reason (including return of goods in transit by the Buyer), the Buyer shall
be
deemed have unilaterally breached the contract and shall pay the Seller
10%
of the
contract price of products rejected by it (or returned by it in transit) as
liquidated damages and compensate the Seller for the loss arising from
this.
3.
As for
the delivery method in which the Seller sends the goods or arrange for the
carriage of the goods on behalf of the Buyer, if the Seller can not deliver
the
goods on schedule because the Buyer informs the Seller of wrong place of
delivery and organization (person) for receiving the goods, the Seller shall
not
bear any liability, and the Buyer shall compensate the Seller for the loss
arising from this.
11.
Exception Clause
1.
Force
Majeure
After
taking effect of the Contract, if any Party hereto can not perform the Contract
due to force majeure events provided for in the laws and regulations of the
country, the Party shall timely notify the other Party of the reasons why it
can
not perform or can not completely perform the Contract and provide the
certification produced by the relevant organ within fifteen days. In the event
of force majeure, delayed performance, partial performance and nonperformance
of
the Contract may be allowed, and the liability may be exempted.
In
this
Contract, force majeure means the objective conditions which can not be
foreseen, avoided and overcome.
1.
None
12.
Taking Effect and Modification of the Contract
This
Contract will take effect upon signed and stamped by the Parties. During the
period of the Contract, any Party shall not modify or terminate the Contract
at
random. If one Party really needs modifying the Contract, the Contract may
be
modified only after it obtains the consent of the other Party and the Parties
agree upon the modification. If the Parties can not agree upon the modification,
the Party proposing the modification shall still perform the Contract,
otherwise, it shall be deemed as breaching the Contract.
13.
Dispute Settlement
Any
dispute between the Parties arising during the performance of the Contract
first
shall be settled through consultation. If the dispute can not be settled through
consultation, any Party may bring a suit before the People’s Court where the
Seller is located.
14.
Miscellaneous
The
liquidated damages, damages and various economic losses payable under the
Contract shall be paid to the other Party within ten days after the liability
is
ascertained, otherwise, it will be deemed as a delay in payment.
15.
The
Parties hereto agree that the faxes of the Contract are valid. Annexes of the
Contract are integral parts hereof and have equal legal effect with the
Contract.
This
Contract is made in
quadruplicate with
equal legal effect.
Seller:
Landesk (Beijing) Software Co., Ltd.
Authorized
Representative:
Address:
W1-511 Oriental Economy and Trade City, 0 Xxxx Xxxxxxx Xxxxxx, Xxxxxxxxx
District,
Beijing
City
June
18,
2004
Buyer:
Beijing PKU Chinafront Technology CO., LTD.
Authorized
Representative:
Address:
Xxxx 000, Xxxxx X, Xxxxxxx Center, 000 Xxxxxxx Xxxx, Xxxxxxx Xxxxxxxx, Xxxxxxx
Xxxx
June
18,
2004
