Product Purchase and Sale Contract (2)
Party
A:
Hei Longjiang Xxxxx Xxxx Dairy Co., Ltd.
Party
B:
Hei Longjiang Xxx Xx Dairy Co., Ltd.
It
is
hoped to fully make use of the dairy resources and advanced equipments of
Party
B, and to take full advantage of the complete market promotion system of
Party
A, so as to achieve the purpose of supplementing the advantages and developing
together. According to certain regulations in “The Contract Law of People’s
Republic of China”, after the negotiation between the two parties, Party A
entrusts Party B to produce milk powder and rice flour with formulas for
babies
at Hei Longjiang Xxx Xx Dairy Co., Ltd, which has the licence of manufacturing
milk powder for babies. The two parties reach the following
agreements:
Item
One: Packing specifications, formulas and computation
| 4 |
Packing
specifications: 25 kilo/package;
|
| 5 |
Formulas:
(see the first attached chart);
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| 6 |
Computation:
The
standard is the weigh of goods after the acceptance check at the
warehouse
appointed by Party A;
|
Item
Two: Standards of Quality and Techniques
1
The
quality of products is to conform to the international standards as well
to the
restricted standards determined by both Party A and Party B. (The standards
are
provided by Party A. See the second attached chart).
2
All
auxiliary materials are to be wholly purchased by Party A and sent to Party
B's
factory. A large amount of raw materials should be purchased by Party B.
If
there are homogeneous products with equivalent quality, Party B can purchase
from suppliers with a lower price, but no substitutes should be used.
4 The
production process is to be conducted according to the processing requirements
of Party A. As for the unspecified part of Party A's requirements, it is
to be
conducted according to Party B's present manufacturing technique of baby
formula
milk powder.
Item
Three: Specifications on Packaging of products
| 5 |
All
packing materials should conform to the requirements of food sanitation;
|
| 6 |
25KG/package,
Packaging
bags are paper plastic compound packages with built-in plastics;
|
| 7 |
Parcel
label should be labeled: product name, specifications (net content),
date
of production and name of manufacturer;
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| 8 |
Packaging
of products is not to be reclaimed and is without charge.
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Item
Four: Lists of Product Purchase and Sale
|
Items
|
Specifications
|
Amount
(ton)
|
CIF
including taxes (yuan/ton)
|
Remarks
|
||||
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Rice
flour A
|
25KG/
package
|
1050
tons
|
21,000.00
yuan/ton
|
The
price of raw materials is to be verified by Party A's personnel
at the
factory. If the actual price of raw materials is different from
that in
the attached chart, or if the price of raw materials rises during
the
co-operation, both parties should re-negotiate the price in the
form of
supplementary clauses. This price contains all raw material costs,
processing charges, cost of packing materials, transportation
charges and
so on.
|
||||
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Formula
powder C
|
25KG/
package
|
520.5
tons
|
46,200.00yuan/ton
|
Item
Five: Method of Transportation and Place of delivery
| 3 |
Method
of transportation: motor vehicle transportation
|
| 4 |
Place
of delivery: place of delivery specified by Party A.
|
Item
Six: Quality and Time Limit of Delivery
Party
B
ensures the requirement of Party A: a monthly provision of about 250 tons,
with
fluctuation of 20%. The specific delivered quantity and time limit should
conform to the time of delivery in Party A's "factory order". On the factory
order there should be the quantity, time of delivery and so on. Within ten
days
after Party B received the advance payment from Party A, Party B should produce
the first batch of products. On 26th of every month, Party A gives the order
of
the next month, according to which Party B will produce and deliver goods
according to the factory order.
Item
Seven: Method of Acceptance Check
The
quality and quantity should be checked at the place of delivery. After Party
B
delivers the goods, that is, sends the xxxx of lading and product laboratory
report in time to Party A, Party A should inform Party B by fax of the quantity
of the milk powder on the day of receiving the milk powder. At the time of
Party
A's acceptance check, if there are differences in the quantity, breakage
of
product package and underweight, Party A should present the written form
by fax
to Party B on the day of warehousing. According to the undamaged product
quantity, Party A is to warehouse according to the actual weight (take 10
sacks
and take the mean value of net weight as the weight of each sack). The products
with broken outer packs or inner packs should be retracted by the freight
driver. Party A is not in charge of storage. The quality of products is to
be
checked according to Party A's internal quality standard. If there are quality
problems, Party A should present in written form by fax to Party B within
seven
days after the arrival of goods. Two parties should negotiate specific method
of
disposition or go to quality-inspecting departments for inspection. If the
goods
are returned due to quality problems, Party B is to assume the back goods
freight. If there is no demur seven days after the arrival of goods, the
products of Party B is considered qualified at the acceptance check. Party
B
does not assume subsequent obligations.
Item
Eight: Method of Payment
1
After
the
signing of the contract, Party A pays Party B 30% of payment for the first
batch
of goods in advance. Within seven days after the goods are accepted as
qualified, the rest of the payment should be settled up. Party A will no
longer
pay advance payment for the batches of products. Within seven days after
Party A
receives and accepts the goods, the payment should be settled up. Party A
is to
send the receipt of remittance by fax to Party B.
2
The
type
of payment is bank draft or cable transfer;
3
The
time
of Party A's payment is the time on the bank receipt;
4
Party
B
is to provide Party A with an invoice with 17% tax rate of value added tax.
Item
Nine: Special Agreements
1
Party
B
has the obligation to fully maneuver its resource advantages, to cooperate
as
best as possible with the work of Party A's personnel, and to try to improve
co-operation and investment environment so as to guarantee the successful
progress of production;
2
Party
B
should exert rigid control over the quality of products according to "Food
Sanitation Law". Party B is to be responsible for any quality problems before
the acceptance check of Party A's products and also the consequent losses.
3
Party
B
has the right to reject using unqualified materials ( including unqualified
auxiliary materials from Party A's factories);
4
Party
B
has the right to reclaim and demand of payment on schedule;
5
If
there
are disputes on the quality detection of products, Party B has the right
to
require quality-supervision departments above the province level to arbitrate;
6
Party
B
is to assume the losses due to its breach of contract or violation of operation,
while Party A is not responsible; Party A is to compensate fully to Party
B for
its losses of product overstock due to Party A's failure of payment on time
or
sudden unilateral termination of the contract.
| 9 |
Party
B is to cooperate actively with Party A in the regular checking
and
appraisal, as well as in the work of Party A's personnel at Party
B's
factory;
|
| 10 |
If
either Party A or Party B requires amendments or suspends the contract,
one should inform the other 30 days in advance;
|
9
Party
A
and Party B can suspend the contract for un-resisted factors (such as war,
disaster, great decline in market sales and so on); otherwise, the delinquent
party will pay 5% of the sum in the contract as the liquidated damages and
compensate for the economic losses of the other party.
10
Party
B
will not assume responsibility for the normal production tasks due to the
delay
of payment from Party A.
Item
Ten: Settlement of Disputes
At
the
time of disputes, both parties should negotiate for a settlement. If thee
negotiation fails, the disputes can be settled by instituting a law suit
to the
people's court at the defendant's location.
Item
Eleven: Other Agreements
1
Party
A
will send managerial staff or technicians to assist Party B with guidance,
supervision and coordination in production. They will be provided accommodation
for free by Party B, and their diet expenses are to be disposed by Party
A.
2
Party
B
is responsible for coordinating relations with local quality-inspection,
industrial and commercial departments. The expenses will be assumed by Party
B.
3
Party
B
provides: A repetition of enterprise business license, photocopies of toll
registration certificate, baby formula milk powder of Party B's subsidiary
companies, manufacturing licence of rice flour and sanitation license, as
well
as product test reports.
4
Party
B
is to keep strict security on the formula and manufacturing technique provided
by Party A. Party B is to compensate for any losses of Party A due to the
leak
of secrets.
5
Time
limit of co-operation: The time limit of co-operation between Party A and
Party
B is from May 1st,
2005 to
December
31st,
2005.
Refer to the date of signature between the two parties. After the contract
expires, if both parties are willing to continue corporation, this contract
can
be signed continually.
6
This
agreement is in quadruplicate. Each party holds two copies (the faxes copies
also have equivalent legal effects). The agreement takes effect on the date
of
signature.
Attached
page
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Party
A: Hei Longjiang Xxxxx Xxxx Dairy Co., Ltd
|
Party
B: Hei Longjiang Xxx Xx Dairy Co., Ltd
|
|
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Juristic
Person:
|
Juristic
Person:
|
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Entrusted
agent:
|
Entrusted
agent: Zhang Zhenjiang
|
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Bank:
|
Bank:
Construction Bank at Keshan Town
|
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Bank
account:
|
Bank
account: 23001627950050500102
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Tax
Registration Number:
|
Tax
Registration Number: 230230736928960
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Address:
|
Address:
Xxxx Xxxxx Street, Kedong Town, Hei Longjiang province
|
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Telephone:
|
Telephone:
00000000000
|
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Fax:
|
Fax:
0000-0000000
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Date
of
signature: Aprils 26th, 2004
