Sales Contract for Digital Court Storage System
Exhibit 10.28
Sales Contract for Digital Court Storage System
Contract No. XXXX00000000
Buyer:Shenzhen Intermediate People’s Court
Add:No.6003, Caitian North Road, Futian District, Shenzhen City
Postcode :
Tel:
Fax:
Name of Representative:Xxx Xxxxxx
Deposit Bank:
Account No.:
Seller:iASPEC Software Co., Ltd
Add:Unit D, 4/F., Block2, Tian’an Cyber Park, Futian District,
Shenzhen City
Authorized Representative:Li Jincai
Date Singed:April 3,
2008
Tel: 0000-00000000
Fax: 0000-00000000
Deposit Bank: Shenzhen
Development Bank Shennan Branch
Account No.: 1020 3451 6010 0035 73
The following agreement is made by the Buyer and the Seller through full consultation, and shall conform to the Contract Law of PRC. Both parties shall comply with the terms and conditions of this agreement.
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1. Contract Objects
The Buyer agrees to buy and the Seller agrees to sell the products as listed in Appendix I, with technical & functional requirements listed in Appendix II. The products and system integration services supplied by the Seller shall conform to the technical performances as is described in Appendix II. Should there be any equipments omitted in Appendix I that are essential to meet the technical performances as is specified in Appendix II, the Seller shall be obligated to provide such equipments for free.
2 Contract Amount
2.1 Total Amount: RMB ¥1,296,300.00
2.2 After Sales Services: The Seller shall provide in-site installation and test, and purchased products shall be guaranteed by the manufacturers for 3 years. The Seller shall provide after-sales services for 5 years upon the day the product passes acceptance, include warranty period and maintenance period. 2.3 Shipping cost, premium and other costs shall be paid by the Seller.
3 Terms of Payment
3.1 Advance Payment: The Buyer shall pay 30% of the total contract amount (¥388,890.00 ) to the Seller as advance after the contract is signed.
3.2 Acceptance Payment: After the purchased products are installed and passed the acceptance by the Buyer, the Seller shall pay a 10% of the total contract amount (¥129,630.00) to the Buyer as mortgage, and the Buyer shall pay 70% of the total contract amount (¥907.410.00) to the Seller.
3.3 Balance Payment: The Buyer shall return the mortgage, 10% of the total contract amount (¥129,630.00), to the Seller after the equipments pass the acceptance by the Buyer for 1-year stable operation.
3.4 The Seller shall provide the Buyer with commercial Invoice with corresponding amount.
4. Terms of Delivery
4.1 The Seller shall deliver the products as is described in the contract to the place designated by the Buyer within 20 days upon the date on which the contract is signed.
4.2 The Seller shall provide a detailed delivery schedule (including contract number, equipment name, type, specification, quantity, weight, volume, and the date, place and arrangement of delivery) to the Buyer by facsimile/telephone within 7 days before the date of delivery. The Buyer shall make related preparations and necessary formalities on receiving the products.
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4.3 The Buyer shall store and keep the products under appropriate circumstance as is required. In case of any quantity discrepancy, the Buyer shall inform the Seller immediately, and the Seller should make corrections within two working days and any costs arising therefrom shall be paid by The Seller.
4.4 All the products shall be kept in original packages upon delivery. The Seller shall provide a Delivery List (including the product name, type, specification, quantity and serial number) and the products shall be checked by both parties. Should there be any quantity discrepancy or damage, notwithstanding the package is complete or not, the Seller is obligated for replacement or supplement within two working days, and any costs arising therefrom shall be paid by the Seller.
5. Installation, Test and Acceptance
5.1 After the equipments are received and inspected by the Buyer, the delivered equipments shall be installed and tested by the Seller within two days, the Seller shall provide technical guidance to the Buyer, and necessary conditions required for equipment installation and test shall be provided by the Buyer. The installation and test shall be finished within 5 days by the Seller.
5.2 In the process of installation and test, the Buyer shall provide necessary conditions and technicians in assistance with the Seller to complete the installation.
5.3 The Seller shall provide related technical documents (including equipment data, installation configuration document, management & operation instructions, and test & acceptance program) to the Buyer after installation and test. Acceptance test shall be conducted by the Buyer thereafter, and the acceptance result shall be recorded in the Purchased Product Acceptance Report. Should any deficiency be found by the Buyer during the Acceptance, both Parties shall make appropriate settlements based on the significance of the problem. (1) Should any serious deficiency exists, the purchased products shall be returned to the Seller and rectified therein, and both Parties shall negotiate on the timing for the subsequent acceptance test. the Seller shall compensate for all the losses to the Buyer; (2) Should there be any minor deficiency, the Seller shall make relevant rectifications, and both parties shall consult whether a second acceptance is needed.
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5.4 Both parties shall sign an acceptance report after all purchased products passed the acceptance by the Buyer. The Buyer shall conduct the payment (see 3.2) to the Seller after all products are delivered.
5.5 The following documents shall be submitted before program implementation:
1) Construction Program; 2) Implementation Program; 3) Hardware Configuration Program and Instructions; 4) Operation Manual
6. Quality Guarantee and Maintenance
6.1 The Seller assures that the delivered equipments are in accordance with the descriptions as is specified in Appendix I, and the products are brand-new with advanced technology, high quality, stable performance and no discrepancy.
6.2 The Seller shall provide after-sales services for 5 years upon the day the product passed acceptances, include guarantee period and maintenance period.
Guarantee period: Hardware products shall be guaranteed for 3 years by the manufacturers and The Seller shall provide free product maintenance or replacement in the period.
Maintenance period: The maintenance period commences upon the expiring date of the guarantee period, during which the Seller shall provide maintenance services as the Buyer requests. Relevant parts shall be charged according to the market price.
In the guarantee period, the Seller shall provide monthly inspection services, including equipment testing, cleaning, and operation record.
Malfunction-response: In the guarantee period, the Seller shall provide, 1) 7*24 hours services; 2) 7*24 hours in-site support; 3) in-site services within 1 hour, i.e. technicians shall arrive within 1 hour, and malfunction elimination shall be less than 2 hours; 4) parts replacement within 4 hours in case of major malfunction.
7. Training
7.1 Providing technical training to 5+ people for three days 7.2 Training materials shall be provided by the Seller 7.3 Providing group training and one-on-one training
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8. Liability for breach of contract
8.1 In the event that the Seller fails to deliver the products on time, the Seller shall pay to the Buyer the late delivery penalty at 1% of the total value of the contract per week.
8.2 In the event that the Buyer delays the payment, the Buyer shall pay to the Seller the delayed payment penalty at 1% of the total value of the contract per week.
8.3 In the event that the Seller fails to finish the appointed project on schedule except that the delay is due to the conditions of the Buyer, the Seller shall pay to the Seller the late delivery penalty at 1‰ of the total value of the contract per day.
9. Force Majeure
9.1 The deferment of the contract due to Force Majeure, including, but not limited to war, fire, floods, earthquake, etc., shall be consistent with the duration of the Force Majeure.
9.2 Each party shall advise the other party by facsimile immediately of the occurrence of the Force Majeure mentioned above within fourteen days thereafter for acceptance.
9.3 Each party shall advise the other party by facsimile immediately of the termination of the Force Majeure mentioned above thereafter for acceptance.
9.4 If the said Force Majeure lasts over 20 days, both parties shall settle the case of continuing the contract by friendly negotiation.
10. Notice & Delivery
10.1 Any and all notices referred to herein shall be in written form or other valid forms and delivered to both parties at the address as is specified in this contract under the stipulations of the Civil Procedures Law of PRC. If any changes of the addresses occur, one party shall inform the other party of the change of address within five days thereafter.
10.2 Except for the specifications of the matters concerned herein, each party shall, based on the principle of honest and creditability, inform the other party immediately within five days thereafter of any changes of the legal representative, name, address and enterprise organization, or any other incidents including, but not limited to consolidation, schism, annexation and bankruptcy, which may have significant effects on the execution of the contract.
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11. Dispute Settlement
Any and all disputes arising from execution of the Contract or in connection with the Contract shall be first settled through friendly consultation, and in case that the negotiation fails to reach an agreement, each party reserves the right for legal proceedings to the people’s court that has the jurisdiction over the matter.
12. Contract Validity
12.1 The Contract contains main document, Appendix I and Appendix II, which are indivisible with the Contract.
12.2 The Contract is effective upon being executed by both parties.
13. Counterparts
This Contract is executed in four counterparts and each party holds two, each of which shall be deemed equally authentic.
Buyer :Shenzhen Intermediate People’s Court
__________________________
SIGNATURE
Date: April 3, 2008
Seller :iASPEC Software Co., Ltd
_________________________
SIGNATURE
Date: April 3, 2008
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