Sichuan DAR Purchase and Processing Contract
Exhibit
10.1
Suining
Yinfa DAR Industrial Co. Address
000
Xxxxxx Xxxx, Xxxxxxx, Xxxxxxx, Xxxxx, “Yinfa”
for short Chengdu
Derentang Pharmacy Company Medicine Branch Address
4
Western
Section 0, xxx Xxxxx Xxxx Xxxx, Xxxxxxx, Xxxxxxx, Xxxxx “Derentang”
for short.
Yinfa
and
Derentang agree on the cooperation of purchase and processing of Chinese herb
Sichuan DAR (the raw material of Dahurian Xxxxxxxx Xxxx, or DAR, produced in
Suining, Sichuan, China, “Sichuan DAR” for short). Both parties agree on the
following items and to fulfill their obligations.
1.Contract
term
18
April,
2007 to 31 July, 2012
2.Contract
content
Derentang
agrees to purchase Sichuan DAR from Yinfa annually in the execution term of
this
contract, processing to Sichuan DAR Chinese medicine slices and selling them
both domestically and overseas; Derentang agrees to accept the slice processing
business entrusted by Yinfa and sell the slices in the execution term of this
contract.
3.Quality
criteria of Sichuan DAR
The
Sichuan DAR sold by Yinfa to Derentang shall be in consistence with the
definition of DAR quality criteria in Chinese Medicine Dictionary 2005 of
People’s Republic of China.
4.Purchase
price of Sichuan DAR
Yinfa
and
Derentang agree that the settle price of Sichuan DAR shall be negotiated
annually and determined in Sichuan DAR Purchase Execution Agreement annually
signed by both parties. For any settle price occurs between April 18, 2007
to
July 31, 2008 shall be determined by term 5-2 of this contract.
5.
Sichuan DAR Purchase Quantity and Total Price
5-1.
Since
2008, Derentang shall deliver the order amount of the current year to Yinfa
before each April 20 in the contract term. Yinfa shall quote to Derentang within
15 days after receiving the order. Both parties shall sign the current-year
Sichuan DAR Purchase Execution Agreement before May 20 each year.
5-2.
During
the first executive year of the contract, April 18, 2007 to July 31, 2008,
Derentang shall purchase Sichuan DAR from Yinfa for an amount of 250 tons.
The
place of delivery is Suining, Sichuan, China, the unit price is RMB20/kilo.
The
total RMB5,000,000 shall be paid when product delivers to
Derentang.
6.
Rights and liabilities of Derentang
6-1.
The
processing of Sichuan DAR Chinese medicine slices by Derentang shall be in
consistence with the related regulations, criteria, and conditions
6-2.Derentang
can delegate the processing agency to a third person who shall be qualified
according to related regulations, criteria, and conditions.
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7.Rights
and obligations of Yinfa
7-1.Yinfa
guarantees that Sichuan DAR shall be supplied to Derentang with priority in
the
execution term of this contract
7-2.After
Derentang delivers the current-year order to Yinfa pursuant to the contracted
provision and signs annual Sichuan DAR Purchase Execution Agreement with Yinfa
each year, Yinfa shall not sell Sichuan DAR to other Chinese medicine slice
processing companies in China that year
0-0.Xx
any
case of 7-3-1, 7-3-2
or
7-3-3, Yinfa shall not undertake the obligation in 7-2;
7-3-1.
Derentang can not deliver to Yinfa the annual order of Sichuan DAR at the
contracted time
7-3-2.
Yinfa
and Derentang can not sign the Sichuan DAR Purchase Execution Agreement in
the
current year at the contracted time
7-3-3.The
Sichuan DAR order amount by Derentang in the current year or the purchased
amount is less than 250 tons in the Sichuan DAR Purchase Execution Agreement
signed with Yinfa in the current year.
8.
Processing agency
8-1.Derentang
agrees to accept the processing agency business of Sichuan DAR slices from
Yinfa
8-2.
As for
the processing agency business of Sichuan DAR slices of YinfaôDerentang
can delegate the agency to a third person
8-3.The
Processing Agency Agreement of Sichuan DAR Chinese Medicine Slices signed by
both parties acts as a benchmark for the details of the processing agency
business.
9. Contract
guarantee and xxxxxxx money
9-1.Derentang
shall pay Yinfa RMB100, 000 as the contract guarantee within ten days after
signing this contract;
9-2.
Yinfa
and Derentang agree to repay the contract guarantee in the manner described
in
the following 9-2-1 or 9-2-2 or 9-2-3;
9-2-1.
Yinfa
shall return the contract guarantee to Derentang before 1 July of the last
execution year of this contract
9-2-2.
The
contract guarantee shall be used to offset for goods payment by Derentang in
the
last execution year of this contract
9-2-3.
If
Yinfa and Derentang negotiate to or would both like to terminate this contract
ahead of schedule, Yinfa shall return the contract guarantee to Derentang within
three days upon signing the termination agreement.
10.
Confidentiality
10-1.
Yinfa
and Derentang understand and admit that this agreement builds a confidential
relationship between the two, and all, written or oral or in other manners,
provided by the one side to the other is confidential in essence, such as
transactions, clients, finance, properties, operation manner, documents and
other temporarily provided information. And the above all are uniformly called
Confidential Information;
10-2.
Yinfa
and Derentang agree that either party shall not provide Confidential Information
to others during or after the contracted period. And the two parties further
agree that they shall promote their employees and distributors to obey this
regulation.
11.
Delivery of notice
11-1.
any
notice, request, order or other information ruled in this contract shall be
delivered to the specific persons or the offered newest address, fax or
telephone numbers in the contract (unless notify the other different address,
fax or telephone numbers in written);
11-2.
the
Information in 11-1 shall be regarded as fully delivered. When checking the
delivery and/or receipts, it should be fully evident the information has been
delivered to the receiver’s address, or the proper address is contained on the
envelope and it has been posted or delivered to the receiver’s address, or the
information has been delivered to the receiver through telegraph, fax or telex.
If through telex, it is regarded as properly delivering when receiving the
response signal from the receiver’s telex; if through fax, it is regarded as
properly delivering when receiving the successful delivery report;
11-3.
any
content in Article 10 shall not hinder delivering the information or proving
the
delivery in any legally permissible way.
12.
Others
12-1.Other
unpresented or complementary provisions shall be provided in the complementary
agreements signed by Yinfa and Derentang
12-2.Any
disputes due to this contract can be sued to Suining Intermediate People’s
Court
12-3.This
contract goes into effect upon the signatures of legal representatives or the
authorized persons of the two parties
12-4.This
contract is in four originals, two for Yinfa and two for Derentang. The legal
effects of the contract and its complementary agreements are equal.
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Suining
Yinfa DAR Industrial Co.
By:
Name:
Job
title:
Chengdu
Derentang Pharmacy Company Medicine Branch
By:
Name:
Job
title:
Signed
by
Yinfa and Derentang on 18 April, 2007
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