English Translation) SALES AGENT COOPERATION AGREEMENT
Exhibit
10.18
(English
Translation)
PARTY
A:
PARTY
B:
Based
on the principle of mutual benefits, good-faith cooperation and mutual
development, both parties concluded the agreement under which Party B agreed
to
act as a direct sales agent of Party A in 2007 as follows:
1.
Product Name and Quantity
Party
A promises to supply Party B the following products& quantity between ______
and __________ 2007:
Acid
pickled steel___________, HDG series: _______, PPGI series: ______. Party B
shall purchase the products from Party A in an roughly equal number each month.
The purchase volume shall be adjusted if Party A makes supply adjustment due
to
an equipment failure.
2.
Guaranty Deposit
Party
B shall pay 300,000RMB to
Party A within 5 business days as a guaranty deposit after the agreement takes
effective. The payment of deposit locks in the quantity of Party A’s products
that Party B shall be able to receive but not the price, and shall not be used
to offset all or part of the purchase price. The supply price shall be provided
by Party A. Party B has the right of first refusal with respect to the renewal
of the agreement upon the expiration of this agreement. Guaranty deposit and
its
generated interests (calculated based on the interest rate of bank demand
deposit) shall be credited back to Party B if both parties decide not to extend
the agreement upon its termination.
3.
Cooperation Procedure and Operation Manner
(1)
For the monthly order, Party B shall submit a written purchase order indicating
the name, specification, and quantity to Party A no later than the
15th
of the month which
immediately precedes the month that Party B’s monthly purchase order is
applicable. The delivery of the order shall be completed no later than the
30th
of each month.
(2)Party
B shall pay the down payment within 3 business day after Party A accepts Party
B’s order. The balance shall be paid off upon the delivery. The amount of down
payment shall equal to the amount of 1,000 RMB per metric ton multiplied by
monthly ordered volumes.
(3)Party
A shall announce the supply price between the 25th
and the 30th
of the month which immediately precedes the month that the monthly purchase
order is applicable. The supply price shall be close to the market price. Party
A shall enter into a sales agreement with Party B each month. The name and
specification of the products shall not be changed once the monthly sales
agreement takes into force. If necessary, the date of delivery may be
re-scheduled based on the mutual agreement of both parties.
(4)Party
B shall submit purchase order to Party A monthly. Party B has the obligation
to
purchase from Party A at least 90% of agreed volume of the products each month.
Party B will be liable for the breach of agreement if Party B fails to fulfill
the agreement including the failure to reach a monthly sales agreement, to
make
the payment, and meet the targeted purchase volume.
In
the event that Party B breaches the agreement, ______________. Party
B’s
qualification as direct sales (agent) may be automatically revoked if Party
B
defaults for three times. Party
B shall be deemed to meet the purchase target if Party A fails to provide agreed
quantities. Party B shall accordingly obtain the monthly sales commission based
on the actual purchase volumes.
(5)
Party B shall make the order within the scope of the production capacity of
Party A. The special order of products with customized specification from Party
B will be conditioned upon the approval of Party A. Party B shall agree to
purchase the exceeding volumes of products with customized specification
produced by Party A.
(6)Party
B shall be responsible for the payment once Party B signs the contract. The
payment method shall be T/T or bank’s draft.
4.
Preferential policies
(1)The
direct sales agent shall be entitled to receive a 000 XXX per metric ton
discount on the supply price provided by Party A.
(2)
The direct sales agent shall be entitled to sales commissions provided by Party
A. For acid pickled products, Party B shall be entitled to receive the sales
commission in an amount of 20RMB per metric tons with a monthly order for less
than 1,000 metric tons and 30RMB per metric tons with a monthly order for more
than 1,000 metric tons. For HDG products, Party B shall be entitled to receive
the sales commission in an amount of 30RMB per metric tons and 50RMB per metric
with a monthly order for less than 500 metric tons and in excess of 500 metric
tons respectively. For PPGI products, Party B shall be entitled to receive
the
sales commission in an amount of 40RMB per metric tons and 80RMB per metric
with
a monthly order for less than 300 metric tons and in excess of 300 metric tons,
respectively.
(3)The
amounts of sales commission shall be settled and paid quarterly; the sales
commission of one quarter can be used to offset the purchase payment of the
next
quarter.
(4)Supply
price shall not be adjusted if the market price increases. Party A shall adjust
the supply price and credit Party B for the discrepancy if the supply price
is
higher than the market price. The credits shall be offset against the supply
price for the next month order.
2
(5)Party
A shall give Party B the priority to receive required raw materials from Party
A.
5.
After-sales service and others
(1)
Party A shall respond within 7 days after receiving a quality complaint from
Party B.
(2)The
executed location shall be Changshu city, Jiangsu Province, PRC. Any dispute
arising out of this agreement shall be negotiated first between both parties,
and if no agreement can be reached, either party may bring relevant lawsuit
to a
court within the jurisdiction of which Party A resides.
(3)
There are two original copies of this agreement and each party shall hold one
original. The agreement takes into effect once it is signed by both parties
and
attached with the corporate seal of each party. The term of this agreement
is
from _________to __________. .
PARTY
A:
Authorized
Representative:
Date:
PARTY
B:
Authorized
Representative:
Date:
3
Schedule
A: Summary of Sales Agent Cooperation Agreements
|
Party
A
|
Party
B
|
Name
and Quantity (metric ton) of Purchased Products
|
Remedies
for Default
|
Term
of the Agreement
|
|
Chiangshu
Huaye Steel Strip Co. Ltd
|
Jiangsu
Sun Rain Solar Energy Co. Ltd.
|
HDG:
8,000; PPGI: 2,500
|
Party
A may refuse to pay the monthly sales commission.
|
01/01/2007-12/31/2007
|
|
Jiangsu
Cold-rolled Technology Co., Ltd
|
Wuhan
Yicheng Metallurgical Material Development Co., Ltd
|
Acid:
10,000
|
Party
A may refuse to pay the monthly sales commission.
|
02/27/2007-12/31/2007
|
|
Changshu
Huaye Steel Strip Co., Ltd
|
Changshu
Tianlai Import and Export Co., Ltd.
|
PPGI:
3,000
|
Party
A may:
· confiscate
30% of the guaranty deposit if Party B defaults for the first time;
· confiscate
another 30% for the second time default;
· confiscate
the rest 40% upon the third time default.
|
03/01/2007-12/31/2007
|
|
Changshu
Huaye Steel Strip Co., Ltd
|
Suzhou
Yihui PPGI Co., Ltd
|
HDG:
6,000
|
Party
A may:
· confiscate
30% of the guaranty deposit if Party B defaults for the first time;
· confiscate
another 30% for the second time default;
confiscate
the rest 40% upon the third time default.
|
03/09/2007-12/31/2007
|
|
Changshu
Huaye Steel Strip Co., Ltd
|
Wuxi
Yijingda Stainless Steel Co., Ltd
|
PPGI:
300
|
Party
A may:
· confiscate
30% of the guaranty deposit if Party B defaults for the first time;
· confiscate
another 30% for the second time default;
confiscate
the rest 40% upon the third time default.
|
03/01/2007-03/01/2008
|
|
Changshu
Huaye Steel Strip Co., Ltd
|
Wuxi
Guoxing Stainless Steel Co., Ltd
|
PPGI:
3,000
|
Party
A may:
· confiscate
30% of the guaranty deposit if Party B defaults for the first time;
· confiscate
another 30% for the second time default;
confiscate
the rest 40% upon the third time default.
|
03/01/2007-12/31/2008
|
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