Frozen Duck Meat Sales Contract
Exhibit
10.8
NO.
______________
The Seller: Weifang Jinzheng
Poultry Co., Ltd (hereinafter referred to as “Party A”)
The
Buyer: (hereinafter
referred to as “Party B”)
Signing Place:
Signing Date:
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Article 1
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Subject
of Contract and Specification, Quantity and Price of
Variety
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Subject of
Contract
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Specification of
Variety（kilogram）
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Quantity
(KG)
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Unit Price
Including
Tax(yuan/KG)
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Total
Price
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Remark
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Total
price of RMB (in capital):
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P.S.:
The price and quantity stated herein are the relevant figures for this
order only; the price of each future order is dependant on the market and
the parties’ mutual confirmation in the order form regarding the price,
quantity and term of performance etc. Whatever the circumstance are
relating to the market changes, the price and quantity confirmed by the
parties shall remainstable. The rights and obligations of the parties
which are not promissory shall be in accordance with the terms, conditions
and provisions hereof.
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Article 2
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Standard
of Quality
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The meat
product is fresh and has no indicationof air drying, oxidation
and water injection; the surface has no apparent hair
roots, hair piles, skin breaks, red spot, blood congestion, bloody neck; the
cockscomb has no bloodiness, the body of duck is clear, the stomach shall not
have skin breaks, the skin breaks of the back shall be no more than one piece
with the area smaller than four (4) cm2, the
number of small breaks is less than three (3) and the length of each is less
than three (3) cm2; the
color of scarfskin is normal, the blood congestion is less than two (2) blocks
with area no less than four (4) cm2, the
duck is eviscerated and cut open under the oxter, the length of cut is less than
seven (7) cm, the anus circle of Baitiao duck shall be eliminated, the anus is
cut open vertically and the length of cut is about two point five (2.5) cm,
there is no apparent short hair and impurity, the rate of water loss after
thawing is equal or less than three percent (3%), the fresh naked duck has no
weight loss. If the duck does not reach the ordered standard of quality, there
will be a discount in accordance with the utilization rate of
detection.
IX、X-0-0
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Xxxxxxx
0
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Xxxxxxxxxx,
Xxxxx, Methods and Burden of Expenses of Inspection and
Quarantine
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The
inspection and quarantine shall be done by the department authorized by the
National Health Department and legal executive department of quarantine , the
expenses thereof will be paid by Party A.
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Article
4
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Place
of Delivery and Methods of
Performance
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Party B
takes full responsibility for transporting the goods in a keep-warm truck to the
appointed storehouse of Anhui Xuerun Food Limited Company.
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Article
5
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Time
of Delivery and the Quantity
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Party A
takes full responsibility for ensuring goods are delivered before_______________
(time).
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Article
6
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Methods
of Delivery and Burden of Expense
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The
expense of delivery by keep-warm truck is to be paid by Party B.
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Article
7
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The
Burden of Risk
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The legal
burden relating to the risk of damage and loss occurring before the delivery of
goods has taken place is borne in its entirety by Party A; however the risk of
goods during delivery, which is picked by Party B itself, shall be taken by
Party B.
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Article
8
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Packing
Standard, Supply and Return of Packing Products, Burden and Calculation of
Expense
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The
product is packed in weaving bags or cartons and sealed in dietary thin bags
which have four filaments on each side. The prints on the packing bags are: name
of products, production factory, specification, telephone, address, calculation
units, date of production, shelf life，storage
condition，zip
code. Party A shall bear the packing expenses. The weight and quantity of
packing products shall be deducted from that of the goods.
IX、O-3-3
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Article
9
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Methods
and Terms of Payment
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Party B
shall make the payment in the form of a bank remittance within sixty (60) days
following the acceptance of the goods and the VAT invoice inits full
value.
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Article
10
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Default
Liability
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1. In the
event that the quality of the product is not in compliance with this contract,
order or appendix, Party B is entitled to terminate the contract,
order and appendix, reject the goods or negotiate with Party A separately, and
recalculate the price in accordance with discounted unit prices if Party B
agrees to accept.
2. In the
event that the quality of the product is not in accordance with this contract,
order or the appendix, Party B is entitled to require Party A to replace the
qualified goods and Party A shall replace the product promptly and pay one
thousand (1000) yuan per day for the losses of Party B during the replacement
period.
3. In the
event that Party B has any economic loss due to Party A’s substandard products,
Party A shall pay a penalty equal to twenty percent (20%) of total price of the
corresponding order, or Party B is entitled to require Party A to compensate the
total economic loss (including direct and indirect loss), dependant on the free
selection by Party B.
4. In the
event that Party A delays to perform the obligation of delivery, only performs
their obligations partially or refuses to perform their obligations Party A
shall pay to Party B a penalty equal to twenty percent (20%) of the unpaid
payment of goods. Party B is entitled to request specific performance from Party
A requiring that Party A continues to perform their obligations.
5. Party
B shall pay Party A a penalty equal to eight percent (8%) of the payment of
goods which are sent back due to Party B halfway through delivery. In the event
that Party B breaches the contract by refusing to accept the goods, Party B
shall bear the correspongidng loss and fees from transport
department.
6. Both
of the parties agree to prohibit commercial bribary and other illegal commercial
behaviors, for instance Party A are found to bribe the seller’s employee with a
form of commercial bribe, and all the other circumstances which is beneficial to
the company’s employees and their relatives are deemed to be commercial bribe.
In addition, accepting persons who are fired by or resigned from Party B is also
prohibited hereof. In the event that the above conditions occur, Party B has the
right to terminate the sales and purchase contract, appendix and order etc. and
Party A agrees to pay for a penalty no less than 70 thousand (70,000) yuan to
Party B. Party B shall submit the cases involving criminal crimes to the
judicial department to legally investigate and pursue criminal liability of the
relevant person. Party B is entitled to stop paying all payments
before the commercial bribe has a final resolution.
IX、O-3-4
7. In the
event that Party B gives an overdue payment, it shall pay an overdue payment
penalty to Party A in accordance with the provisions of overdue payments of
People’s Bank of China.
8. Where
Party A demonstrates other inappropriate behavior during the performance of its
obligations under this contract, appendix or order, Party B may terminate this
contract, appendix and order.
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Article
11
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Force
Majeure
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1)
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A
“Force Majeure Event” means any event which is out of the control of each
party and that would be unavoidable or insurmountable even if the party
affected by such event paid reasonable attention to it. Force Majeure
Events shall include, but not be limited to, government actions, natural
disasters, fire, explosion, typhoons, floods, earthquakes, tide, lightning
or war. However any lack of credit, assets or financing shall not be
deemed a Force Majeure Event.
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2)
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Either
party hereto shall inform the other party of the reasons for failing to
perform their obligations, completely or partially, due to Force Majeure
Event. It is permissable to prolong, defer of abandon the performance of
the obligations, in part or in full, upon the certification of the Force
Majeure Event from the competent authority; default liability
can be waived, completely or partially, in accordance with the
circumstances.
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3)
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Article
12) Dispute Solutions
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The
parties shall strive to settle any dispute arising through mutual and friendly
negotiation. In the event that no settlement can be reached through mutual
negotiation, the parties hereby agree to refer to the People’s Court in Party
B’s location for settlement.
Article
13) Miscellaneous
1. Party
A is responsible for providing the originals of three certificates
(certification of quarantine, certification of disinfection and
Fangwuzheng)
2. Party
A is responsible for providing the VAT invoice of the total payment at which the
the tax rate is thirteen percent (13%).
3. The
intention or notice made by Party B to Party A may be in written form, oral form
or other forms. The written form includes letters, datagram (telegraph, telex,
fax, electronic data exchange and e-mail ) and other forms which may tangibly
and clearly express the intention or notice.
4. The
address hereunder is the delivery address of relevant documents.
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4)
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Article
14) This contract is in two (2) originals, one (1) for Party A and one (1)
for Party B, and will come into effect upon signature or stamp by legal
representatives or entrusted agents of the
parties.
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Party A (stamp): Weifang
Jinzheng Poultry Ltd Co.
Address:
the industry district of Daokou, town of Yingli, city of Shouguang
Legal
Representative:
Entrusted
Agent：
Account
Bank：
Account
Number: 20100007968
Tax
number: 000000000000000
Telephone:
0000-0000000
Fax:
0000-0000000
Party B
(stamp):
Address:
Legal
Representative:
Entrusted
Agent：
Account
Bank：
Account
Number:
Tax
number:
Telephone:
Fax:
