Purchase Contract
(English
Translation)
Exhibit
10.12
Purchase
Contract
Contract
Number: CF-JKY-007
Buyer:
Beijing
PKU Chinafront Technology CO., LTD. (“Party A”)
Seller:
Beijing
Qiankunjianye Science and Technology Development Co., Ltd. (“Party B”)
According
to Contract
Law of the People’s Republic of China
and the
relevant provisions, upon consultation, Party A and Party B enter into this
Contract as follow based on the principle of amicable cooperation.
1.
Definitions
1.1
Products or goods mean the purchased goods as set forth in the annex (totally
two
copies)
hereof.
1.2
Delivery:
a.
In the
event the products or goods will be sent by Party B to the place named by Party
A or will be taken by Party A itself, a delivery is deemed made if Party A
or
the consignee named by it signs for the products or goods.
b.
In the
event Party B is bound to arrange for carriage of the products or goods on
behalf of Party A, a delivery is deemed made when Party B hands the equipments
over to the first carrier.
c.
If
otherwise stipulated by the Parties, such stipulations shall
prevail.
1.3
Delivery date means the date on which Party B delivers the products or goods
to
any of the following three parties:
a.
Party
A;
b.
the
consignee named by Party A;
c.
the
first carrier.
1.4
Time
limit of payment means the deadline on or before which Party A shall pay the
purchase price in the bank account of Party B.
2.
Structure of the Contract
2.1
Other
than the terms and conditions of the Contract, detailed specification of the
products, transaction details as well as other terms and conditions relating
to
the transaction which the Parties think necessary to ascertain and accept shall
be separately set forth in the annexes which constitute integral parts of the
Contract.
2.2
In
the event of any conflict between the terms and conditions of the documents
involve in the Contract and those of the annexes, the terms and conditions
of
the annexes shall prevail.
3.
Total Price of the Contract (See Annex 1 for details of the
products.)
Total
amount of the subject matter of the Contract is RMB 558,000.
4.
Place, Date and Method of Delivery
4.1
Place
of delivery: The place named by Party A (Scientific Research Institute of
Ministry of Communications)
4.2
Delivery date: Within five days after Party A pays the down payment
5.
Time
limit of Payment
Within
seven working days after the conclusion of the Contract, Party A shall pay
Party
B 5% of the total contract price (RMB 27,900) by cheque as the down payment.
Within one month after the arrival of the goods at the place named by Party
A
and passing the acceptance check conducted by Party A, Party B shall provide
Party A with legal special value-added tax invoices for the total contract
price, and Party A shall pay Party B 90% of the total contract price (RMB
502,200) by cheque. The remaining 5% of the total contract price (RMB 27,900)
shall be paid by the buyer to the seller within three months after the
acceptance check of the goods
6.
Arrival, Installation and Acceptance Check of Products and Raising of
Objection
6.1
Quantity and packing of the products delivered by Party B shall conform to
the
provisions of the manufacturers and the annexes hereof.
6.2
Party
B shall notify Party A after the arrival of the products. Party A shall conduct
the acceptance check according to the product quality requirements and technical
standards of original manufacturers as well as the specifications, model numbers
and quantity of the products as provided for in the relevant annexes of the
Contract. If any product is found unqualified during the acceptance check,
Party
A shall immediately raise a written objection to Party B. If Party B does not
receive the objection within five working days after the delivery of the
products, the products shall be deemed have passed the acceptance
check.
6.3
Party
B shall be responsible for initial installation, debugging and repair of the
products.
7.
Quality Guarantee and After Service
7.1
Party
B warrants that the products ordered under the Contract are acquired through
legal channels and are products of original manufacturers recognized by original
manufacturers;
7.2
Party
B warrants that the products have intact packing, quantity and model numbers
of
the products conforming to the stipulations of the Contract and the products
have no apparent damages after unpacked.
7.3
The
serial numbers of the products provided by Party B must be consistent with
the
end user (Scientific Research Institute of Ministry of
Communications).
7.4
Party
B warrants that the products provided by it to Party A under the Contract and
the annexes thereof are brand-new products of original manufacturers, and the
quality of such products entirely conforms to the product quality standards
of
original manufacturers.
7.5
Party
B shall replace defective products by the products conforming to the
specifications, quality and performance as provided for herein.
7.6
Free
guarantee period of the products: Party B provide the guarantee service under
the after service of original manufacturers for the products hereunder. The
guarantee period shall be subject to the guarantee of original manufacturers.
Free guarantee will commence from the date Party A receives the goods and shall
not be less than one year. Party B will provide Party A with service for value
beyond the guarantee period. The service fee shall be subject to the standards
as agreed upon between the Parties or the standards of the
manufacturers.
8.
Title and Custody Risk of the Products
8.1
The
title to the products as listed in the annexes hereof belongs to Party B
wherever they are located before Party A pays off the total price. Party B
shall
be entitled to withdraw the products already delivered to Party A in any way
if
the Contract can not be performed.
8.2
The
custody risk of the products as listed in the annexes of the Contract shall
be
borne by Party B from the taking effect of the Contract till Party B delivers
the products to Party A. The custody risk of the products will automatically
pass to Party A after Party B delivers the products to the place as stipulated
herein, and Party B will no longer bear any liability of custody.
8.3
Packing of the equipments shall be standard packing of original manufacturers.
9.
Liability for Breach of Contract and Compensation
9.1
Breach of Contract by Party A
a.
If
Party A fails to make the payment as required by the Contract, it shall pay
Party B the liquidated damages at 5‰
of
the
delayed amount for each delayed day. In addition, Party A shall bear the
economic loss incurred by Party B arising from this. Total amount of the
liquidated damages shall not exceed 20% of the contract price.
The
liquidated damages, damages and other economic loss payable under the Contract
shall be paid to the other Party within fifteen days after the liability is
ascertained, otherwise, it will be deemed as a delay in payment.
b.
If the
failure by Party A to make the payment as required by the Contract causes the
delay in the delivery by Party B, Party B shall not bear any liability for
breach of contract.
9.2
Breach of Contract by Party B
a.
If
Party B fails to deliver the goods as required by the Contract, it shall pay
Party A the liquidated damages at 5‰
of
the
total contract amount for each delayed day. In addition, Party B shall bear
the
economic loss incurred by Party A arising from this. Total amount of the
liquidated damages shall not exceed 20% of the contract price.
b.
If the
products provided by Party B are not brand-new original products of the
manufacturers, Party B shall immediately replace its products till the products
pass the acceptance check conducted by Party A, otherwise, Party A has the
right
not to make the payment. In addition, if such reasons as the replacement of
products cause the delay by Party B in the delivery, Party B shall bear
liability according to the above Article (9.2a).
c.
If
Party B can not provide the goods conforming to the requirements of the Contract
within stipulated time and so breaches the Contract, in addition to the xxxxxxx
money rule, Party A may require Party B to bear the economic loss arising
therefrom.
The
liquidated damages, damages and other economic loss payable under the Contract
shall be paid to the other Party within fifteen days after the liability is
ascertained, otherwise, it will be deemed as a delay in payment.
10.
Force Majeure
10.1
In
the event any Party hereto can not perform the Contract on schedule due to
such
force majeure events as war, fire, flood, typhoon, earthquake, and political
factors, the time for performing the Contract shall be extended, and the
liability for breach of contract may be wholly or partly exonerated as
appropriate.
10.2
The
Party prevented by force majeure shall notify the other Party of the occurrence
of the force majeure event in writing within possible shortest time, and send
the certificate produced by the relevant organ or other materials recognized
by
the public to the other Party as certification within fifteen days
thereafter.
10.3
If
the influence of the force majeure factor lasts for more than sixty days, the
Parties shall amicably consult with each other about the means for the
continuing performance of the Contract was soon as possible.
10.4
In
the event of any circumstance beyond the control of Party A and Party B,
including but not limited to the delay in or rejection of issuing necessary
import permit by any governmental depart, the Parties shall understand the
nonperformance of obligations within the delayed period and wholly or partly
exonerate the liability for breach of contract as appropriate.
11.
Dispute Settlement
11.1
Any
question relating to the Contract shall be settled through consultation between
the Parties based on the principles of mutual trust and honesty. The Parties
agree all disputes arising from the Contract shall be submitted before the
People’s Court of the domicile of the plaintiff for settlement through
litigation.
12.
Modification of the Terms of Contract
12.1
Upon
execution of the Contract, any modification of it may take effect only after
signed by Party A and Party B. Any modification of terms unilaterally made
by
any Party in any way will be invalid.
13.
Termination of the Contract
13.1
The
Contract will be naturally terminated after all the obligation of the Parties
as
provided for in the Contract and the relevant annexes thereof are completely
performed.
13.2
Any
term of the Contract and the relevant annexes thereof will inure to respective
successors and assigns of the Parties before the termination of its legal
effect.
14.
Effect of the Contract
14.1
The
Parties agree that the contents of the Contract and the annexes thereof are
the
entire contents finally determined in the cooperation between them. The
representatives of Party A and Party B have respectively obtained the approval
from their respective organizations and finally executed the Contract on behalf
of their respective organizations at the place where Party B is located. This
Contract may take effect only after stamped by the special contract seals or
official seals of the Parties. This Contract will immediately take effect as
of
the date on which the Parties sign and affix special contract seals /official
seals to the Contract, and will be automatically terminated as of the date
on
which the Parties completely perform all their respective
obligations.
14.2
The
annexes hereof are integral parts of the Contract. This Contract is made in
duplicate with equal legal effect, and each Party holds one. The Parties agree
that the faxes of various documents relating to this Contract and stamped with
the contract seal or official seal by Party A or Party B are valid.
14.3
The
faxes of the Contract as signed and stamped by the Parties have equal legal
effect with the Contract.
15.
Execution of the Contract
15.1
The
Parties acknowledge they have reviewed and understood all the contents of the
Contract and the relevant annexes thereof, and agree the Contract and the
relevant annexes thereof will supersede any oral or written undertakings
previously made by and between the Parties concerning the cooperation.
15.2
The
Parties acknowledge and confirm that the faxes of the Contract and the relevant
annexes thereof or various documents relating to this Contract, if only having
the personal signature of the representative of Party A or Party B but not
stamped with the contract seal or official seal by Party A or Party B, the
Parties will not acknowledge their binding force and legal effect upon the
Parties, and all losses and consequences arising therefrom shall be solely
borne
by the relevant Party and the Party has no right to make claims against the
other Party.
15.3
This
Contract shall be stamped with the contract seals or official seals of Parties
to indicate that the Parties agree to all terms of the Contract and the relevant
annexes thereof.
Party
A: Beijing PKU Chinafront Technology CO., LTD.
Representative:
Zhang Zongping
Telephone:
00-000-00000000
Date:
September 7, 2006
Party
B: Beijing Qiankunjianye Science and Technology Development Co.,
Ltd.
Representative:
Xxxx Xxxxxxx
Telephone:
Date:
September 7, 2006
Annex
1
Summary
of the Quotations of IBM Products
Sequence
Number
|
Name
|
|
Unit
(USD)
|
|
Quantity
|
|
Converted
Price (RMB)
|
|
Remarks
|
|||||||
1
|
IBM
P55A Server1
|
184,532
|
1
|
166,079
|
See
Annex 2 for concrete configuration
|
|||||||||||
2
|
IBM
P55A Server2
|
184,163
|
1
|
165,747
|
||||||||||||
3
|
Liquid
Crystal Bundle
|
29,100
|
1
|
29,100
|
||||||||||||
4
|
Cabinet
|
9,954
|
1
|
10,949
|
||||||||||||
5
|
Fiber
Disk array
|
188520
|
1
|
188520
|
||||||||||||
Total
|
560,395
|
|||||||||||||||
Final
contract price (value-added tax included)
|
558,000.00
|
Party
A:
Beijing PKU Chinafront Technology CO., LTD.
Party
B:
Beijing Qiankunjianye Science and Technology Development Co., Ltd.