SUGUO SUPERMARKET CO., LTD.
Main Purchase Agreement
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Supplier: Songyuan City ErMaPao Green Rice Ltd.
(Hereafter refers to as "Party A")
SUGUO SUPERMARKET CO., LTD.
(Hereafter refers to as "Party B" or "SUGUO SUPERMARKET")
Both of Party A and B should abide by the principle of voluntary, fair and the
equivalence paid. According to "PRC General Principles of Civil Law", "PRC
Contract Law", "PRC Product Quality Law" and other provisions of such law and
regulations, through friendly consultations, Party A and B reached the following
agreement on supply of goods from Party A to Party B which can be complied by
both sides.
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Party A enterprise _X_ Manufacturers ___ Wholesalers ___ Agents
category ___ Traders (Import and export)
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Party A the nature of an ___ State-Operating ___ Collective ___ Foreign Investment
enterprise _X_ Private
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Party A business coverage ___ Headquarter Coverage:______________________________
___ Branch Coverage:______________________________
___ Agents Coverage:______________________________
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Party A business
category
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Party A registered ____0,000 Yuan Sales revenues for ____0,000 Yuan
capital last year
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Article 1 - New Entry Goods
1.1 Party B will introduce Party A's goods positively in accordance with its
own needs.
1.2 Party A should provide to Party B all the documents which are relative to
Party A and its goods. The specific requirements are executed in accordance
with the quality requirement in the Annex 2 of this agreement.
1.3 New entry goods
(1) When Party A's new commodities want to be sold in Party B's retailers, they
should comply with Party B's procedures regulations for the introduction of
new goods; apply to Party B's Commodity Management headquarters; fill out
the relevant information with Party A's sealing and agree after Party B's
audit.
(2) If Party A were a producer, it should at least successfully introduce 3 new
products for sale in Party B before June 30, 2007 and no less than 6 new
products in the entire year. If Party A were not a producer, it should at
least successfully introduce 6 new products for sale in Party B before June
30, 2007and no less than 12 new products in the entire year. If Party A's
successful introduction of new products' numbers in a specific time did not
achieve the numbers as above, Party B could eliminate any products which
have already been sold by Party B in accordance with the number of
unfinished. When finished out all of varieties, Party A will be seemed as
automatic clearance and the specific rehabilitation work will be processed
in accordance with the Article 9, Weeding out and clearance, in this
agreement.
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(3) Party B allows the displays of Party A's new goods for market test at some
fixed-point stores for three months. The fees for the display of new goods
will be paid by Party A or Party B can deduct the various fees such as new
goods displayed fees from Party B to Party A's account payable. The details
will be signed in the further agreement by both sides.
(4) Party B has the right to decide whether to stop the marketing of the new
goods during or after the market test. If the new goods were determined by
Party B to stop sales and due to the high upfront investment has been made
by Party B for the market test, the various fees including new goods
displayed fees which Party A has already paid would not be refunded. If
Party B had stocks of Party A's eliminated new goods, it would be wed out
and cleaned in accordance with the Article 8 and 9 in this agreement.
Article 2 - Goods Quality
2.1 Party A promises to provide the best quality of goods to Party B and the
deliveries of goods have the same quality as well as the samples which have
been shown to Party B.
2.2 The quality of goods from Party A should be strictly complied with Annex 2
of this agreement.
Article 3 - Price
3.1 Price agreement
(1) The Party B's purchase prices which Party A promised are the lowest one
within the prices which Party A gave to any other venders. The purchase
price is the confirmed goods price (taxed price per unit) which was
recorded on the value-added tax invoices from Part A. The price can be seen
in Annex.
(2) If the purchase price which Party A offered to the third party were lower
than the price to Party B or if there were any third party's retail sales
price lower than Party B's purchase price, these would all be seen as Party
A's violation to the agreement and Party A's default. Party A should
accumulate the total amounts of stocks since Party A started to deliver to
Party B as a base; multiply the price difference between Party B's purchase
price and above and pay the product's double for Party B's economic losses.
The amount paid is at least RMB 2,000 Yuan. Party B also has the right to
decide by itself whether to reduce sales price.
(3) The settled prices which Party A determined to sell in the Hualian
Hypermarket are the purchase price which was claimed above 3.1 (1) and (2).
For each variation of price, Party A should attach the confirmed price list
as an Annex in this agreement.
3.2 Price variation
(1) The purchase price which agreed by both sides should maintain stably and
without the permission from Party B, Party A can not change prices by
itself.
(2) If Party A wanted to change the price, it should have advance written
notice to Party B. The new purchase price would be accepted after Party B's
written confirmation. The new price should enter into force no later than
two months after Party B accepted the change of the price and the effective
date will be based on written conformation by both sides.
(3) Before the change of the price enter into force, Party A shall not limit
Party B's orders by the original purchase price. If Party A had supply
shortage, the shortage should be full complemented within 3 working days
after the order notification was received; it should also pay RMB
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5,000-10,000 Yuan to compensate Party B's economic losses. Otherwise,
starting from the fourth day, Party B has the right to receive RMB 500 Yuan
daily for compensation from Party A in order to compensate its economic
losses until Party A fulfilled the shortages by the original purchase
price.
3.3 According to it own situation, Party B has the right to confirm the retail
price of goods which was supplied by Party A.
3.4 Price compensation. Once the current purchase price which Party A provided
to Party B is lower than the original one, Party A must fully compensate
the difference between current purchase price and original one for the
goods which Party B did not sell before the change of the price. The amount
is based on the Party B's inventory.
3.5 Without the written agreement from Party B, Party A can not provide any
type of price tag on goods packing. Otherwise, Party B has the right to ask
for change or return the goods and has the right to do weeding processing
depend on the situation, the caused losses will be absorbed by Party A.
Article 4 - Supply
4.1 Supply destination: Party A should deliver goods to each Party B's designed
supermarket stores (including hypermarkets), subsidiaries (branches), or
distribution centers.
4.2 The supply from Party A to Party B (including distribution or direct
delivery) should be strictly complied with the agreement in Annex 3, Supply
Requirements, of this agreement.
4.3 Supply responsibility
(1) Without the written approval from commodity management headquarters of
Party B (All approvals before January 1, 2006 has been cancelled), Party A
are not allowed to supply any goods to any of Party B's stores (including
directly-managed and franchised stores). When Party A violated this
commitment, it should pay loss compensation to Party B for RMB 100,000 Yuan
each time. If Party B required, Party A should clear from Party B without
any condition in accordance with Article 9 about the clearance processing
agreement in this agreement.
(2) Restrictions on imported goods: When Party A provided imported goods to
Party B, it should deliver to the designated locations on time in
accordance with the agreement between both sides. When the goods was
delayed, Party A should pay the compensation for RMB 10,000 - 50,000 Yuan
and Party B has the right to decide whether to accept.
(3) The invoices from Party A must conform to the facts. If the things such as
did not consistent with the actual number of delivery and the agreed price
happened, Party A should pay Party B the compensation for RMB 100,000 Yuan.
If Party B required, Party A should clean from Party B in accordance with
the Article 9 of this agreement on the clearance processing agreement
(4) If Party A expected to be a shortage of goods or out of it, it should
inform the commodity management headquarter of Party B in 7 days early.
Unless Party A and B achieve an agreement for the shortage matters,
otherwise, Party A should cover all of Party B's losses.
Article 5 - Payment
5.1 Party B will pay the purchase price of goods to Party A in accordance with
this agreement.
5.2 Payment conditions
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(1) For the goods which have already been delivered to the Party B's designated
locations on the specific time in accordance with the agreement, unless the
quality of goods are defects or Party B returns the goods, and after Party
B have already received the invoices which comply with the agreement, it
should settle and pay to Party B within _30_ days after received the goods
(no more than 60 days).
(2) Party A should submit the invoices to the Party B's designated location on
the specific time which can cooperate with Party B to check account and
settle with Party B on the agreed date.
(3) Special goods payments are agreed by both sides separately.
5.3 Both sides agree that ____/____ (Month/Day) is the settlement date
(postponed if met holiday). On that day, Party A should assigned agents to
Party B's designated locations to settle money. If there were no notice for
the agents, the person which Party A authorized signatory of this agreement
or the person who represented for Party A to settle last month is Party A's
absolute agent. Party B can be reasonably confident that he has
comprehensive special authorization from Party A and has the right to
represent Party A to settle, sign documents, collect money and etc.
5.4 Party B's payment can be delayed due to the special reasons. It won't be
seen as a default and it needs to be consulted friendly by both sides.
5.5 Special terms. If the judiciary (people's court) or other administrations
of the law enforcement agencies require Party B's assistance to shut down,
freeze, and transfer Party A's payments or assist in the implementation of
the other Party A's property, Party B will assist in the implementation of
its legal obligations. Party A shall not raise objections to this claim and
asks for compensation; Party B has no responsibility for any results. The
damages which resulted from the assistance in the implementation of
obligations, Party A should bear full responsibility for compensating all
of Party B's losses.
Article 6 - Fee
6.1 Party A should pay the following fees in accordance with this agreement by
Party B's pre- deduction from Party B to Party A's account payable.
(1) The fees for display in new open stores.
___ Due to the needs to display its goods in Party B's new opened store, Party
A should pay the one-time fee for RMB 6,000 Yuan for display in the new
open store.
___ Each time when Party B open a new store (including direct-managerial store,
franchise, hypermarket), and due to the needs to display its goods in the
new open store, Party A should pay the new opened store display fees to
Party B as the following.
Quantity of Party A's Supermarket Hypermarket
goods in Party B : (less than 4,000m(2)) (more than 4,000m2)
< 5 items XXX 000 Xxxx 000-000 Xxxx/xxx item
=
6-15 items XXX 000 Yuan 5,000 Yuan
16-30 items RMB 300 Yuan 8,000 Yuan
> 30 items RMB 400 Yuan 10,000 Yuan
=
(2) Party A agrees that every time when Party B makes a payment, it can deduct
3.5% of total amount on the taxed invoice from account payable or fixed
amount for RMB _______ Yuan. This money will become the managerial fee
which Party A commissions Party B to have special management for that
goods.
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(3) As Party B's sales of Party A's goods are more than 1 million Yuan per
year, Party A should pay 1.5 % of the year's total amount of the actual
taxed receipts as goal deduction rate to Party B. As Party B's sales of
Party A's goods are less than 1 million Yuan per year, Party A should pay 3
% of the year's total amount of the actual taxed receipts as goal deduction
rate to Party B. (If the early termination of this agreement and the
clearance happened, Party A should pay 3 % of the year's total amount of
the actual taxed receipts as goal deduction rate to Party B and complete
that payment before the clearance.)
(4) Sales incentives: As Party B's sales of Party A's goods grew ____ % over
the previous year, Party A should pay ____ % of the year's total amount of
the actual taxed receipts as sales incentives to Party B. This fee will be
deducted from Party B to Party A's account payable. (The previous sales
will be based on RMB ______ Yuan which was confirmed by both Party A and
B.)
(5) If the factors caused the early termination of this agreement came from
Party A, no matter a full year or not and as long as Party B's sales
achieved the above amount, Party A should pay to comply with the conditions
of special management fees, goal deduction rate and sales incentives.
(6) Shopping Bag commission processing
When Party A commissioned Party B to produce the shopping bags for the
sales of Party A's goods, size and shape are designed by Party B; Party
B's name can be printed on the shopping bags; Party A also commissioned
Party B to give the shopping bags to consumers when selling Party A's
goods. By consulting between both sides, the fees for commission to
produce shopping bags are _____ % of the total payment amount on the taxed
receipts which Party B should pay to Party A. If Party A had any special
requirements for the shopping bags, it should be consulted by both sides.
6.2 If the fees which Party A paid to Party B did not consult in this agreement
will have further agreement and both of Party A and B should strictly
comply.
Article 7 - Promotions
The promotional and other fees under this article should be paid by Party A and
Party B can pre-deduct from Party B to Party A's account payable.
7.1 Party A paid the promotional fees for the needs to sell goods. Party A
hopes that Party B organizes and promises that it will participate in
various promotional events hold by Party B's organization and paid the
promotional fees.
(1) The chain of stores' promotional activities in Shanghai region:
A. Holiday promotions: Party A should participate in the large promotional
activities which are hold by Party B's organization no less than two times
during holidays in a whole year. Party A should pay the promotional fees
and the specific amount would be agreed by both sides in the further
agreement.
B. DM promotions: Party A can not apply to participate less than two times in
each year but Party B has the right to decide whether Party A was arranged
to participate. Party A should pay the promotional fees and the specific
amount would be agreed by both sides in the further agreement.
C. Franchise orders promotions: Party A participated in the various of
franchises' promotional activities which are hold by Party B. Party A
should pay the promotional fees and the specific amount would be agreed by
both sides in the further agreement.
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(2) Non-local subsidiary (branch) company's promotional activities: Party A
holds a large promotional activity with Party B's each subsidiary (branch)
company every year. Party A should pay the promotional fees to Party B in
accordance with 2% of Party A's annual sales (included tax) in each
non-local subsidiary (branch) company.
(3) Stores' celebration promotional service fees. According to the needs of
Party A, Party B arranges Party A to participate in stores' celebration
promotional activities and Party A should pay RMB ______ Yuan to Party B
for the stores' celebration promotional service fees.
(4) Billboard support. Party B agrees to help Party A to propagate at least
twice in a year. Party A should pay the commissioned advertising fees and
the specific amount would be agreed by both sides in the further agreement.
(5) Party A should provide displayed supports and DM promotions to Party B's
stores which sell Party A's products in a whole year. Because Party A can
not complete the job by itself, it promises to pay the commission to Party
B based on 1% of the total amount on taxed receipts in order to commission
Party B for displayed support and DM promotions.
7.2 Gifts support. Party A agrees to provide gifts supports to Party B's newly
opened stores. The gifts' quality should match up with Annex 2, Quality
Requirement Annex, of this agreement.
7.3 Special holiday service fees. Party B agreed that during the national
holidays, it would provide the posters or special displays and propagation
and other paid services. Party A agrees to pay the special holiday service
fees for RMB 800 Yuan/ per period.
7.4 Promotional relative matters
(1) Promotional packaging: Party A agreed to provide at least twice promotional
packaging to Party B in a whole year and the quantity would be confirmed
from further consulting.
(2) During promotional period, Party A guarantees that it will meet the
availability of supply. If Party A can not meet the requirement, it should
pay RMB 10,000 - 50,000 Yuan for the loss compensation and bear all the
losses.
(3) During the promotional activities, if any mistakes happened on Party B's
sales job resulted from Party A's faults, Party A should pay RMB 5,000 -
10,000 Yuan for the loss compensation. If the loss compensation fees are
not enough to cover Party B's losses, Party A should absorb the
compensative responsibility.
Article 8 - Return of Goods
8.1 Party A agrees to accept the return of unsold goods from Party B.
8.2 Party A believes that the sales of goods from Party B have enough
attractions on the market. Based on this as conditions, Party A supply to
Party B and commitments are as follows: As the goods' quality guaranteed
periods are less than 50 days (including 50 days), Party A guaranteed that
Party B must be able to sell the goods from the date of receipt of goods to
the expiration of the goods. As the goods' quality guaranteed periods are
more than 50 days, Party A guaranteed that Party B must be able to sell the
goods within 50days after the date of receipt of goods. When Party B can
not sell the goods within the above periods, Party A should withdraw goods
unconditionally.
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(1) Party A should withdraw the goods within 10 days after received Party B's
returned notices (including Party B's direct managerial stores, franchises,
hypermarkets, or subsidiaries, branch companies). If Party B needed
replacements, Party A should agree.
(2) When Party A does not collect the goods which it should, Party B can
continue selling them; but Party B did not need to pay to Party A until
goods was sold.
(3) All of the costs and expenses caused by the returns of goods are covered by
Party A. If Party A needed Party B's services, the specific costs charged
implemented in accordance with the standard 8.3 of this agreement for the
return service charge standards. The charged fees which were less than RMB
100 Yuan would be counted by RMB 100 Yuan.
(4) If Party A did not withdraw within 15 days after received the returned
notice, Party A agreed to pay to Party B 0.1% of total amount of returns of
goods for the storage fees.
8.3 The goods which sold by Party B, if the returns of goods met the national
law, regulations, provisions and other relevant requirements for the
returns of goods, Party B should allow the consumers' returns and Party A
should bear the economic responsibilities for the returns of goods. When
Party B provided the return services to consumers directly, Party A agreed
to pay the return service fees to Party B in accordance with "Return
Service Charge Standards". The payment can not be lower than RMB 100 Yuan
each time and Party B pre- deducted it from the purchase payment to Party
A.
Return Service Charge Standards:
Gods need to be return Standards
Product quality problems Total amounts of returns * 10%
Providing false, expired documents Total amounts of returns * 10%
or fail to provide the necessary
document
Defective goods Total amounts of returns * 6%
(Health products 3%)
Seasonal goods Total amounts of returns * 3%
(Health products 2%)
Others Total amounts of returns * 3%
(Health products 2%)
8.4 If Party A did not accept Party B's returns, it should agree that Party B
can sell the product by _____ % discounts and the total losses caused form
the discount should be covered by Party A.
8.5 Defective compensation: This is used for compensate Party B's losses when
dealing with defective goods and Party B deducted it from the payment to
Party A.
___ Party A agrees to pay ___ % of the total amounts for the compensations.
___ Party A agrees that Party B can fully return the defective goods and pay
the return service charges instead of compensations.
Article 9 - Weeding Out and the Clearance
9.1 Party b can inform Party A to eliminate the goods under the following
circumstances:
(1) Party A's goods which sold by Party B (including the three-months display
of new test marketed goods) was ranked within the last 30% of the similar
products;
(2) Party A stop production or shortage without any reason more than 15 days
(expect seasonal products);
(3) Within quality guaranteed period, the consumers complained frequently.
Party B's inspection departments determined that the good producing place
did not meet the relevant provisions of country;
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(4) Due to the quality of products are unstable, customers usually complained
that the goods do not meet the Annex 2, Quality requirement, of this
agreement;
(5) The goods which are claimed as failed goods by the national law enforcement
departments;
(6) The goods which are eliminated by one third of Party B's subsidiaries;
(7) The goods which Party B suggests to eliminate in accordance with the
consumption rate, the quantity of returns and the cooperating situation
between both sides.
9.2 Weeding out approach
The procedure of Party A's weeding out products would follow the Article 8
of this agreement.
9.3 If the suppliers have the following situations, it should be clear from
Party B and Party B has the right to ask Party A to clear:
(1) The goods which Party A supplies to Party B have different quality to
samples, and Party A does not complete the rectification within 15 day
after receiving Party B's notice;
(2) Party A does not follow this agreement and give the lower purchase price
and more favorable purchase conditions to the third party compared to Party
B, which caused Party B feel unfair;
(3) The Party A's goods do not meet the market attraction as Party A's
description, and the annual total sales do not reach over RMB 500,000 Yuan;
(4) No acceptable reasons which Party B can forgive, Party A's supply capacity
can not meet the demand for orders;
(5) Party A breach of commercial confidentiality obligations. Without written
permission from Party B, Party A disclosed to any third party with Party
B's trade secret or commercial information (including goods price,
marketing plan, customer lists, financial information, contract and
agreement and other technological secrets);
(6) Party A breach of regulation to provide any kind of presidents and gifts to
Party B's employees, part-time job, and branches' staffs.
(7) Party A suggested that to terminate this agreement.
9.4 Clearance processing
When Party A clears its products, it should pay the compensation fee for
RMB 5,000 to RMB 10,000 Yuan. If the compensation were not enough to
compensate Party B's real loss, Party B has the right to ask for
compensation.
(1) The procedure of the clearance processing implies in accordance with the
Article 8 of this agreement.
(2) When Party A can not move the clearance goods timely, it should pay XXX 00
Yuan per day for the place rental fees, but Party B does not have the
responsibilities of them. Since the notice date, the loss, damage and all
other risk responsibilities would be covered by Party A.
(3) When Party A is wed by Party B, it should leave the last payment in Party
B's sides. If there were no damage within 3 months after clearance, Party B
should return this payment to Party A. If there were damages to Party B,
Party B has the right to deduct from the account payable to recover the
loss. If Party A's payment were not enough to compensate Party B's loss,
Party B had the right to ask Party A for compensations.
(4) After clearance, Party A can not ask Party B to return the fees which it
paid before.
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(5) Party A guarantees that it will respond for customers' compensation caused
from the quality problems, and it will continue responding to all of the
guarantees in the Article 12 of this agreement.
(6) The availability of the contract will be due until the clearance was
completed.
Article 10 - Defect Warranty
10.1 Warranty for authorized defect. The goods which Party A gives to Party B
can not be claimed for the rights and requests by the third party. If the
third party asked the rights and request, no matter it won or not, Party A
should respond to Party B and cover the travel fees, lawyers fees and all
other fees which Party B paid.
The specific warranty responsibilities include:
(1) Party A ensures that the goods which it provides to Party B have legitimate
and full right.
(2) Party A ensures that the goods which it provides to Party B do not have any
collateral, pledge, indwelling, and other security interests and the
possible existence of other rights flaws.
(3) Party A ensures that the goods which it provides to Party B does not
infringe any third party's industrial property, other intellectual property
rights, other civil right and etc. It's equal that Party A guaranteed that
the sales in the Party B is not contain any patent infringement, trademark,
copyright, portrait right and other infringement of third parties' rights
of goods. If Party A's goods have violations, Party B has the right to
terminate this agreement immediately and Party A should pay the loss
compensation for RMB 10,000- 50,000 Yuan. If the loss compensation can not
make up the Party B's actual loss, Party B has the right to ask Party A's
compensation.
10.2 Quality Warranty. Party A should provide the goods in accordance with this
agreement. Otherwise, Party A should bear the responsibility for breach of
contract.
10.3 Party A should take all the responsibility from all commercial parties in
the network (e.g. dealers, transport companies, manufactures, agents) when
implementing of this agreement to its Annexes to Party B.
Article 11 - Infringement and Confidentiality
11.1 Without Party B's permission, Party A can not use Party B's trademark,
firms, company name, advertising terms, store decoration design and other
Party B's logo for commercial using and can not borrow Party B's name to do
misleading commercial advertising externally. Otherwise, Party A's act
would constitute infringement. When Party A constitutes infringement, it
should be stop immediately and it should pay the loss compensation for RMB
30,000-100,000 Yuan to Party B. If it were not enough, Party A should
compensate Party B's real losses.
11.2 Party A and B are strictly respond for the obligation of confidentiality as
the following:
(1) The agreement itself and its contents and the implication of the business
information;
(2) Others' basic business information;
(3) The technological secrets and commercial secrets which were known when
signed and implement the agreement.
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Article 12 - Guarantee, Claims, and Responsibility for Breach of the Contract
12.1 Party A and B should strictly maintain the concepts of honesty and credits
and imply with the obligation under this agreement.
12.2 Party A's guarantees:
(1) The goods which were provided to Party B comply with the requirements by
this agreement and do not have any rights, quality, and product liability's
defects. Otherwise, if this goods caused any legal problems and economics
loss to Party B and its subsidiaries, Party A should take the
responsibility and cover all the charges and Party B and its subsidiaries'
losses.
(2) Expect the defective goods, any action or non-action which resulted in
Party B's legal disputes and suffer any damage of economy and goodwill,
Party A should cover all the responsibilities and Party B has the right to
request the loss from Party A.
12.3 Any tolerance, grace, concession or delay the exercise of its obligation
under this agreement come from Party B to Party A do not affect Party B's
original rights. It can not be seen as Party B give up the rights and Party
A escape from the obligation.
12.4 Claims. If the goods which Party A provides to Party B do not meet the
agreement and Party B's requirement, Party A has the responsibility and
Party B has the following one or several ways to claim.
(1) Required the returns to Party A. Party A should refund all the payments to
Party B and bear all the direct loss and charges, including interest, bank
charges, freight fees, insurance premiums, inspection fees, warehousing,
handling, regulatory protection of withdrawal and all of other necessary
expenses.
(2) Required Party A's permission for Party B to sell the goods by discounting
price in accordance with the poor quality goods degree, damaged degree and
the loss which Party B's losses.
(3) Required Party A to use the goods which comply with this agreement to
replace the Party B's defective goods and cover all of Party B's losses and
expenses.
(4) Other compensation methods which Party B can request and Party A can bear.
12.5 Liability for breach of contract
(1) If the Party A's losses came from Party B's fault, Party B would bear the
legal responsibility and handle properly with a reasonable time.
(2) If Party A did not fulfilled the obligation of this agreement, it should
pay the loss compensation to Party B and if the compensation fees were not
enough, Party should keep bearing the responsibility of compensation. If
Party A breached the agreement, Party B had the right to terminate this
agreement.
12.6 If Party A's breach of contract or illegal action caused Party B's risks,
Party B has the right to maintain Party A's property in order to urge Party
A to take measures as soon as possible for risk exclusion and protect its
own rights and interests will not be harmed.
Article 13 - Force Majeure
13.1 Either sides due to the war or serious fires, flood, typhoon, earthquake
events or other force majeure events which agreed by both sides which can
affect the implementation of this agreement, the implemented due day can be
delay and part of agreement can be implemented and part of them will not.
The time for delay should be equivalent to the time for the impact.
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13.2 When affecting by force majeure, one party should telex and fax the
situation to the other party as soon as possible. And the examined document
which was issued by the relevant authorities should send by registered
letter within seven days for other party to confirm.
13.3 When the force majeure events terminated or eliminated, the affected party
should telex and fax the situation to inform other party and send by
registered mail within seven days to confirm the informed contents.
13.4 Disclaimer force majeure. If any party's obligations under this agreement
were affected by the force majeure, the delayed implementation, part of
implementation and part of non-implementation were allowed. However, the
affected party should make every effect to avoid or eliminate the affected
factors and informed the other party immediately in accordance with 13.2
after the force majeure happened.
Article 14 - Jurisdiction of the Agreement
14.1 For any dispute involving or relating to this agreement, both sides should
resolve through friendly consultations. If consensus can not be reached,
the agreement was signed by the people's Court jurisdiction.
14.2 The signing of this agreement are: Xx.000, Xxxxxxxxx Xx. Xxxxxxxx, Xxxxx
Article 15 - Agreement's Effective, Termination and Other
15.1 This agreement is effective since the date when both sides signed and
sealed.
15.2 This agreement is valid from January 15, 2008 to December 31. 2008. After
effective date, the agreement will be expire automatically. However, after
expire, if both sides do not sing the new agreement or prior the signing of
a new agreement and there are still practical cooperation between both
sides, both sides' rights and obligations will continue the implementation
of this agreement.
15.3 For any changes and modifies of this agreement, both sides must be
consensus and adding corrective seals or signing the written documents as
integral part of this agreement or supplemental agreement which has the
same effect as this agreement.
15.4 At the end of this agreement, the outstanding debt and debt will not be
affected by the expiration of this agreement. The debtor's creditors to
continue to pay outstanding debt.
15.5 Under this agreement, the payment which Party A should Pay to Party B such
as loss compensation fees can be deducted from Party B's account payable to
Party A.
15.6 The signing of this agreement means that both sides have no discrepancies
in the text and the application law for this agreement. This agreement is
duplicated and both sides have one with the same legal effect.
15.7 Any one of both sides can not transfer the rights and obligations under
this agreement to other side without each other's permission.
15.8 The Annexes of this agreement: Annex 1 (Definition of national supply
cooperation agreement), Annex 2 (Quality requirements of national supply
cooperation agreement), Annex 3 (Supply requirements of national supply
cooperation agreement) are integral parts of this agreement and have the
same effect as the text of the agreement. The "Party A" and "Party B" in
the agreement are the same as in the annex.
15.9 None of the provinces of this agreement failure will affect any other
province.
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This agreement will take effect only approval by the business manager. Business
manager of Hualian Supermarket (signature):_____________________
Both sides should guarantee:
All the representatives of the signatories state and ensure that its signing of
this agreement has been fully authorized. The agreement is signed after
consulting by both sides. When signing this agreement, both parties have
carefully read this agreement and its annexes' contents, have no objection with
any provisions of this agreement and it annexes, and understand accurately about
the meaning of various provisions of the law. Complying with the spirit of the
law for freedom of contract, the both parties are binding after the agreement is
signed.
