Purchase Contract
(English
Translation)
Exhibit
10.10
Beijing
PKU Chinafront Technology CO.,
LTD.
Contract
Number:
Buyer:
Name:
Beijing PKU Chinafront Technology CO., LTD. (“Party A”)
Address:
Room 000, Xxxxx X, Yinwang Center, 000 Xxxxxxx Xxxx, Xxxxxxx Xxxxxxxx, Xxxxxxx
Xxxx
Telephone:
00-000-00000000
Fax:
00-000-00000000
Seller:
Name:
Beijing Federal Software Co., Ltd. (“Party B”)
Address:
17th
Building, 2nd
District, Anzhenxili, Chaoyang District, Beijing City
Telephone:
00-000-00000000
Fax:
00-000-00000000-0000
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 purchase contents as set forth in the annex
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.
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.
2.3
Annexes include products lists, special provisions etc.
3.
Total Price of the
Contract
See
Annex
1 hereof for the composition of the contract price.
4.
Place, Date and Method of Delivery
4.1
Place
of delivery: Room 717, Block B, Yinwang Center, 000 Xxxxxxx Xxxx, Xxxxxxx
Xxxxxxxx, Xxxxxxx Xxxx
4.2
Delivery date: The products listed in “1, 2, 4, 5, 6” of Annex
1 of the Contract shall
be
delivered on or before May 19, 2005.
The
products listed in “3” of Annex
1 of the Contract shall
be
delivered on or before June 6, 2005.
4.3
Delivery method: Delivery by Party B to the place of delivery as set out in
4.1
free of charge.
4.4
Contact person: Xxxxx xxxxxxxx Telephone: 82671299-1016
5.
Time limit of payment
After
the
conclusion of the Contract and the delivery by Party B of the first installment
of the goods as required by Party A, Party A shall pay Party B 50% of the
contract price RMB 34,950 and Party B shall use value-added tax invoices to
exchange for the cheque of Party A. Party A shall pay Party B the remaining
50%
of the contract price RMB 34,950 after fifteen working days of trial run and
passing the acceptance check of the products, and Party B shall use value-added
tax invoices to exchange for the cheque of Party A.
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, and the products shall
be sealed.
6.2
Party
B shall complete the installation and debugging within five working days after
the arrival of the products. Party A shall organize the acceptance check within
five working days after Party B completes the installation and debugging. During
installation and acceptance check, 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 make a written objection to Party B.
7.
Quality Guarantee and After Service
7.1
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
the manufacturers.
7.2
Party
B warrants that the products provided by it are original products of original
manufacturers with intact packing. The manufacturers will provide free product
application instructing service through telephone and one-year upgrading service
of free products.
7.3
Party
B shall unconditionally and immediately replace defective products and the
products not conforming to the specifications, quality and performance as
provided for herein.
7.4
During the guarantee period, above guarantee will not be applied to the
malfunction arising from improper use, accident, modification, inappropriate
operating environment, repair made by Party A, removal of identification labels
of products or parts etc.
7.5
Party
B guarantees the quality and function of the products provided by it. If the
products do not conform to the functions as described in the use manual or
quality issues of the media of software and so on arise, Party B shall be
obliged to unconditionally and immediately replace the products for Party A.
8.
Title and Custody Risk of the Products
8.1
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 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.
8.2
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.
Total
amount of the liquidated damages shall not exceed 5% of 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.
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
amount involved in the delay for each delayed day.
Total
amount of the liquidated damages shall not exceed 5% of contract
price.
b.
If the
products provided by Party B are not brand-new sealed original products of
the
manufacturers, besides the contract price, Party B shall also compensate Party
A
for all the losses incurred by Party A for this. If the products provided by
Party B are involved in the infringement on intellectual property, Party B
shall
bear all legal liabilities relating to this.
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 will be settled by People’s Court
of Haidian District through litigation if the Parties can not agree upon the
method for settling such disputes.
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 the Parties
and their respective successors and assigns 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
quadruplicate with equal legal effect, and each Party holds two. 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.
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 and 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.
16.
Annexes
Annex
1
of the Contract
Party
A: Beijing PKU Chinafront Technology CO., LTD.
Representative:
Xxxxx Xxxxxxxx
Telephone:
00-000-00000000
Date:
May
19, 2005
Party
B: Beijing Federal Software Co., Ltd.
Representative:
Xxxx Xxxxxxx
Telephone:
00-000-00000000
Date:
Annex
1
of the Contract
|
Sequence
Number
|
Name
of the Product
|
Version
|
Quantity
(Set)
|
Unit
Price (RMB)
|
Amount
(RMB)
|
|||||||||||
|
1
|
Office
2003 COEM
|
Small
and Middle-sized Enterprise Version
|
1
|
2180
|
2180
|
|||||||||||
|
2
|
Windows
2003 Server (Five User) COEM
|
Chinese
Standard Version
|
1
|
5430
|
5430
|
|||||||||||
|
3
|
Windows
2003 Server Customer End Authorization1
|
Chinese
Standard Version
|
45
|
222
|
9990
|
|||||||||||
|
4
|
SQL
Serve1r 2000 (Ten User)
|
|
Chinese
Standard Version
|
1
|
15800
|
15800
|
||||||||||
|
5
|
Rising1+1+200
user
|
Enterprise
Version
|
1
|
31500
|
31500
|
|||||||||||
|
6
|
Rising
five servers
|
Enterprise
Version
|
5
|
1000
|
5000
|
|||||||||||
|
Total
|
RMB 69,900
|
|||||||||||||||
