Exhibit 10.10
PURCHASE AGREEMENT
(No. 9311k0601)
This Agreement is entered into between Bowa Internation Leasing Corporation
("Party A") and Kid Castle Educational Corporation ("Party B").
Whereas Party B purchases subject items listed in Exhibition 1 from Party A,
both parties agree as follows:
1. Term of Payment
The total payment of the subject items (the sum of first payment and all
installment, not including tax), first payment, service charge and
installments are listed in Exhibition 2. Party B shall make first payment
and commission in advance, and each installment based on the date and
amount listed in Exhibition 2 by executing credit instruments to Party A.
Before completion of the total payment, Party A still has ownership of
subject items.
2. Delivery and Inspection
Party B shall provide Party A with certificate after inspecting and
receiving the subject items; if the subject items are supplied by the
third party, Party B shall provide Party A with certificate after
inspecting and receiving the subject items from the third party.
3. Other conditions
Party B shall select and request Party A to purchase subject items based
on its instructions. Party B agrees to exempt Party A from all the
responsibilities arising from defects of the subject items and Article 8
of Consumer Protection Law.
Party B and its guarantor shall draw a promissory note to Party A which
equal to the total payment, and authorize Party A to fill in the due date.
Party A may use this promissory note for collecting all debts of Party B
arising from this Agreement when Party B breaches this Agreement.
If the guarantor of Party B dies, loses capacity, its credit rating falls
or its security ability becomes extremely insufficient, Party A may
require Party B to add or replace joint guarantor approved by party A,
Party B shall not refuse. Party B shall not make a claim to offset any
obligation of this Agreement against any debts owing from Party A or its
successor to Party B.
If Party B requests to settle the payment in advance, Party A may collect
2% of the undue payment as a service charge.
The Place of performance of this Agreement shall be where the Principal
office of Party A is located. Party A, Party B and its joint guarantor
agree that legal actions arising from this Agreement shall be subject to
the District Court of Taipei, Taiwan as the court of first instance, and
the governing law shall be laws of the Republic of China.
4. Breach and Punishment
The violation of any condition of this Agreement by Party B, or occurrence
of the following conditions will constitute breach of this Agreement.
Party B will lose its entitlement to make payment by installment without
Party A's notice or legal proceedings, and shall settle the total payment
immediately:
The notes executed (including endorsement) by Party B is rejected due to
insufficient funds, is dishonored, or Party B may not be able to make the
payment on the due date.
Party B or its legal representative requests mediation, declares Party B
to be dissolved or liquidated, or is subject to request for bankruptcy, or
its assets are executed by court or forbidden to be disposed of by a tax
authority.
Party B made a false statement in the guarantee under this Agreement or
forged related documents before reaching this Agreement.
Party B changes its principal office without prior notice to Party A.
5. Joint guarantor shall guarantee that Party B will perform all the
obligations under this Agreement fully and completely, If Party B fails to
perform any obligation, the guarantor will become jointly liable, and
agrees to waive any claims based on the Guarantee Section of Obligation
Chapter of Civil Act and other laws and regulations. Guarantor also agrees
as follows:
The guarantee includes all current or future payment, honored notes,
advance, service charge of Party B arising from this Agreement, and
punitive damages, interests, interest of delayed payment, expenses,
compensations and other charges related to the principal debts.
If Party B modifies the terms of this Agreement, postpones the payment,
replaces the guarantee or abandons property rights of the guarantee with
Party A's consent with the valid period of this Agreement, the guarantor,
with or without notice, shall still be liable pursuant to the guarantee
without protest or claim of diminishing liability.
The guarantor shall be fully liable under this guarantee even if this
Agreement or
notes are defective, a claim proceeding is incomplete or title to the
guarantee is defective.
If the guarantor requests to withdraw, its liability under this guarantee
will not be released until Party B replaces it with new guarantor approved
by Party A, completes all necessary proceedings and Party A issues written
notice to the guarantor. Withdrawal of guarantee by any other methods will
be deemed invalid.
6. This Agreement will be made in two original copies, and each party will
keep one copy for proof.
Party A: Bowa Internation Leasing Corporation
Legal Representative: /s/
Party B: Kid Castle Educational Corporation
Legal Representative: /s/ Wang, Kuo-An
Joint Guarantor: /s/ Xxxx, Xx-En
PURCHASE AGREEMENT
This Agreement is entered into between Bowa Internation Leasing Corporation (the
Buyer, "Party A") and Kid Castle Educational Corporation (the Seller, "Party
B").
Whereas both parties agree purchase terms as follows:
1. Titles, specifications, numbers and amounts are listed in Exhibition.
2. Delivery Place: The ownership of the subject items will be transferred to
Party A from the execution date of this Agreement, but the subject items
are still under possession and custody of Party B. or should be delivered
to the third party appointed by Party A. Party B shall bear installation
and transportation fees.
3. Method of Payment: Party A shall make the payment to Party B or the third
party appointed by Party B after the ownership of the subject items are
transferred to Party A.
4. If within three years from the date of purchase, the subject items are
defective, lacking of ordinary function or expectant effectiveness due to
faulty design/production, or out of order, Party B promises to repair at
its own costs without objection.
5. Party B guarantees that it will take full civil and criminal liability if
the subject items are otherwise pledged, deposited or involved in any
other debts.
6. Party B undertakes that if the subject items are all or a major part of
Party B's assets, it has obtained the approval to sell the subject items
from the shareholders in accordance with Article 185 of the Corporation
Law.
7. Both parties agree that legal actions arising from this Agreement shall be
subject to the District Court of Taipei, Taiwan as the court of first
instance.
8. This Agreement will be made in two original copies, and each party will
keep one copy for proof.
Party A: Bowa Internation Leasing Corporation
Legal Representative: /s/
Party B: Kid Castle Educational Corporation
Legal Representative: /s/ Wang, Kuo-An
Date: November 8, 2004
ITEM No. ITEM TITLES NUMBERS AMOUNT
-------------- --------------------------------------- ------- ---------
91050000000001 Multi-intelligence major
course-direct selling 781 3,094,720
91040000000001 Kids Speak- major course-direct selling 628 2,281,936
91990000000001 Kids Talk storybook-direct selling 488 1,319,433
MEB10200013 Magazines-13 volumes-original(1990
November) 24,876 1,143,790
5954010 Electronics-Digital schoolbag-direct
selling 2,440 861,306
220300015 Handbag-PVC ziplock 34,284 822,816
91030000000001 Wonderland major course 415 721,905
292402043 Toy-Chi Wa Magic Box 3,502 668,382
MEGC0200008-1 Winnie the Pooh watch (blue) 6,058 638,780
MER20200013 Magazine CD-ROM (Volume 13)-1990
November 18,719 613,829
MEB10200009 Magazines-9 volumes-original 15,008 610,986
MEGR0200031-1 SONIC-PLAY STATION 12,990 596,091
MEB10200010 Magazines-10 volumes-original(1990
August) 16,562 543,283
VCD-Way To Go VCD-Way To Go project - 540,952
MEB20200013 Magazines-13 volumes-copy(1990
November) 24,798 521,073
MEB10200012 Magazines-12 volumes-original(1990
October) 9,283 398,152
111006011 Reading-Big Steps (6) 1,769 389,500
112707011 Reading-Magic Land 7 8,323 386,810
111112011 Reading-Way to Go (12) 1,753 381,506
MEB10200008 Magazine-8 volumes-original 8,408 366,373
MER20200009 Magazine CD-ROM (Volume 9)-1990 July 12,468 350,165
MEB10200007 Magazines-7 volumes-original(1990
April) 11,253 345,368
021101001 Kindergarten enrollment DM 335,690 324,380
MEB20200010 Magazines-10 volumes-copy(1990 August) 16,752 290,386
MER20200010 Magazine CD-ROM(Volume 10)-1990 August 11,137 287,598
MEB10200014 Magazines-14 volumes-original(1990
December) 5,745 287,450
111113011 Reading-Way to Go (13) 1,950 275,018
111111011 Reading-Way To Go (11) 1,395 273,263
2101030002 Wonderland dialogue 1,999 255,279
MEB20200009 Magazines-8 volumes-copy 13,658 255,130
MEB10200011 Magazines-11 volumes-original(1990
September) 3,471 154,340
20,000,000
Service Charge NT$300,000
First Payment -
Date of Each Installment Amount
------------------------ ------------
December 10, 2004 NT$1,158,000
January 10, 2005 NT$1,158,000
February 10, 2005 NT$1,158,000
March 10, 2005 NT$1,158,000
April 10, 2005 NT$1,158,000
May 10, 2005 NT$1,158,000
June 10, 2005 NT$1,158,000
July 10, 2005 NT$1,158,000
August 10, 2005 NT$1,158,000
September 10, 2005 NT$1,158,000
October 10, 2005 NT$1,158,000
November 10, 2005 NT$1,158,000
December 10, 2005 NT$1,158,000
January 10, 2006 NT$1,158,000
February 10, 2006 NT$1,158,000
March 10, 2006 NT$1,158,000
April 10, 2006 NT$1,158,000
May 10, 2006 NT$1,158,000
December 10, 2004 NT$1,158,000
AGREEMENT
This Agreement is entered into between Bowa International Lease Co., Ltd. (the
Buyer, "Party A") and Kid Castle Educational Corporation (the Seller, "Party B")
as a supplementary agreement for the installment purchase agreement
("Installment Agreement") executed by both parties on November 8, 2004. Both
parties agree as follows:
1. Party B shall furnish NT$5,000,000 with Party A as security for the
Installment Agreement.
2. Party A may offset payment owing to Party B against the security.
3. Party A shall return the security to Party B without interest after Party
B pays all debts in accordance with the Installment Agreement.
4. Taxes arising from the security shall be deducted by Party A pursuant to
related laws and regulations.
5. This Agreement constitutes part of the Installment Agreement. Any matter
not expressed in this Agreement shall be solved pursuant to terms and
conditions of the Installment Agreement.
6. This Agreement will be made in two original copies, and each party will
keep one copy for proof.
Party A: Bowa Internation Leasing Corporation
Legal Representative: /s/
Party B: Kid Castle Educational Corporation
Legal Representative: /s/ Wang, Kuo-An
Date: November 8, 2004
