Processing Contract for the Complete Equipment Installation of Drip Fertilizer Party A: Shaanxi Techteam Jinong Humic Acid Products Co., Ltd. Party B: Xi’an Kingtone Information Co., Ltd
Exhibit
10.11
Contract
No. LHJN-002-08
Processing
Contract for the Complete Equipment Installation of Drip Fertilizer
Party A:
Shaanxi Techteam Jinong Humic Acid Products Co., Ltd.
Party B:
Xi’an Kingtone Information Co., Ltd
NOW,
THEREFORE, in consideration of the Contract Law of People’s Republic of China as
well as agreements made by the Parties herein through mutual friendly
negotiation, both Parties hereto agree as follows:
I Name of
the Complete Equipment
The
process, equipment, and complete manufacturing design and installation for the
production line of compound liquid fertilizer with the annual capacity of 30,000
tons;
II
Processing Method
Design,
manufacturing, installation and debugging for the production line of the
compound liquid fertilizer;
III.
Price
Total
amount: XXX 0 xxxxxxx, xxxx xx xxxx xxxxxxx XXX (refer to the Contract
List)
IV
Quality Requirement
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1.
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Capacity:
5tons per hour solid fertilizer
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2.
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Homogeneous
degree: CV≤5%
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3.
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Manufacturing
the specification, type and quality in accordance with the Contract
List
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4.
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Equipment,
pipelines and etc. are painted into Party B’s standard
color.
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5.
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The
design of equipment; manufacturing and supply of the complete equipment
and auxiliary material; the installation and debugging of the entire
equipment.
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6.
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The
piping material, wind pipe, dust pipe, material xxxxxx, Square Material
pipe and etc shall be manufactured and installed in accordance with Party
A’s design.
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7.
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Electric
device: supplied and installed in accordance with the design requirements
(excluding the installation of lighting
device)
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8.
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Manufacturing
and installing the platform, guardrail, ladder stand, supporters and etc
as per the design requirements.
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V Term of
the Project
1.
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Party
B shall enter the working site of Party B and conduct the installation 60
days within the receiving of Party A’s prepayment and installation notice
for conducting the civil engineering upon signing the
contract.
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Installation
term: 25 days; 20 days for installation and 5 days for
debugging.
2.
Adjournment for the term of project: In the event of the following situations,
the term of project can be adjourned accordingly upon party A’s written
approval:
1) In the
event of eight hours stoppage due to the consecutive blackout during the
installation and debugging, the project term can be postponed one
day;
2) Fail
to timely supply the installing material by Party A (see to the appendix for the
installing material)
3) fail
to carry out the work (installation and debugging) due to Party A’s
reason
4) Force
Majeure (earthquake, sever weather, fire, flood, government policies and
etc.)
3. Party
B must submit a written report 3 days after the occurrence above and the
representative of Party A must reply within three days. In case of the overdue
days, Party B shall regard the confirmation of adjournment by Party
A.
VI.
Method and terms of payment
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1.
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Method
of payment: telegraphic transfer. Party A must pay the amount to the bank
account officially stipulated by Party
B.
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2.
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Terms
of payment:
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1)
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Party
A shall prepay 20% of the contract within ten days upon signing the
contract, that is eight hundred thousand
RMB
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2)
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65%
of the contract amount to Party B prior to the delivery, that is two
million six hundred thousand RMB
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3)
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10%
of the contract amount, that is four hundred thousand RMB upon receiving
the full amount of invoice provided by Party B after the installation and
debugging
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4)
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5%
contract amount, which will be the guarantee fee, that is two hundred
thousand, shall be pay off 6-month successful running after the
acceptance.
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VII
Method and const of Transportation
Party B
shall be liable to the free transportation. The equipment will be transported to
the factory of Shaanxi Techteam Jinong Humic Acid Products Co., Ltd by
car.
VIII
Party A’s Responsibilities
1.
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Construct
the major factory workshops and frames according to the Party B’s design
requirements.
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2.
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After
equipments are arrived at the destination, Party A should assist Party B
to unload the equipments and appropriately manage
them.
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3.
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Provide
a lockable warehouse for Party B at the installation period to store
important or portable equipments.
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4.
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Provide
free construction sites, working and drinking water. Set up electricity
instruments without asking any
cost.
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5.
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Arrange
____ operation workers of important positions to study with the shifts at
the installation period and assist to do some side works for the free
training.
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6.
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Connect
the electricity on time. Prepare the raw materials on time and arrange
workers to make experiments with full
load.
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IX Party
B’s Responsibilities
1.
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Party
B is responsible for setting up all required tools on the site and
appropriately managing all equipments on the
site.
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2.
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Abide
by all regulations or rules of Party A at the construction period.
Construction and technical staffs are responsible for accommodations and
foods by themselves. But Party A should provide
convenience.
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3.
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Pay
electricity fee to Party A based on the real usage and local
rate.
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4.
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Train
relative operation staffs without any
cost.
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5.
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Provide
after-sales service. The quality warranty period of the equipments and
installation is 1 year after acceptance. But it does not exceed 18 months.
Party B should provide relative free substitute equipments or parts. Party
B is responsible for all costs or lost of Party A because of the quality
issue at the quality warranty period. Otherwise, Party B can charge cost
fee based on the maintenance costs. Party B should provide all life time
maintenance service.
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6.
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When
quality issue or operation issue comes up, Party B should make response
and get to the site to fix the issues within 48 hours after receiving the
call.
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7.
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Party
B should abide by safety regulations strictly to make sure the
construction work is doing safely and in a good manner. Party B is
responsible for the body safety and other safety duties of all working
staffs.
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8.
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Party
B should work, manufacture, install, and debug by using its technologies
and equipments according to the technical requirements of the agreement.
Party B should accept the inspections or supervising from Party
A.
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X
Responsibility for breach of contract
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1.
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Party
B must compensate Party A 000 XXX per day in the even of failing to
complete the installation and debugging within stipulated
time.
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2.
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In
the event Party A fails to pay the contract amount in accordance with the
contract, the overdue amount will be regarded as the late fee and
calculated by 3‰ per day. Meanwhile, Party A shall not use the
equipment.
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3.
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In
case of failing to complete the project in due time due to Party A’s
fault, Party A must compensate 000 XXX per day to Party B. Provided that
the accumulated stoppage has exceeded 30 days, Party B has the right to
withdraw the site till the working condition is favorable to Party A
.
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4.
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In
the event of failing to conduct the load debugging after 20- day
successful unload debugging with the fault of Party A, the remaining
contract amount must be settled first and notify Party B’s debugging after
the favorable load debugging, the cost of which must be assumed by Party
A. In the event of failing to be on site within 7 days upon receiving the
notice, the travel expense shall be assumed by Party
B.
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5.
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In
case of failing to meet the capacity and quality requirements due to Party
B’s design faults in specification and type, Party B must replace the
disqualified equipment without of charge and the project term shall not be
adjourned.
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6.
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Party
A must organize the acceptance work in one week after receiving Party B’s
acceptance notice. If not, the work can be accepted. In case of using the
equipment to produce by Party A without acceptance and permission, the
work can be regarded and the guarantee period can be from as of
day.
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7.
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In
the even of breach the contract by any party, one party shall assume the
responsibility and losses to the other
party.
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XI
Settlement of disputes
Any
dispute arising out of, or in connection with this Agreement shall be first
settled by both Parties hereto through mutual negotiation in good faith. In case
no successful settlement is reached thereby, either party hereto may submit such
dispute to local people’s Court for arbitration.
XII
Others
1.
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Party
A shall be liable to the civil
engineering.
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2.
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In
the event of losses caused by the force majeure, Party B must be
responsible for the losses to the equipment and party A for the
project.
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3.
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Party
B shall submit the as-build material one original three copies to Party A
within ten days upon acceptance.
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4. Party
B enters the factory and construct. Two parties sign up the construction safety
agreement.
5. The
project contract lists and technology flow charts work as the attachments of the
contract and have the same legal validity as the
contract.
XIII For
other events not mentioned on the contract, two parties can make additional
agreement after negotiation that will have the same legal validity as the
contract after two parties sign up or seal it.
XIV The
contract is valid after two parties sign up or seal it. The contract has one
type four copies. Each party will keep two copies. The contract lists have the
same legal validity as the contract.
Party
B:
Xi’an
Kingtone Information Co., Ltd.(Seal)
Party
A:
Shanxi
TechTeam Jilong Humic Acid Products Co., Ltd.(Seal)
Date of
Signing up: June 19 2008
Acceptance
Report
Name
of the Project
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Processing Contract for the
Complete Equipment of Drip Fertilizer
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Consigner(Party
A)
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Shaanxi
Techteam Jinong Humic Acid Products Co., Ltd
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Consignee(Party
B)
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Xi’an
Kingtone Information Co., Ltd
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Scope
of the Acceptance
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1.
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Consistence
of the production line design, manufacturing and supply of the complete
equipment and auxiliary material, installation and debugging with the
processing contract and Contract List.
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Capacity:
5tons per hour solid fertilizer
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Homogeneous
degree: CV≤5%
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2.
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Consistence
of the piping material, wind pipe, dust pipe, material xxxxxx, Square
Material pipe and etc with Party A’s design.
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3.
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Whether
the electric device supplied and installed in accordance with the design
requirements (excluding the installation of lighting
device)
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4.
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Whether
the platform, guardrail, ladder stand, supporters and etc Manufactured and
installed as per the design requirements.
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Whether
the application software is complete.
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5.
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Whether
the drawings and materials are complete and updated.
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6.
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whether
the components and spares are completed
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7.
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whether
the expected results has been achieved by the training
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8.
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Whether
the project term is favorable with the contract.
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Conclusion
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All
items above are satisfying upon initial acceptance and trial operation.
The official operation can be conducted upon final
acceptance.
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Party
A
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/s/
Xxx Xxxxxx Date:
6/20/2009
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Party
B
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/s/
Xxxx Xxxxx Date:
6/20/2009
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