Processing Agreement
Exhibit
10.1
This
agreement is entered into by and between the Wine Company of the Jiangxi Taina
Nanfeng Orange Limited (hereinafter called ‘the Jiangxi Taina’) and the Shenzhen
Loulan Red Wine Limited (hereinafter called ‘the Loulan Red Wine’).
Both
parties have signed, and shall abide by, this agreement on the requirement
of
the Loulan Red Wine for wine processing by the Jiangxi Taina, based on mutual
benefits and development.
I.
Term
of processing: from February 1, 2007 to February 1, 2008.
II.
Annual processing capacity: to be based on the orders of the Loulan Red Wine,
with a minimum yearly amount of no less than XXX 00 xxxxxxx xxxx.
III.
Varieties and unit price
1.
6# Dry Red
Wine: XXX 00.0 xxxx/xxxxxx, xxx XXX 67.8 yuan/case (750ml x 6), in grinded
bottles.
2.
Specialty
Wine (dry red): XXX 00 xxxx/xxxxxx, xxx XXX 60 yuan/case (750ml x 6)。
3.
8.5#
(dry red): XXX 0 xxxx/xxxxxx, xxx XXX 48 yuan/case (750ml x 6).
The
Loulan
Red Wine shall provide trademarks in three types, and the Jiangxi Taina shall
print external packing cases and provide accessories, such as bottles, caps,
plugs and labels, according to the requirements of the Loulan Red Wine.
IV.
Quality requirements and technical standard
The
Jiangxi Taina shall ensure the products it processes to meet the national
standard of GB /T15037-94.
V.
Transport method and expense distribution
The
Jiangxi Taina shall be liable for transportation and payment of the freight,
and
shall make the shipment within 7 days after the payment by the Loulan Red Wine,
with the date of shipment to be acknowledged according to the
invoice.
1
VI.
Delivery
1.
The Loulan
Red Wine shall inform the Jiangxi Taina its production plan 10 days in advance,
and sign a specified production order, each with a minimum of 1,000 cases.
The
Loulan Red Wine shall be liable for payment of the extra part of the freight
or
RMB 0.25 yuan/bottle, if each order contains less than 1000 cases. The Jiangxi
Taina shall arrange its production according to the production plans and orders
provided by the Loulan Red Wine.
VII.
Settlement
1.
The Loulan
Red Wine shall pay 50% of the full ordered amount in advance, after signing
a
production order. The Jiangxi Taina shall prepare the products and inform the
Loulan Red Wine within one week (or 15 days for new products) after receiving
the payment made by the Loulan Red Wine. The Jiangxi Taina shall make the
shipment after receiving the due outstanding.
2.
The prices
offered by the Jiangxi Taina shall be based on CIF (pre-tax price).
VIII.
Rights and obligations of both parties
1.
The Loulan
Red Wine shall have to meet the requirements for wine storage and management
in
the process of warehousing and sales of wine. Otherwise, the Jiangxi Taina
shall
not be liable for any deterioration thereof. The Jiangxi Taina shall be liable
for any quality problem arising out of the reasons other than the failure to
meet the above requirements, and for any return or replacement.
2.
Any third
party shall not be involved in the products made through the cooperative efforts
between the Loulan Red Wine and the Jiangxi Taina and in printing and
utilization of packing, or the Loulan Red Wine shall bear full responsibilities.
The Jiangxi Taina shall not use the trademarks provided by, and the packing
printed for ordering by, the Loulan Red Wine without prior permission.
3.
The Loulan
Red Wine shall be liable on its own for any economic dispute and legal
responsibility arising in the process of operations of the products it requires
to be made by the Jiangxi Taina, and any problem in product quality shall be
dealt with according to the rules made in the foresaid articles.
IX.
During the term of this contract, both parties shall make sure the normal
fulfillment of the agreement based on the principle of mutual understanding,
and
shall negotiate to settle any dispute.
X.
This
contract shall be made in duplicate, each maintaining one of the copies, and
shall come into force since the date when it is signed and sealed by both
parties.
Jiangxi
Taina (Corporate chop) Loulan Red Wine (Corporate Chop)
Signed
by
representative: Signed
by
representative:
Date:
Jan. 23, 2007 Date:
Jan. 23, 2007
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