FORM OF EQUIPMENT SALES CONTRACT
FORM
OF
Reference
No.:
Date
of
Execution:
Place
of
Execution:
Buyer: ____________________________
Seller:
Tibet Changdu Shengfeng Industry Development Co., Ltd.
▇▇▇▇▇
and
▇▇▇▇▇▇, adhering to the principles of equality and mutual benefits and through
friendly consultations, for the deal concerning the _______________ (hereinafter
referred to as the “equipment”) agree to enter into this Contract:
Name,
Specification, Origin, Price, Quantity and Amount of the
Object
| Article 1: |
The
commercial name, specification, price, quantity and amount of the
equipment which is purchased by Buyer and is sold by
Seller.
|
Unit:
RMB
Yuan
|
Commercial
Name
of
the Equipment
|
Model
|
Unit
|
Unit
Price
|
Quantity
|
Total
Amount
|
|||||||||||
|
____________________
|
|
Set
|
__________ |
1
|
__________ | |||||||||||
|
Total
Prices
(Capitalization)
|
RMB
________
|
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| Article 2: |
Quality:
in accordance with the enterprise’s standard of the equipment’s
manufacturer.
|
| Article 3: |
Package:
Seller shall adopt the package suitable for railway or highway’s
transportation.
|
1
Method
of Buyer’s Payment
| Article 4: |
The
payment shall be payable in five (5)
installments.
|
| The first installment: |
Within
three (3) days of this Contract being effective, Buyer will pay the
first
installment of RMB __________ to
Seller.
|
| The second installment: |
Within
thirty (30) days of this Contract being effective, Buyer will pay
the
second installment of RMB __________ to Seller and by this means
Buyer
will have paid 30% of this Contract’s consideration in total to
Seller;
|
| The third installment: |
After
the equipment room being checked and accepted, ▇▇▇▇▇ will pay the
third
installment of RMB __________ which is 30% of the total consideration
within 30 days of seller issuing the Forwarding in Preparation
Declaration;
|
| The fourth installment: |
After
the equipments’ transportation, installment & debugging, and check
& acceptance being accomplished, Buyer will pay the fourth installment
of RMB __________ which is 30% of the total consideration within
30 days
of Buyer and Seller’s representatives executing the Testing Report for
Check and Acceptance;
|
| The fifth installment: |
After
the equipment being installed, checked and accepted, Buyer will pay
the
remaining sum of RMB __________ to Seller within one year of Buyer
and
Seller’s representatives executing the Testing
Report.
|
| Article 5: |
After
receiving the total payment from Buyer, Seller will draw an invoice
in due
form according to all gathering invoices returned by
Buyer.
|
Delivery
Method of the Equipment
| Article 6: |
Construction
of the equipment room: After the Contract being effective, Seller
will
provide the Guidance Handbook for Equipment Room’s Construction which is
drafted according to the related State standard and provisions, and
Buyer
will authorize a design entity with corresponding qualification to
accomplish the capital construction’s design of the equipment room. The
blueprint of the equipment room shall be examined and approved by
Seller;
once Seller subscribe its opinion in writing Buyer can process the
construction upon such blueprint, and Buyer shall complete the
construction of the equipment room in 3
months.
|
| Article 7: |
Check
and acceptance of the equipment room: Buyer will send an Equipment
Room
Check & Acceptance Notice to Seller after the equipment room’s
construction is accomplished. Within 3 days of Seller receiving the
Equipment Room Check & Acceptance Notice, Seller may arrange the
technical staff dispatched by the equipment’s manufacturer to act as
Seller’s representative, and to check and accept the equipment room
according to the blueprint and the Guidance Handbook for Equipment
Room’s
Construction. While the technical staff dispatched by the equipment’s
manufacturer affirms that the equipment room complies with the
requirements in the Guidance Handbook for Equipment Room’s Construction,
the representatives of The Parties will sign on the Equipment Room’s Check
and Acceptance Form.
|
2
| Article 8: |
Delivery
Arrangement: Seller is responsible for delivery of the equipment
and
transporting the equipment to the place appointed by ▇▇▇▇▇; ▇▇▇▇▇
is
responsible for appointing and arranging the space which are in compliance
with the conditions of the equipment’s preservation and maintaining the
equipment and Buyer will be responsible for the safe keeping after
the
equipment being arrival.
|
| Article 9: |
Conditions
of the equipment’s delivery: Seller will organize the delivery of the
equipment upon it receiving the second installment from Buyer and
transport the equipment to the place appointed by ▇▇▇▇▇ after the
representatives of the Parties affirming the eligibility of the equipment
room.
|
| Article 10: |
Transportation
insurance: Seller shall be liable for the insurance of transporting
the
equipment and the insurance in the course of
transportation.
|
| Article 11: |
After
the equipment being transported to the appointed place, the responsibility
of maintaining the equipment is on Buyer; from the date of the equipment
being transported to the place appointed by Buyer to the date of
Buyer
paying off the total payment, the risks of the equipment being destroyed
or loss shall be carried by Buyer.
|
| Article 12: |
Unpacking
inspection: Within three days of taking delivery of the equipment
at the
place appointed by ▇▇▇▇▇, the representatives of Buyer and Seller
shall
make unpacking inspection. The package shall be unpacked only the
representatives appointed by ▇▇▇▇▇ and Seller are on site. Any Party
cannot unpack the package, install or debug the equipment without
authorization. If the unpacking without authorization results in
any
damage (such as the shortage or destruction), the Party of unpacking
shall
be liable for the losses of it.
|
Installment,
Debugging and Inspection of the Equipment
| Article 13: |
Corresponding
conditions’ preparation: For the purpose of succeed in the work of
installation and debugging and inspecting and operating the equipment
on
time, Buyer shall provide necessary convenient conditions for Seller’s
installation and examination work, including but not limited to providing
exterior line and coordinating the relations with other relevant
authorities and so on.
|
| Article 14: |
Examination
Method: Seller will organize the function test and examination within
7
days of the accomplishment of equipment’s installation. Buyer and Seller
shall appoint respective representatives to supervise all functions’ test
on site. If the result of test is acceptable, the Parties shall sign
on
the examination and test report and file such report. If any Party
refuse
to participate in the functions’ test and examination without reasonable
ground, the result of test and examination conducted by the other
Party
alone will be effective.
|
3
Rights
and Obligations of Seller
| Article 15: |
Seller
shall accomplish such equipment’s production within the three months of
Buyer paying the first installment upon the provisions of the
Contract.
|
| Article 16: |
Seller
shall deliver the equipment for transportation within seven (7) days
of
the equipment room being checked and accepted and the second installment
being paid to Seller’s account by
▇▇▇▇▇.
|
| Article 17: |
After
this Contract being effective, Seller will provide the Guidance Handbook
for Equipment Room’s Construction which is drafted according to the
related State standard and provisions. While the equipment room is
accomplished, Seller will check and accept the equipment room upon
the
blueprint and the Guidance Handbook for Equipment Room’s Construction. If
the equipment room is eligible the Equipment Room’s Check and Acceptance
Form shall be signed. If any unqualified part is found during the
process
of check and acceptance, Buyer is liable to arrange modification
and
change upon the opinion of Seller’s representative (technical staff
dispatched by the equipment’s manufacturer) until the requirements of the
Guidance Handbook for Equipment Room’s Construction are satisfied. Seller
reserve the right of re-examination. Only if the equipment room of
Buyer
complies with the requirements from the Guidance Handbook for Equipment
Room’s Construction, Seller will deliver and install the equipment
hereunder.
|
| Article 18: |
Technical
support: Seller will provide technical support to the sold equipment
hereunder. Seller will provide one-year’s guarantee to keep the equipment
in good repair from the date of the Parties executing the examination
and
test report.
|
| Article 19: |
The
followings are excluded from the scope of
guarantee:
|
1. The
fault
is caused by the maintenance of the person who is not trained and recognized
by
Seller
2. The
fault
is caused by using the computer system and its accessories provided by the
Party
other than Seller;
3. The
fault
is caused by the improper operation and maintenance of Buyer and/or the operator
of Buyer;
4. The
fault
is caused by Buyer or any third party making unwarranted design, modification
and change to the equipment’s operation system or parts without Seller’s
permission;
4
5. The
fault
is caused by natural disaster and other force majeure;
6. The
fault
is caused by the wrong which cannot be attributed to Seller.
| Article 20: |
Exclusion
of fault: Seller promise that if any fault is arising in the term
of
guarantee, the technical representative of Seller shall instruct
Buyer to
exclude the fault by fax, telephone and/or e-mail within 24 hours
of
receiving Buyer’s notice in writing. If the fault is not excluded, Seller
shall dispatch persons for on-site repair services within 24 hours
of
receiving the request in writing again, the relating expenses are
borne by
Seller. Provided the term of guarantee being expired and there is
any
fault with the equipment, the Parties shall stipulate the time of
maintenance, the service charge shall be collected according to the
Service Charge Standard made by the equipment’s manufacturer; if any part
or accessory need to be exchanged, the part or accessory shall be
charged
additional expenses according to the Price List for Part & Accessory
made by the equipment’s
manufacturer.
|
| Article 21: |
In
the term of guarantee Seller shall be responsible for regular examination
of the provided equipment’s focal qualification semiannually and shall
provide related report, any generated expenses shall be borne by
Seller.
While the term of guarantee is expired, Buyer will be charged the
expenses
of annually examining the equipment according to the Service Charge
Standard.
|
| Article 22: |
If
in term of guarantee any fault is with the equipment and its parts
and is
informed to Seller in writing, Seller must provide free maintenance
and
part for replacement; the replaced parts will be Seller’s
properties.
|
| Article 23: |
Seller
can provide services of exchanging Cobalt Resource, Buyer shall bear
relevant expenses.
|
| Article 24: |
Seller
provides four weeks’ trainings which is relevant to using the equipment
and maintenance to Buyer’s staff, the detailed training time shall be
negotiated by the Parties additionally. The content of the training
includes fundamental theory, operation and maintenance, equipment
clinic
treatment. The training fee shall be borne by Seller. In accordance
with
the training record and the result of examination, Seller shall provide
the examination results of the trainee to Buyer, and award the qualified
trainee the qualification
certification.
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Rights
and Obligations of Buyer
| Article 25: |
In
accordance with the progress confirmed by the Parties, Buyer shall
prepare
all kinds of necessary licenses for purchase and installation within
three
months of this Contract being effective, and shall provide the copies
of
such licenses to Seller; the relevant expenses and risks shall be
borne by
Buyer.
|
| Article 26: |
Buyer
shall obtain the Cobalt Resource’s transportation license and entry permit
from the Public Health, Epidemic Prevention, Environmental Protection,
and
Police Departments of the place where the equipment located, and
shall
provide the duplicate of the permission to Seller; Buyer shall bear
the
relevant expenses and risks.
|
5
| Article 27: |
Buyer
shall accomplish relevant work upon the progress regulated in this
Contract. If Buyer’s delay causes the equipment and/or its accessories
cannot be delivered on time, the time of Seller delivering and consignment
shall be deferred accordingly, and Buyer shall bear relevant expenses
and
risks. However, such defer cannot effect Buyer pay the consideration
upon
the provisions of this Contract.
|
| Article 28: |
Buyer
shall arrange the user of the equipment to dispatch three persons
to join
the equipment’s operation training organized by Seller, and shall ensure
that the equipment’s operator is the person who obtains the qualification
certification in the training.
|
| Article 29: |
Besides
the treatment system clinic operation staff, there shall be a radiation
physics staff and a professional mechanical and electric maintenance
staff
arranged by the equipment’s user for operating the
equipment.
|
| Article 30: |
Buyer
shall require the user to comply with the Quality Guarantee Procedure
and
the Operation Handbook which are provided by Seller to process the
work
hereunder.
|
| Article 31: |
Buyer
shall require the user to provide the clinic data of the clinic treatment
cases to Seller periodically upon Seller’s
requirements.
|
| Article 32: |
Buyer
shall keep confidential for all trade secrets which are relating
to the
equipment provided by Seller and not used in public, such as detailed
technical data and commercial data. Whenever the above mentioned
materials
only can be used for this Contract’s performance and be exchanged among
the persons relevant to this product; Buyer shall bear the consequence
and
result of the dispute caused by the
disclosure.
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Modification
and Termination
| Article 33: |
This
Contract and its appendixes may be modified or supplemented only
after the
Parties have executed and stamped for
confirmation.
|
| Article 34: |
The
Parties may decide to terminate the Contract ahead of time by mutual
consent and make a written document with the Parties stamps
hereof.
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| Article 35: |
While
any Party request to modify or terminate this Contract, the Party
proposing such modification or termination shall notify the other
Party in
writing; the other Party shall answer such request in writing within
three
(3) days of receiving the written notice, otherwise the deferment
and no
answer will be regarded as tacit
acquiescence.
|
6
Liability
for Breach of Contract
| Article 36: |
If
Seller cannot deliver the goods on time the payment of the third
installment paid by ▇▇▇▇▇ can be deferred accordingly. If the goods’
delivery is deferred 30 days, it will be regarded as Seller unable
to
deliver the goods, and ▇▇▇▇▇ has the right to terminate this Contract
and
request Seller to return the paid amount; simultaneously, Buyer has
right
to request Seller to pay the fine for breach of this Contract amounting
to
0.05% of the paid amount per day.
|
| Article 37: |
Provided
Buyer cannot pay all or party of the amount on time, Buyer shall
pay the
fine amounting to 0.05% of the deferred payment per date, and the
delivery
date of Buyer may be deferred accordingly. If such default exceeds
thirty
(30) days, it will be regarded as Buyer breaching the Contract and
Seller
has the right to take back the delivered equipment; if the product
has
already been delivered and used, Buyer shall be liable for the equipment’s
cease, any losses and liabilities caused by Buyer deferring its payment.
Seller shall have the right to claim the compensation from the defaulting
party.
|
| Article 38: |
Should
a Party be directly prevented from performing this Contract or be
delayed
in performing this Contract by an event of force majeure, such as
earthquake, typhoon, flood, fire and war and other unforeseen events,
the
happening and consequences of which are unpreventable and unavoidable,
the
affected Party shall notify the other Party by cable without delay
and,
within fifteen (15) days thereafter, provide detailed information
regarding the event of force majeure and valid certificate thereof,
explaining the reason for its inability to perform this Contract.
Such
certificate as proof of the existence of force majeure shall be issued
by
the notary public office at the locality where the event of force
majeure
occurred. The Parties shall, through consultation, decide whether
to
terminate this Contract, or release part of the affected Party’s
responsibilities to perform this Contract, or delay the performance
hereof.
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Dispute
Resolution
| Article 39: |
Any
dispute arising out of this Contract or from its performance shall
be
resolved through friendly consultation between the Parties. If the
dispute
cannot be resolved, the dispute shall be submitted to the arbitration
committee in accordance with its arbitration proceeding and rules.
The
arbitral award shall be final and binding upon the
Parties.
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Contract’s
Effectiveness and Miscellaneous
| Article 40: |
This
Contract shall be effective on the date of the Parties’ legal
representatives executing and affixing a seal on this
Contract.
|
7
| Article 41: |
Matters
not covered in this Contract shall be dealt with in separate instruments
to be entered into by the Parties through friendly consultations.
Such
supplementary instrument shall have the same legal force as this
Contract.
|
| Article 42: |
The
terminologies or the name applied in this Contract and its appendixes
shall have the meanings as
followings:
|
1. The
Equipment: _______________ (__________ Model) which is constituted by the
mainframe, electric control system, Cobalt Resource, stereo orientation system,
and _______________ system and so on.
2. Mainframe:
the mainframe of the equipment.
3. Cobalt
Resource: Cobalt - 60 radiation resource.
4. Installing
the resource: the process of putting the Cobalt Resource into the
equipment
5. Changing
the resource: taking the old Cobalt Resource out of the Equipment and putting
it
into an empty container and processing the disposal of the wasted resources,
and
putting the new Cobalt Resource into the equipment.
| Article 43: |
Contract
Appendix:
|
1. The
equipment’s configure list
| Article 44: |
This
Contract is executed in quadruplicate. Each Party hereto shall hold
two
(2) counterparts.
|
|
Buyer:
|
Seller:
|
|
|
(Seal)
|
Seal)
|
|
|
Signature
of the Representative
|
Signature
of the Representative
|
|
Date:
|
Date:
|
8