Project Construction Contract
Exhibit
10.1
Contact
No.: LHGK-2010-007
Party A:
Xi’an Hu County Yuxing Agriculture Technology Development Co., Ltd.
Party
B: Xi’an Kingtone Information Co., Ltd.
Signing
Date: August 10, 2010
Place of
Signing: Xi’an
NOW,
THEREFORE, in consideration of the Contract Law of the People’s Republic of
China, and through mutual friendly negotiation on issues in respect thereof,
both Parties hereto enter into the agreement as follows
(“Contract”):
Article
1 Project Overview
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1.
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Project
Name: Sunlight Greenhouse Automation and Weak Electricity
System
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2.
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Project
Location: Yuxing Modern Agricultural Science & Technology Park, Hu
County, Xi’an
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3.
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Project
Duration: Within three months after the commencement of the
Contract
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4.
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Scope:
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| Party B shall work on the 28 greenhouses located at Yuxing Modern Agricultural Science & Technology Park, Hu County, including the design and overall plan of an automation system, surveillance system (including greenhouse and road), background music system, surrounding protective system and integrated pipeline system; as well as purchase and construction of all the said systems. |
Party B shall ensure that the system is
reliable, complete and advanced to fulfill the user’s production
requirements.
In terms of the technical requirements
and material supply list, refer to the Project Proposal for
details.
Article
2 Quality Assurance and Technical Requirements
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1.
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The
systems and services provided by Party B shall comply with relevant
national and industry specifications and
requirements.
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2.
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All
products supplied by Party B must be brand new, original, and without
outside or inside defects.
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Article
3. Warranty and After-sale Services
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1.
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The
warranty period is within 18 months since the acceptance of the goods or
within 12 months since the acceptance of the project, whichever is
earlier.
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2.
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In
the course of the warranty period, party B shall maintain or replace the
breakdown and damaged parts incurred by non-human factors free of charge.
The damage or breakdown caused by human factors must be timely maintained
or replaced by Party B on a paid
basis.
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3.
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Beyond the
guarantee period, Party B shall provide technical service and components
on a paid basis.
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Article
4 Fees and Method of Payment
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1.
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Contract
Price: RMB 3.03 million, of which RMB 1.5 million for
equipment (with a 17% Value Added Tax (“VAT”) invoice) and RMB 1.53 million for
construction (with a construction
invoice).
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2.
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Method
of Payment
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a)
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Party
A shall pay 40% of the total contract price, RMB 1,212,000, to Party B
within five days upon the signing of the
Contract.
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b)
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Party
A shall pay 30% of the total contract price, RMB 909,000, to Party B
within five days upon the acceptance of the main
equipment.
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c)
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Party
A shall pay 25% of the total contract price, RMB 757,500, to Party B
within one month upon receiving the billing notice and inspection
documents from Party B.
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d)
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Party
A shall pay the remaining 5% of the total contract price in full, RMB
151,500, to Party B within 15 days upon receiving the billing notice from
Party B, on the condition that there is no quality problem after the
expiration of the guarantee period.
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Article
5. Place and Time of Installation
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1.
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Time:
Party B shall deliver the goods, free of charge, to the place designated
by Part A within the duration of the project per the Contract. Part B
shall provide installation, testing, training, and technical support
services to Party A.
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2.
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During
installation, all imported products must have inspection certificates
issued by Import and Export Commodities Inspection Department of the
State; all domestic products must have factory
certification.
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3.
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Place:
as designated by Party A.
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Article
6. Obligations of Both Parties
Party A’s
Obligations
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1)
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Supply
Part B with water, electricity, and temporary storage room, and
construction site;
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2)
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Timely
arrange the payment of the contract amount to Party
B;
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3)
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Assist
Party B to solve specific problems during the construction
period;
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4)
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Fulfill
its obligations under the Contract.
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Party B’s
Obligations
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1)
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Complete
the construction in due time;
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2)
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Construct
as per the drawings;
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3)
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Construct
should proceed timely per the
Contract;
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4)
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Construct
per the engineering design, and in accordance with the relevant provisions
issued by the State;
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| 5) | Cooperate with the staff or delegate from Party A for regular inspection and testing. |
Article
7. Responsibilities of Both Parties
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1.
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Party
A is responsible for all the losses, including economic loss, resulted in
terms of breaching its obligations under the
Contract.
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2.
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Party
B is responsible for all the losses, including economic loss, resulted in
terms of breaching its obligations under the
Contract.
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Article
8. Delay of the Project
The
starting date is as set and agreed upon by both parties, with a construction
term of three months. Shall the following events happen, the project completion
date will be postponed accordingly:
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1)
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Changes
of construction scope resulting in the increase of
workloads;
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2)
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Water
or power failure affecting the construction, but no fault of Party
B;
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3)
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Force
majeure, natural disasters;
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4)
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Other
factors in construction site which affect the construction
progress;
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5)
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Party
A’s failure to pay the construction fees per the
Contract
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Article 9 Force
Majeure
The failure of either party to perform
all or part of its obligations under the Contract due to force majeure shall not
be deemed as a breach of Contract. The affected party shall notify the other
party within ten days after the occurrence of such force majeure. After confirmed
and verified by the local authority (above county level) of the said
force majeure, the project can be postponed, be fully or partially performed between the parties hereto,
and may be partly or fully exempted from its liabilities for breach of
Contract.
Article 10 Inspection and Test
Run
Party B
shall timely provide the completion report to Party A after finishing the
project. Project completion date is set as the date when Party A
signs the completion report. The month thereafter is the test run period.
Following its expiration, if Party A has no rectification opinions, Part A shall
conduct a quality assessment, check and accept the project within 15
days.
If Party
A has rectification opinions, Party B shall conduct amendment accordingly to
meet Party A’s requirements. Party A shall then redo the quality assessment and
acceptance of the project within 15 days. Once the project meets the quality and
acceptance standards, Party A may transact quality assurance procedures. Party B
shall provide all relevant engineering documents to Party A.
Article
11 Technical Support and Services
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1.
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Once
the systems are under construction, Party B shall dispatch professionals
and technical personnel to guide the implementation in the different
stages of construction to ensure proper
progress.
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2.
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Party
B shall strictly abide by the procedures and regulations to conduct
installation and testing of the systems. Party B shall accept the
inspections or supervision from Party
A.
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3.
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Party
B shall provide technical training to the personnel from Party
A.
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Article
12 After-sales services
Party B
shall provide free maintenance services to Party A during the warranty period.
After its expiration, Party B shall provide such services by charging Party A
maintenance fee. Within the warranty period, Party B shall respond within 2
hours and dispatch the personnel to the site within 8 hours upon receiving Party
A’s notification, and conduct free maintenance.
Article
13. Liability for Breach of Contract
Party A
shall bear the liability and compensate Party B with the liquidated damages, at
ten thousandth of the total contract price, per day, in the event of failing to
timely provide the necessary instructions, confirm, approve, and fulfill its
obligations under the Contract, and failing to pay, or other conducts that
hinder the contract to be carried out, etc.
Party B
shall bear the liability and compensate Party A with the liquidated damages, at
ten thousandth of the total contract price, per day, in the event of failing to
timely provide the necessary instructions, confirm, approve, and fulfill its
obligations under the Contract, failing to deliver timely, and other conducts
that prevent the contract to be carried out. Party B shall bear
liability for the following issues: the equipment and technology provided by
Party B does not meet the technical requirements; fails to deliver projects on
time or in accordance with the quality and technical requirements as stipulated
in the Contract; does not provide equipment warranty services.
Article
14 Alternation and Termination of the Contract
Unless
otherwise specified under the Contract, no party can alter, terminate or cancel
the Contract without consent from the other party.
If
continuing to perform the Contract will damage the national and public
interests, both parties should alter, suspend, or terminate the Contract. If
both sides cannot reach a settlement on this issue, they shall solve the dispute
according to Article 15 of this Contract.
Article 15 Miscellaneous
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1.
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The
laws and regulations in the People’s Republic of China are applicable to
the Contract. Any disputes arisen during the execution of the Contract
herein shall be settled through friendly negotiation by the two parties.
Otherwise, the disputes can be solved through arbitration by Xi'an
Arbitration Commission;
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2.
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The
Contract can be altered, added or adjusted upon written notice, and
becomes effective upon signing and sealing by the two
parties;
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3.
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The
Contract shall have four copies, two copies for each party. The Contract
shall enter into force upon signature or sealed by two
parties.
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Party
A:
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Party
B
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Xi’an
Hu County Yuxing Agriculture
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Xi’an
Kingtone Information Co., Ltd (Seal)
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Technology
Development Co., Ltd. (Seal)
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Address:
North Xi’an Village,
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Address:
▇▇.▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇,
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▇▇▇▇▇▇▇
▇▇▇▇, ▇▇ ▇▇▇▇▇▇
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Borough
A, Block A , 3rd floor, Xi’an
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Xi’an, Shaanxi
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Shaanxi
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Legal
Representative:
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Legal
Representative:
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Appointed
Representative: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
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Appointed
Representative: ▇▇▇▇ ▇▇▇▇▇
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Telephone:
▇▇▇-▇▇▇▇▇▇▇▇
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Telephone:▇▇▇-▇▇▇▇▇▇▇▇
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Issuing
Bank: SPD Bank Xi'an Branch
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Issuing
Bank: SPD Bank Xi'an Branch
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in
Xi’an High-tech Development Zone
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in
Xi’an High-tech Development Zone
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Bank
Account: 72040158000017563
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Bank
Account: 72040158000007060
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Signing
Date: August 10, 2010
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Signing
Date: August 10, 2010
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