Exhibit 10.7
(English Translation)
Sales Contract
Original
Construction unit:
Yangzhou Jinghua Living City
Real Estate Co., Ltd.
Supply unit:
Shenzhen Skyrise Technology
Co., Ltd.
Name of project:
Goods supply for intellectual
project visual intercom system of Phase III of Jinghua Living City
Real Estate
No. of the Contract:
FCG-PT-07054
Date of signing: January 5, 2009
Contract for Equipment
Supply
Party A (full name): Yangzhou
Jinghua Living City Real Estate Co., Ltd.
Party B (full name): Shenzhen Skyrise Technology Co.,
Ltd.
According to Contract Law of the
People’s Republic of China and other laws and administrative
regulations, it is decided that Party B contracts with the task of
goods supply for intellectual project visible dialogue system
equipment of Phase III of Yangzhou Jinghua Living City Real Estate
with the contract price of RMB 4,575,000 (SAY RMB FOUR MILLION FIVE
HUNDRED AND SEVENTY FIVE THOUSAND ONLY) negotiated with Party A in
the principle of equity, volunteering and faithfulness. This
contract is signed by both parties upon the agreement of supply of
this product.
I. The following documents are
the contract documents of this project (it is hereby referred to as
“contract document”).
Contract documents shall be
explanatory and understandable. The documents of this contract and
the prior explanation order are as follows:
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(1)
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Agreement of this
contract
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(2)
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Notification of signed
agreement
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(3)
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Recording note of
quotation
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(4)
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Quoted documents and appendices,
and quotation documents and appendices
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(5)
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Standard, regulation and relevant
technical documents
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(6)
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Engineering quantity
list
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(7)
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Engineering quotation note and
budget documents
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During the performance of the
contract, the written agreement or document such as negotiation and
modification of product supply once signed and stamped by both
parties shall be taken as one part of this contract.
As the appendix of the contract,
the performance guarantee is also an important part of the
contract. The contract only takes effect when the performance
guarantee is fully paid by Party B, and will be valid within one
month after the settlement of the contract.
II. All articles of the
contract shall be identified and complied with by both
parties.
III. Specification, model,
quantity and amount of products:
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Name of product
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Model
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Brand
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Quantity
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Unit
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Total amount: RMB 4,575,000 (SAY RMB
FOUR MILLION FIVE HUNDRED AND SEVENTY
FIVE THOUSAND ONLY) (including tax, see business quotation for
details of products)
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IV.
Payment of the contract cost
Terms of payment: After the
signing of contract, 5% of the total price of every bidding section
shall be paid before the order blank has been sent. 45% of
the total price will be paid within 30 days after the
arrival of goods. Within 45 days of the arrival of goods, when
the single test is finished and recognized by both parties,
15% of the total price will be paid. Within three months of the
arrival of goods, after the adjustment of system is
finished, 15% of the total price will be paid. Within 100 days of
the arrival of goods, after all the qualified products are
delivered to the property department designated by Party A, 15% of
the total price will be paid. After the quality guarantee period of
two years expires, 5% of the amount of quality guarantee
will be paid (quality guarantee period is calculated since the
complete project of all sections has been completed, checked
qualified and accepted, and delivered to the department of
property). Party B shall provide the invoice of equal amount before
every payment.
1. After the contract has been
signed, any party could not change any unit price of the contract,
no matter commodity prices rise or fall.
2. Payment of the contract
cost
(1) If the quality and date of
delivery could not meet the requirement of the contract, Party B
has no right to ask for any payment before modification.
(2) The documents of certificate of payment are as follows: a.
Party B shall deliver the delivery certificate of supplied products
to supervisor and project manager of Party A. If Party B provides
products for construction unit, the procedure of signing and
stamping of principal of construction unit is needed. b. Party B
shall deliver the product qualification certificate materials to
supervisor and project manager of Party A, such as product
qualification certificate, and report of survey. c. Legal tax
invoice
(3) The amount of contract cost or penalty shall be added or
deducted in the current progress payment.
(4) According to the application of Party B, Party A shall check
the project quantity after the documents of Article 2 have been
fully prepared. Party A shall pay the payables of current products
to Party B within 20 calendar days since the check has been
finished by Party A. The responsibility of delay of payment caused
by the incomplete document shall be resumed by Party B, which
won’t affect the progress of any project.
V. Quantity of equipment and
measurements
(1) Party A accepts that the
quantity measurements of products would be in accordance with the
qualified quantity of survey and acceptance.
(2) At least one person of both
parties shall attend the on-spot quantity measurement, which shall
be surveyed and accepted by the construction unit. Party A is the
witness. It only takes effect when the representatives of both
Party A and construction unit sign on the delivery note. Party B
shall prepare the on-spot measurement record. After the
measurement, all parties shall sign as the certificate. If the
measurement record has not been signed in time within 48 hours for
it has not been prepared by Party B. Measurement could be conducted
again if needed, the cost of which shall be resumed by Party
B.
(3) Party
B shall accept the requirement of quantity increasing of goods
supply of Party A, the specific way is: Party A sends the written
notification signed by its project manager 10 days in advance, and
Party B shall execute it after the confirmation by its project
manager.
VI.
Modification
1. When Party A proposes to
increase or reduce the quantity of equipment, the contract cost can
be adjusted. The evidence for adjustment is: the unit price in the
equipment list (after the reduction at the same
proportion)×quantity of increment or reduction. Party B shall
accept the modification of design and quantity of Party A 10 days
before the delivery date without any condition.
2.For the modification of
equipment of Party A, Party B shall provide the report of contract
cost modification within 14 days after the modification, which will
be adjusted after the confirmation by Party A. The modification of
contract cost shall be implemented as follows:
(1) If there has been the unit
price for equipment modification, the contract cost shall be
modified as per it.
(2) If there has been the unit price similar to that of equipment
modification, it could be referred to modifying the contract
cost.
(3) If there is no such price for equipment modification, Party B
shall propose proper unit price for modification, which will be
executed after the confirmation by Party A.
3. If Party B does not report the
visa modification to Party A within 14 days after the confirmation
of modification by both parties, it is considered that the
modification does not refer to the change of contract cost.
However, if this modification causes the decrement of the equipment
quantity provided by Party B, Party A has the right to adjust the
contract cost according to the actual condition.
4. The on-spot visa shall be
filled in by Party B, and Party A and supervision unit are
responsible for the check of quantity. It would take effect after
the examination by general supervisor and the project manager of
Party A. The unit price shall be reported to Party A to be
checked.
5. Party B shall not change any
content of the list agreed by the contract. The cost arising from
the design modification by Party B and the direct losses of Party A
resulted from it shall be resumed by Party B. The delayed goods
supply period will not be extended.
VII. Settlement
(1) Party B shall deliver the
settlement report and complete settlement information to Party A
within 20 days after the check and acceptance report being
recognized by Party A. If Party B does not deliver the settlement
report and complete settlement information to Party A, the
responsibility that settlement could not be implemented normally or
the amount of completion settlement could not be paid in time shall
be taken by Party B.
(2) It shall be checked within 25
days since Party A has received the settlement report and
settlement information from Party B.
VIII.
Package and protection of products
1. Party B is responsible for the
package of equipment material, which shall be designed for the
convenience of transportation and storage. The cost is contained in
the contract cost.
2. Party B shall mark the product
label on the obvious part of the product: name or trademark of
manufacturing plant, name of product, product model and
specification, number for against fake, installation part,
manufacturing date, number, packing quantity, level of product,
requirement for piling, environmental requirement for keeping,
manufacturer, etc.
3. Package shall be designed with
the functions of anti-moistening, anti-rain, anti-rust, anti-shock,
anti-corrosion, etc. according to material. Party B is responsible
for the risk of package. Any loss arising from the design,
manufacture, quality, etc. of package shall be resumed by Party B.
Party A has the right to claim if it causes the delay of
construction period, waste of human resource, etc. of Party
A.
4. The products shall be
well-bundled to prevent from being damaged during transportation.
Party A has the right to refuse the products not well-protected and
damaged, delay of construction period and all economic losses
arising from which shall be resumed by Party B.
5. Party B must provide the
specific protection measurements and installation
instructions.
6. Party B could make a sample of
bundling standard firstly and provide it to be recognized by Party
A and supervisor.
7. Party B shall be responsible
for the recycle of packing for the protection of environment. Party
B could negotiate the recycling cost with construction unit, or it
can recycle it by itself.
IX
Transportation
Party B is responsible for the
transportation of equipment and its risk of this contract. The cost
of transportation (including assembly and disassembly) and
insurance is included in the contract cost. Party A is not
responsible for any of it.
X. Delivery
1. Delivery
(1) It is agreed that goods shall
be delivered by Party B. Party B must deliver goods according to
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