Party A: Hubei
Jinlong Cement Co., Ltd.
Party B: Shiyan Zhuomai Trading Co., Ltd.
This Sales
Agreement (the “Agreement”) is entered into by and
between the above parties pursuant to the Contract Law of the
People’s Republic of China.
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Party A hereby authorizes Party B to
act as Party A’s regional distributor of cement products
manufactured by Party A (“Products”).
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Party B is hereby authorized to
distribute the Products in Chen Qu (including Zhangwan, Bailang and
Maojian, but not to major construction projects such as state
roads, railways, power stations, bridges or tunnels in the
designated region).
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Party B is hereby appointed as Party
A’s distributor for a term of one year, starting from
December 26, 2009 to December 25, 2010.
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IV. Amount of
Distribution
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It
is proposed that Party B distributes 420,000 metric tons of the
Products in the contract year with monthly distribution as
follows:
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Proposed Amount of
Distribution
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Proposed Amount of
Distribution
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Month
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(metric ton)
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Month
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(metric ton)
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20,000
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Jul.
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42,000
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6,000
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Aug.
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42,000
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24,000
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Sep.
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42,000
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38,000
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Oct.
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42,000
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40,000
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Nov.
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42,000
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42,000
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Dec.
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40,000
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1.
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Party A guarantees that the quality
of Products meets the state-set standards (GB175-2007) and Party A
shall be responsible for any damages caused by quality related
issues of the Products other than damages caused by Party B due to
mishandling in shipping and storage.
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2.
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Party B shall send written
notification to Party A for any questions or claims from end users
regarding the quality of Products within 2 days. Party A shall
resolve the request on the customer’s site within 48 hours to
3 days after receipt of the notification.
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1.
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Location: Party B shall take
delivery of the Products at Party A’s cement
plant.
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2.
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Party B shall ship the Products by
its own vehicle and at its own expenses.
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The
selling price of the Products shall be determined by Party A based
on the market price at the location of Party B’s distribution
region and shall be adjusted with any change of the market price.
Party A shall send written notification to Party B for any
adjustment of selling price.
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Party B shall pay cash upon taking
delivery of the Products.
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1.
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Party B shall pay a deposit of RMB
3,000,000 before the execution of this Agreement. Party A shall
return the full amount of the deposit within 15 days after
Party B fulfills all its obligations under this Agreement. No
interest shall be accrued from the deposit.
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2.
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If
the Agreement is terminated and Party B is not responsible for such
termination, Party A shall return the full amount of the deposit
within 15 days upon the termination of the
Agreement.
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1.
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If
Party B distributes 60% or more of the proposed monthly amount of
distribution, Party B is entitled to a rebate of X% times RMB10 per
metric ton of the Products sold in that month (“X”
stands for the percentage of the proposed monthly amount of
distribution).
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2.
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If
Party B distributes 100% of the proposed annual amount of
distribution in the contract year, Party B is entitled to a bonus
of RMB2 per metric ton of the Products sold.
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3.
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If
Party B distributes more than the proposed annual amount of
distribution in the contract yea
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