Exhibit 10.5
Sales Contract
Contract No.:
0274057/11S05/S10
Signed at: Beijing
Party A: Sureland Industrial Fire
Safety Co., Ltd.
Party B: Hangzhou New Epoch Fire
Protection Science & Technology Co., Ltd
In accordance with the Contract
Law of the People’s Republic of China and on basis of
honesty, credit and equality, both parties have signed this
contract with the following terms and conditions:
Article 1 Name, specification,
quantity, price and amount of commodity:
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Specification
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Unit
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Quantity
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Unit price (Yuan)
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Total price (Yuan)
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Remarks
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IG541 Fire extinguishing system
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Specification, unit, quantity and unit price is
shown in annex.
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1288364
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Total (in words): One million two hundred
eighty-eight thousand three hundred and sixty four only.
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¥:
1288364
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Article 2 Scope and
requirements
The scope of this contract includes
the whole set supply of products and supply of related documents,
technical data, packing and transportation, installation
instruction, equipment debugging as well as technical training
until such product is inspected and accepted by related authorities
of the state and the owners after operation.
Article 3 Quality standard and
technical requirements (additional technical agreement is
applicable)
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1.
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Quality
standard: must comply with related national standards or industry
standards.
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2.
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Technical
requirements:
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Article 4 Method, date and place of
delivery:
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1.
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Delivery
method: delivered by Party B;
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2.
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Date and
content of delivery: starting from October 11
th , 2005 , processing, manufacturing and
delivery of all goods specified in the contract shall be completed
within 20 days;
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3.
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Delivery place:
the construction site of Yangluo Power Plant;
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4.
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The
documentation and information offered by Party B: quality
certificate of product, qualification certificate, inspection
report, installation and debugging instruction, related drawings,
packing list, documents accompanying with the equipment and
etc.
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Article 5 Transportation means,
destination (port) and expenses
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1.
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Transportation
means: by car
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Place of loading: the warehouse of
Hangzhou New Epoch Fire Protection Science & Technology
Co., Ltd
Place of destination: the
construction spot of Yangluo Power Plant in Yangluo Economic
Development Zone of Wuhan
Consignee: Zhu Youbin
Tel.:
027-86980273
13971153127
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2.
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Freight and
related expenses: at Party B’s expense.
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3.
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Party B shall
be liable for the damage and loss of the goods during
transportation.
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4.
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The carrier
designated by Party B shall be responsible for loading and
unloading the goods at Party B’s expense. The cost of
unloading goods at the destination shall be at Party A’s
expense.
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5.
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If Party A
requires Party B to deliver through urgent (faster) method
resulting from Party B’s failure to deliver goods through the
transportation method specified by Party A, Party B shall deliver
the goods as soon as possible and bear all costs.
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Article 6 Packing
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1.
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Packing
standard: as per general standard;
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2.
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Packing
material and marking: according to Party A’s requirements,
but must be applicable for long-distance transportation, loading
and unloading, installation;
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3.
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Costs: packing
cost shall be borne by Party B;
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4.
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Party B shall
bear corresponding liabilities for the damage or loss or other
results caused by faulty packing.
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Article 7 Settlement method and
period
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1.
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Party A shall
pay 20% of total price as prepayment within five (5) days
after the validation of the contract;
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2.
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Party A shall
pay 60% of total price within fifteen (15) days after Party A
inspects and accepts the goods;
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3.
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After equipment
is installed, and it is inspected and accepted by related
authorities of the state and the owner, 10% of total price shall be
paid within fifteen (15) days;
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4.
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The balance 10%
of total price shall be quality security and be paid within fifteen
(15) days after the owner issues expiration certificate of
quality assurance period when the quality assurance period
expires;
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5.
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After Party A
receives goods, Party B shall issue value added tax invoice in full
amount.
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Article 8 Inspection, acceptance,
installation and debugging
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1.
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Inspection and
acceptance
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a.
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Inspection and
acceptance shall be conducted according to related requirements and
standards agreed in the contract; if unspecified in the contract,
it shall be conducted according to related provisions of the
Contract Law . The results of inspection and acceptance
shall be confirmed and signed by both parties.
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b.
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Party A shall
inspect and accept goods according to related requirements and
standards agreed in the contract within three (3) days after
receiving the goods, overdue shall be deeme
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