Exhibit 10.1
English Summary of
Framework Purchase Agreement
Party A: Jinzhou Wonder Alternative Energy
Vehicle Technology Co., Ltd.
Party B: Jinzhou Wonder Motor Co.,
Ltd.
Party C: Wang, Tianli (Witness)
Whereas, Party A and Party B are related
parties; Party C is an independent third party, a professor at the
Automobile Engineer School at the Liaoning Industry University and
has 30 years of experience in teaching, research and development in
automobile industry; this agreement is negotiated and confirm by
Party C in accordance with the business principal of
fairness.
The parties reach the framework purchase
agreement (the “Agreement”) as follows:
|
|
Subject
Matter of this Agreement
|
Party B will provide the following
products per Party A’s request (details will be set forth in
the Party A’s purchase orders):
|
Item
|
Name
|
2009
|
2010
|
|
|
|
Units
|
Unit Price/RMB
|
Units
|
Unit Price/RMB
|
|
1
|
250w
|
200
|
230-290
|
2000
|
220-280
|
|
2
|
350w
|
200
|
230-290
|
2000
|
220-280
|
|
3
|
600w
|
500
|
300-380
|
5000
|
290-370
|
|
4
|
800w
|
100
|
500-590
|
1000
|
480-580
|
|
5
|
Ancillary motor
|
200
|
260-320
|
5000
|
220-280
|
|
6
|
Total (in Ten thousand RMB )
|
1200
|
34-43
|
15000
|
390-495
|
This Agreement is a non-fixed total
purchase price agreement, Party A’s purchase price includes
fees for raw materials, processing, packing, delivering, and
possible insurance and intellectual property charge.
The purchase price should also cover
the fees for subsequent service/after-sale services/guarantees
etc.
The actual purchase price shall be
set forth in the purchase order to be confirmed by Party A and
Party B. The determination of the price shall be based
on the common practice of the automobile industry, i.e. Party
B’s gross margin shall be within the range of 20-25%, with
higher margin for smaller size of order and lower margin for larger
size of order.
Party A shall not be responsible for
the fees incurred by and from transportation workers, postage and
ancillary materials, and the aforesaid fees are included in the
price agreed by both parties.
III. Documents deemed to be Part of
the Agreement
The following ancillary documents
are deemed to be a part of this Agreement and shall have the same
legal effect as this Agreement. The ancillary documents include,
but not limited to, the following:
1. Purchase order and sales order
confirmed by both Party A and Party B;
2. Design materials provided by
Party A, if necessary;
3. Party B’s business license
and necessary production permits;
4. Certificate of
conformity, warranty and maintenance certificate and invoice, etc.
to be provided by Party B;
5. Product acceptance certificate to
be provided by Party A; and
6. Amendment to be executed by the
Parties, if necessary.
IV. Third Party Rights
Warranty
Party B shall ensure that Party A will not be
sued for breaching patent, trademark, copyright and other propriety
rights of any third party for using Party A’s products and
any part thereof. Party B shall bear all liabilities
arising from such breach and reimburse any monetary damage incurred
by Party A therefrom.
The warranty period is 18 months
commencing from the passing of product inspection.
Party B shall ensure that the
quality and specifications of the products meet those set forth in
the purchase orders. If there is no specifications
contained in the purchase orders, Party B shall ensure that quality
of Party B’s products complies with the applicable national
standard or industrial standards.
Party B shall ensure that all the
products are new and unused, and pass quality inspection, and meet
Party A’s request or the agreed standard set forth in the
Agreement. Party B shall ensure that the products are
fit for specified purpose, and shall provide maintenance and
repairing services at its own cost.
All products provided by Party B
shall be packed in accordance with the applicable national standard
or sufficient for the protection
