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Supply Agreement-english Summary Of Framework Purchase Agreement

Supply Agreement

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 This Supply Agreement involves

WONDER AUTO TECHNOLOGY, INC | Jinzhou Wonder Motor Co, Ltd

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Title: Supply Agreement-English Summary of Framework Purchase Agreement
Date: 10/30/2009
Industry: Electronic Instr. and Controls     Sector: Technology

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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:

 

I.  

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

 

 

 

 


 

 

II.   Contract Price

 

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.

 

V.  Product Warranty

 

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.

 

 

2


 

 

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.

 

VI.  Packing

 

All products provided by Party B shall be packed in accordance with the applicable national standard or sufficient for the protection of the products.

 

VII.  Delivery and Inspection

 

Party B shall deliver the products to Party A’s location and bear all delivery costs; Party B shall bear all losses or damages of products prior to delivery.

 

Party A shall inspect the products within 15 days after the receipt of the products and the inspection shall be conducted in accordance with the applicable national, departmental, industrial or other enterprise standard.

 

VIII.  Settlement of Payment

 

First time payment: Party A shall pay the purchase p


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