EX-10.13 15 ff12019ex10-13_power.htm UNOFFICIAL ENGLISH TRANSLATION OF PURCHASING CONTRACT BETWEEN ZHUHAI POWERBRIDGE TECHNOLOGY CO., LTD AND GUANGDONG AOTONG TECHNOLOGY CO., LTD DATED AS OF MAY 7, 2015

Exhibit 10.13

 

Purchasing Contract

 

Party A: Zhuhai PowerBridge Technology Co., Ltd

 

Address: Floor D2-1, Southern Software Park, No. 1, Software Park Road, Tangjiawan Town, Zhuhai, Guangzhou; Zip Code: 519085

 

Telephone: 0756-3395666; Fax: 0756-3395667

 

Bank Name: Bank of Communications Zhuhai Branch Xiangzhou Sub-branch

 

Account No.: 444000091018000745538

 

Party B: Guangdong Aotong Technology Co., Ltd

 

Address: Room 1706-1710, Xinyuan Building, No. 898, Tianhe North Road, Tianhe District, Guangzhou

 

Telephone: 020-22821388 or 22821399 Fax: 020-22821392

 

Bank Name: Industrial Bank Guangzhou Tianhebei Sub-branch

 

Account No.: 391040100100064439

 

After friendly negotiation in the principle of free will, equality and good faith, both parties hereby enter into the Contract with below terms and conditions in accordance with the Contract Law of the People’s Republic of China and other relevant laws and rules.

 

Party A is the bid winner of the Government Public Service Platform System for Nanning Cross-border Trade E-commerce (Tender Reference No.: NNZC30052A, hereinafter short for “the Project”), and Party A has signed a contract with the Commissioning Party (hereinafter short for “Project Contract”. As one of the suppliers for the Project selected by Party A, Party B accepts the final acceptance check objective and relevant requirements about the Project. After friendly negotiation, both parties hereby enter into the Agreement with below terms and conditions (hereinafter short for “the Agreement”) for relative issues about Party B’s supply of products and relevant services to Party A.

 

 1 / 8 

 

 

I. Description about Products and Contract Price

 

No.  Name  Specification  Quantity  Unit Price   Total Price 
1  Sugon Server  Refer to Schedule List of Goods for detailed information.  6   350,000    2,100,000 
2  Sugon Server  Refer to Schedule Product List for detailed information.  4   550,000    2,200,000 
3  Sugon Disk Array  Refer to Schedule Product List for detailed information.  2   205,000    410,000 

 

RMB ¥4,710,000  In Capital: RMB Four Million Seven Hundred and Ten Thousand Yuan in Total

 

Refer to Schedule List of Goods for detailed contents.

 

II. Quality and Technical Standards

 

Implement according to the quality standards provided by the manufacturer; in the absence of any quality standard from the manufacturer, the current national standard or industry standard shall prevail. Moreover, products provided by Party B shall meet relevant requirements in the Project Contract.

 

III. Duration of the Contract

 

Delivery Date: May 10, 2015 . In case of any adjustment to the duration of the contract in the Project Contract or any adjustment in the implementation process of the Project, the adjusted date shall prevail, which should be subject to the written confirmation of both parties.

 

IV. Delivery Place and Method

 

4.1Party B shall deliver the products to below place according to the engineering progress requirements of the Project:

 

nAddress: Machine Room of Guangxi Nanning Bonded Logistics Center

 

nLiaison Person and Contract Information of Party A: Mo Jingshun 15296559309

 

4.2Party B shall inform Party A three days before the arrival of the goods, and shall provide delivery list and relevant certificates to Party A. Party A’s receipt of the goods should be subject to the written signature confirmation of the Project Manager of Party A.

 

 2 / 8 

 

 

V. Payment Methods

 

5.1       Payment Stage: according to terms and conditions in the Project Contract in connection with Party B, the payment stages are shown as below on the precondition that Party B has fulfilled relevant responsibilities and obligations regulated in the Agreement:

 

Item No.  Payment Basis  Proportion   Amount 
6  Within 15 days upon the signature of the Contract   10.6%   500,000 
2  Within 30 days after the goods have been delivered to the designated place and signed for confirmation by Party A   50%   2,355,000 
3  Within 120 days after the goods have been signed for receiving by Party A   39.4%   1,855,000 
Total  RMB 4,710,000  In Capital: RMB Four Million Seven Hundred and Ten Thousand Yuan in Total          

 

 

5.2Payment terms: Party A shall complete the payment to Party B within five working days after receiving the payment in connection with Party B from the project Commissioning Party. Party B shall provide corresponding VAT special invoice (tax rate is 17%) within three working days upon receiving the payment from Party A.

 

5.3In case Party A fails to complete the payment for goods on time, Party A shall pay liquidated damage to Party B at the amount of 3‰ of the total overdue amount for each day delayed.

 

5.4In the event that the Commissioning Party of the Project delays the payment of relevant funds to Party A, Party A shall spare no effort to push the payment, and Party B shall provide necessary assistance. Party A would not bear any liabilities for the delay in any payment of goods to Party B caused by delayed payment of the Commissioning Party of the Project.

 

 3 / 8 

 

 

VI. Commitments of Party B

 

6.1Party B shall fulfill the obligation to supply goods, guarantee the on-time arrival of goods and ensure the conformance of the quality of goods with requirements of the Agreement and Project Contract. In case of any problems, Party B shall communicate with the manufacturer in time and provide relevant technical services and supports.

 

6.2Goods supplied by Party B would implement according to relevant clauses of the after-sales service commitments of the manufacturer, and all goods supplied shall conform to relevant requirements in the Project Contract.

 

6.3Party B shall provide all services about the goods like transportation, site installation, label printing, line sorting, test, commissioning and other relevant services. Party B shall submit relevant documents to Party A, including various design drawings involved in the List of Goods, change reports, delivery notes, installation and test reports and etc. Moreover, submission of such documents shall have the signature confirmation of the Project Manager of Party A.

 

6.4Party B has the obligation to coordinate the supplier to provide technical support and consulting services to Party A in the process of service enabling, installation and commissioning.

 

6.5Working personnel of party B at the project site shall observe project management system and requirements of Party A. Party B shall designate one responsible person at the project site, and submit relevant information and written reports about the project progress according to requirements of Party A. Any major events with negative impact to the progress, quality and so forth of the Project should be informed to Party A immediately. Party B and manufacturer of Party B shall actively assist and support Party A in relevant work about project integration and project management.

 

6.6Within the scope of responsibility of Party B specified in the Agreement, Party B shall actively assist and support Party A in relevant work associated with the Commissioning Party of the Project and other suppliers.

 

6.7The Agreement has included all expenses of Party B in the Project, and Party B shall undertake all expenses arising from the implementation of the Agreement. Any increase in the expense could only be effective after both parties have signed a separate supplementary agreement.

 

VII. Provisions about Acceptance Check

 

7.1Preliminary acceptance check: preliminary acceptance check is only the preliminary verification for the comprehensive hardware environment performed after the setting of the environment. After all required goods are available, Party A shall start setting up the network hardware environment and arrange unified preliminary acceptance check for goods supplied. In the event that any appearance, specification and performance indicators of the goods supplied fail to conform to the requirements or any goods supplied have quality defects, Party A has the right to require Party Bto replace such goods or reject the corresponding goods. In such cases, Party B shall not refuse or delay in taking actions. Party A will complete the setting and test of the network environment according to the project schedule, and Party B shall provide required technical supports and assistance. The preliminary acceptance check could only be regarded as completion after the signature confirmation of Party A’s Project Manager. Party A shall inform Party B after the completion of the preliminary acceptance check.

 

 4 / 8 

 

 

7.2Final acceptance check: final acceptance check could only be passed if the Project reaches the acceptance check standard specified in the Project Contract signed between party A and the Commissioning Party. After both hardware and software of the Project are placed for on-line operation, Party A shall coordinate and organize the final acceptance check of the Project. The final acceptance check results need to signed and confirmed by Party A, Commissioning Party (owner), using party (Customs, Commodity inspection agency and so forth) and the engineering design unit.

 

After the engineering part under the charge of Party B has arrived at the Customs and passed the final acceptance check, Project Manager of Party a shall sign on the final acceptance check document for confirmation. In the event that the overall project fails to pass the official acceptance check of the Country due to problem in the engineering part under the charge of Party B, Party A would not settle any payment to Party B. In such cases, Party B shall bear all consequences in connection with the failure in passing the acceptance check and compensate all losses of Party A arising from such failure.

 

VIII. Quality Assurance Commitments

 

8.1Party B guarantees that all goods provided are new and quality products from the original manufacturers;

 

8.2Party B shall provide all accessories, ex-factory certificate, operation manual and other relevant materials of the goods according to the packing list of the original manufacturer.

 

8.3Warranty Period: Party B shall provide 5 years’ free warranty services, commencing from the signature date of both parties on the final acceptance check report.

 

8.4In the warranty period, Party B shall assume quality assurance liabilities for all software and hardware supplied by it, without any additional charge to Party A.

 

8.5In event that any goods supplied by Party B has any quality issues in the using process, Party B shall provide response to Party A within one hour upon the receiving of the fault notice, and resolve the fault in time according to relevant national standard and industry standard. In case of any major fault, Party B shall arrange personnel to the site to resolve the fault. The response time of Party B for any fault should be determined according to the principle that the normal running of the Project should not be influenced. In case of any loss caused by any fault of Party B, Party B shall bear the corresponding economic responsibility.

 

 5 / 8 

 

 

8.6If goods supplied by Party B have any fault due to quality defect in the warranty period, Party B shall arrange technicians with required professional qualification to take charge of the restoration, repair or replacement for free. Party B shall not put forward any objection against such requirements, and shall make response and resolve the fault in time according to requirements of Party A.

 

8.7In the process of acceptance check, if Party A discovers that the goods fail to meet requirements about specification, performance or technical indicators or have any quality defects or Party A has any objections to the quality of such goods, Party A has the right to require Party B to provide technical support and professional services to manufacturer, factory and supplier, including the replacement or repair of products with defects. Party B shall not refuse or delay.

 

8.8In the event that the goods with quality problems still fail to meet application requirements and technical indicators in regardless of efforts taken by Party B, Party A has the right to reject the goods. If Party A exercises the right to rejection, Party A should provide written rejection notice and description about the basis of the rejection. Party A has the right to require Party B to refund the relevant amount already paid to Party B.

 

8.9Party B’s failure in fulfilling the above obligations in the warranty period would be deemed as breach of contract. In such cases, Party B shall pay liquidated damage at the amount of 5% of the total amount of the purchase price, and Party A shall also have the right to investigate Party B's relevant responsibilities.

 

8.10In the warranty period, Party B shall resolve all quality and safety problems of the goods and undertake all relevant expenses. Party B shall provide free repair services for all damages incurred within the normal using scope caused by reasons other than malicious damages.

 

8.11After the maturity of the warranty period, Party A and Party B shall negotiate to sign a maintenance agreement. Party B shall provide spare parts and relevant services to Party A at favorable prices.

 

IX. Liabilities for Breach of Contract

 

9.1In the event that Party B fails to deliver the goods on time, Party B shall pay liquidated damage at the amount of 3‰ of the total amount of the payment for goods for each day delayed.

 

9.2In the event that Party A rejects the goods for reasons other than quality defects of the goods, Party A shall pay liquidated damage equivalent with 5% of the total payment for goods.

 

9.3If the contract could not be performed partially or wholly due to delay in the project progress caused by flood, fire and other natural disasters or force majeure events or reasons of any third parties, both parties agree to exempt the corresponding liabilities for breach of contract. The party suffering such force majeure event shall inform the other party within 10 days and submit the evidence about the exemption of obligations.

 

 6 / 8 

 

 

X. Special Regulations

 

10.1If the Commissioning Party put forward change requirements for any clauses of the Project Contract or the Commissioning Party put forward relevant requirements in the implementation process of the Project, Party A is liable for acquiring signature confirmation for such changes from the Owner and the supervision party. Party B shall assist with Party A in acquiring such confirmation, and provide relevant supporting materials for amendments caused by such changes.

 

10.2Party A is responsible for summarizing the construction contents, completing the engineering audit process and submitting the final engineering quantity settlement. Party B shall provide technical supports and commercial assistance to Party A in such processes. Audit and settlement shall be jointly participated by both Party A and Party B.

 

10.3In case of any changes of the project plan and the engineering audit and acceptance check could not be completed due to reasons of the Commissioning Party or Party A, Party A and Party B shall settle the payment according to actual construction contents completed by Party B.

 

10.4In the performance process of the contract, Party A and Party B shall fulfill their respective responsibilities and obligations and cooperate and support with each other to maintain the brands and reputation of both parties. Upon the occurrence of any major problems or any major events to be coordinated, responsible person for the Project of both parties shall submit the problem or event to top management personnel of both parties to negotiate and resolve.

 

XI. Miscellaneous Clause

 

11.1Without the consent of the other party, neither party shall transfer any rights and obligations under the Agreement to any third party. If Party B needs to transfer any rights and obligations to a third party, it shall get written consent from Party A in advance.

 

11.2Any dispute in connection with the Contract or relevant affairs should be first settled through friendly negotiation. In case no consensus could be reached through negotiation, the dispute should be submitted to the People’s Court at the signature place of the contract for judgment.

 

11.3Neither Party A nor Party B shall be liable for failure to perform the contract due to force majeure.

 

 7 / 8 

 

 

11.4Any unmentioned affairs of the Contract should be settled by both parties through negotiation. In such cases, both parties shall sign a supplementary agreement, which shall have same legal force with this agreement.

 

11.5The invalidity of any clause of the contract should not influence the validity of other clauses of this contract, which shall still have full force.

 

11.6This contract constitutes the entire agreement between the parties and supersedes all prior oral and written agreement or information in connection with this contract between the parties.

 

11.7This contract shall become effective upon the signatures and seals of both parties. The Contract shall be made in duplicate and each party shall have one copy, both of which shall have same legal force.

 

[The remainder of this page is intentionally left blank]

    

Party A (Signature Seal):   Party B: (Signature Seal):
     
     
     
     
Legal Representative /Authorized Representative   Legal Representative /Authorized Representative)
May 7, 2015   Date:

 

Signature Place: Zhu Hai

 

 8 / 8