EX-10.12 28 v180673_ex10-12.htm
Exhibit 10.12

Contract for an Integrated & Wireless Pipeline Control System
Of Shaanxi Techteam Jinong Humic Acid Products Co., Ltd

 
 Contract No.: LHJN-08-08
 
 Singing at:  Xi’an
 
Date: 2008-10-20

Party A: Shaanxi Techteam Jinong Humic Acid Products Co., Ltd
Party B: Xi’an Kingtone Information Co., Ltd
 
NOW, THEREFORE, in consideration of the mutual promises, covenants as well as agreements made by the Parties herein through mutual friendly negotiation on issues in respect of integrated pipeline control system, both Parties hereto agree as follows:

I Scope and Cost of the Project

1. Scope (refer to the Technical Agreement)

(1) Developing the automatic systematic software for production line; establishing an integrated computer network for the wireless automatic control and management; achieving the in-house and wireless automatic control and management on data collection and production.

  (2) Reforming the automatic system for the former production line so as to adapt to the control and management system of Phase II.

 (3) Responsible for the supply, installation and test of the transmitter, adjusting valve, O-type electrical ball valve, flow meter, level gauge, resistance temperature and site meters in the drawings of this project.

(4) Party B shall be liable to the purchase and assort all wires& cables, cable tray, pipeline, mobile device and other needed materials.

  (5) The official operation of all devices mentioned above can be conducted upon installation, test, technical service and after-sales service. Twelve months least after service shall be guaranteed.

2. Cost
The total cost of this project shall be five thousand two hundred thousand RMB.

 
 
 

List for the Cost:
List for the Cost of Jinong Project
Project No.                                                                             Currency: RMB
No.
  
Name
  
Quantity
  
Unit
  
Price
  
Notes
Mobile & Wireless Control and Management
1
  
Mobile Control and Management
  
1
  
set
  
200,000
    
Audio Monitoring
1
  
Audio Monitoring
  
1
  
set
  
280,000
    
Control System
1
  
Control System
  
1
  
set
  
980,000
    
Meter
Meter(Phase I)
                    
1
  
Radar hydraulic gauge
  
9
  
set
  
216,000
    
Meter(Phase II)
                    
1
  
Integrated Temperature Control
  
18
  
set
  
99,000
    
2
  
Pressure Gauge
  
20
  
set
  
14,000
    
3
  
Intelligent pressure transmitter
  
2
  
piece
  
18,000
    
4
  
Electromagnetic Flowmeter
  
33
  
piece
  
495,000
    
5
  
Radar (magnetic flap.) Level Gauge
  
15
  
piece
  
380,000
    
6
  
electrical ball valve
  
39
  
piece
  
663,000
    
7
  
UPS
  
2
  
piece
  
15,000
    
Main Installing Material
1
  
Main Installing Material (Phase I)
  
1
  
item
  
300,000
    
2
  
Main Installing Material (Phase II)
  
1
  
item
  
600,000
    
Project Cost
1
  
Installing Fee (Phase I)
  
1
  
item
  
80,000
    
2
  
Electric Reforming Fee( Phase I)
  
1
  
item
  
100,000
    
3
  
Installing Fee (Phase II)
  
1
  
item
  
760,000
    
Total
  
5,200,000
    

II. Quality requirements, technical standards, terms and conditions for products’ quality: the entire project must be suitable for the requirements of Technical Agreement and relevant standards. Party B is liable to grant 12 months’ warranty period since the project running and provide a life long warranty to all meters. Party B shall dispatch the personal within 24 hours since Party A’s calling or lodge a proposal for Party A’s approval.

 
 
 

III Delivery time, place and manner: The duration of this project is two months as of the validation of the agreement. The delivery place is the site of Shaanxi Techteam Jinong Humic Acid Products Co., Ltd, which is appointed by Party A.

IV Transportation and Logistic fees (trucks): Vehicle transport; the contract has taken such expenses as transportation and logistic fee into account.

V Packing requirement, supply and recycle of the packing material: binding package; all packing materials are non-recycle.

VI Place, standards and method of acceptance: The acceptance work is conducted in accordance with the quality standards of the contract, technical agreement and relevant national standards for acceptance.

VII Payment, Settlement and Installment, Invoice date: 30% prepayment of the project within ten days upon validation of this contract; 30% total amount of the project within ten days as of delivering the devices to the appointed place and satisfying acceptance of device; 30% total amount of the project within ten days upon satisfying acceptance of the project; the rest 10% will be regarded as the guarantee fee and pay off after the project successfully runs one year without problems.

VIII In the event Party A requires to increase or decrease the workload after the validation of the contract herein, the project can be carried out on the basis of the changed design or Party A’s alternation. Thus the total amount for the contract shall be adjusted accordingly.

IX Settlement of disputes: Any dispute arising out of, or in connection with this Agreement shall be first settled by both Parties hereto through mutual negotiation in good faith. In case no successful settlement is reached thereby, either party hereto may submit such dispute to Xi’an Commission for arbitration.

X This contract shall take effect as from the date on which the same is duly signed and sealed by both Parties hereto. This contract is made in two originals and four duplicates with each party hereto holding one (1) original and two duplicate thereof.

XI Others Stipulations
Any supplemental agreement so entered into by both Parties and this contract shall be equally authentic and each of which when duly executed shall be of equal force in law.

Validity of contract: from the effective day of the contract to the completion of the project

 
 
 

Parties hereto may revise or negotiate matters not mentioned herein.

Name of the Company(Seal)
  
Shaanxi Techteam Jinong Humic Acid Products Co., Ltd
  
Xi’an Kingtone Information Co., Ltd
Address:
  
No.6, GuhauRoad, Yangling
  
3F, Borough A, Block A, No.181 South Taibai Road
Telephone
  
029-87211523
  
029-88231591
         
Fax
  
029-87033921
  
029-88231590
         
Date
  
10/20/2008
  
10/20/2008
 
 
 
 

Acceptance Report

Name of the Project
  
Development for Jinong Integrated  & Wireless Pipeline Control System
     
Consigner(Party A)
  
Shaanxi Techteam Jinong Humic Acid Products Co., Ltd
     
Consignee(Party B)
  
Xi’an Kingtone Information Co., Ltd
     
Scope of the Acceptance
  
The developed applications provided shall be in line with Technical Agreement;
The developed applications shall fully reach the standards for utilization.
The supply, installation and test for the transmitter, adjusting valve, o-type electric ball valve, flow meter, level gauge, resistance temperature, and meters have been completed.
The supply, installation and test for the wireless, wire& cable, cable tray, pipeline, and other needed material have been completed.
All the paperwork and construction records for acceptance shall be updated and completed.
The relevant training has been fully carried out.
The project shall be completed in due time.
     
Conclusion
  
All items above are satisfying upon initial acceptance and trial operation. The official operation can be conducted upon final acceptance.
     
Party A
  
/s/Yan Zhuang       Date: 6/20/2009
     
Party B
  
/s/ Peng Zhang       Date: 6/20/2009