Attached files
| file | filename |
|---|---|
| 8-K - FORM 8-K - Greatmat Technology Corp | v200800_8k.htm |
| EX-2.1 - EX-2.1 - Greatmat Technology Corp | v200800_2-1.htm |
| EX-21 - EX-21 - Greatmat Technology Corp | v200800_ex21.htm |
| EX-3.2 - EX-3.2 - Greatmat Technology Corp | v200800_ex3-2.htm |
Exhibit
10.1
Exclusive
Manufacturing Agreement
This
Agreement is entered into on June 30, 2004.
The
Parties to this Agreement are：
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（1）
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Greatmat
Technology (HK) Ltd, (a limited liability company incorporated and
existing in accordance with the laws of Hong Kong), and its registered
address is: Unit 2102-03, 21/F Kingsfield Centre, 18-20 Shell Street,
North Point, Hong Kong (hereinafter referred to as “Party
A”).
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（2）
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Yunfu
Changyi Stone Factory, (a company incorporated and existing in accordance
with the laws of the People’s Republic of China), and its registered
address is: Hekou Stone Industrial Park in Yuncheng District, Yunfu City,
Guangdong Province, People’s Republic of China (hereinafter referred to as
“Party B”).
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Whereas
Party B is an enterprise specializing in the processing of stone materials, is
able to provide manufacturing and processing services to Party A for Party A’s
stone products with appropriate technology, equipment, personnel, and other
resources.
Party A
agrees to appoint Party B as Party A’s exclusive processing factory to process
Party A’s GM brand artificial quartzite. Party B agrees to accept Party A’s
appointment to become Party A’s exclusive processing factory and undertakes to
provide manufacturing and processing services to Party A’s products
only. Through negotiation and consultation, the Parties have agreed
to enter into this Agreement to stipulate the Parties’ rights and
obligations.
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1.
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Interpretation
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1.1
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In
this Agreement, unless the context otherwise requires, the following terms
shall have the following meanings:
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“China” means the People’s
Republic of China (for the purposes of this Agreement, excluding Hong Kong,
Macao and Taiwan).
“Processing Business” means
the business in which Party B processes Party A’s Products.
“Party A’s Products” means the
products which Party A requires Party B to process from time to time and Party B
is able to process under current conditions, including but not limited to the
products of GM brand artificial quartzite.
1
“Party A’s Articles” means
machines, equipment, tools, molds, installments, raw materials, spare parts,
packaging materials, semi-finished products provided by Party A to Party B and
finished products, defective products, remainders, and scraps which have been
processed by Party B and whose prices have been paid, etc.
“Processing Period” means the
period from the date of appointment of processing by Party A as stipulated in
the orders issued by Party A to Party B to the date when Party B has completed
the processing and delivers the finished products to Party A.
“Processing Place” means the
place where Party B manufactures and processes Party A’s Products.
“Specific Warehouse” means the
warehouse which Party B specifically provides to store Party A’s
Products.
“Party A’s Property” means
Party A’s Articles, and any patents, trademarks, copyright, designs, know-how
and other intellectual property rights which are related to the Processing
Business and belong to Party A.
“Records of Products” means
the accurate and detailed written records which are made by Party B to record
the names and quantities of the products and articles transferred between the
Specific Warehouse and the Processing Place, and the names and quantities of the
products and articles sent out and delivered between the Specific Warehouse and
Party A.
“Agreement Period” means this
Agreement will terminate at the end of five years from the date on which it is
executed.
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2.
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Processing
and Manufacturing Business
Appointed
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2.1
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The
machines and equipment which Party B shall use for processing Party A’s
Products: Party A shall provide machines, equipment, raw materials,
trademarks , logos, and packaging designs used on the products, and
packaging materials, etc. Notwithstanding the above stipulation, Party B
shall arrange and prepare any other necessary accessory materials,
consumables, tools, and materials which needed for processing and
manufacturing Party A’s Products.
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2
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2.2
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Party
A shall place written orders and provide samples to Party B when Party B’s
processing services are needed by Party A. The orders shall list the
product’s name, quantity, specification, nature, price, technology
required for processing, processing period, liability for breach of
contract, raw materials, spare parts, packaging materials, and other
necessary materials and their quantity which Party A will provide to Party
B, allowed maximum consumed quantity of materials, cost for use of one
more spare part if Party B exceeds the allowed maximum consumed quantity
of materials, and processing fee, etc. The orders shall become
part of this Agreement and shall have the same legal effect as this
Agreement.
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2.3
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Party
A shall provide Party B all the raw materials, spare parts, packaging
materials and other necessary materials in accordance with the list
indicated in the orders. Unless with a written consent from Party A, Party
B shall not substitute the raw materials and spare parts which Party A
provides with any raw materials and spare parts from its own or any other
factories. The accessary materials and consumables which are needed to
complete the processing of the products in the orders shall be provided by
Party B and their quality and quantity shall be guaranteed by Party
B.
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2.4
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Party
B shall not at any time move Party A’s Articles, which under Party B’s
control, to places other than the designated Specific Warehouse and
Processing Place without Party A’s
consent.
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2.5
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Party
B agrees that Party A shall have the right to inspect Party B’s processing
procedures and methods with Party B’s consent at reasonable time before or
during Party B’s processing. Party B guarantees that it will not deviate
significantly the processing procedures and methods which the Parties have
agreed and accepted. Party B should bear all the costs and expenses due to
its deviation of the above mentioned processing procedures or methods
without Party A’s consent during processing, including but not limited to
rework, customer’s claims if Party A is not able to deliver on time or
fails to deliver, direct losses claimed by customers,
etc.
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2.6
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Party
B agrees that Party A shall have the right to assign its employees or
representatives to station in Party B’s factory. Party A’s employees or
representatives shall have the right to inspect the Specific Warehouse,
Records of Products, semi-finished products, processing procedures and
methods, processing technology, equipment, and quality control which Party
B adopts, and to request Party B to do corrections, amendments, and
remedies as to matters which the Parties consider inappropriate, incorrect
or incompliant, and Party B shall do such corrections, amendments, and
remedies on a timely basis upon the request from Party A’s employees or
representatives.
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2.7
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Party
B shall retain and recycle the packaging materials provided by Party A
based on the principle of economy. Party B shall try to avoid unnecessary
waste of packaging materials.
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3
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2.8
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Party
B shall ensure that there are enough Specific Warehouses, Processing
Places, and workers to complete the Processing Business assigned by Party
A on time with required quality.
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2.9
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The
processing fee shall be determined by both the Parties when Party A places
orders to Party B. Party A shall pay to Party B 30% of the processing fee
in the orders as deposit when Party A places orders to Party B. The
remaining amount of the processing fee shall be paid after Party A’s each
satisfied inspection of Products and before
delivery.
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2.10
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Processing
Quantity. Party A shall guarantee to provide not less than 100,000 square
meters’ Processing Business to Party B each year (the processing fee shall
be determined and agreed by the Parties), or Party A will compensate Party
B RMB5,000,000.
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3.
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Obligations
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3.1
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Apart
from other obligations hereunder, Party A
shall,
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i).
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provide
Party B necessary management and technology support upon Party B’s
requirement;
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ii).
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provide
machines, equipment, raw materials, spare parts, packaging materials, and
other required materials free of
charge;
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iii).
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deliver
machines, equipment, raw materials, spare parts, packaging materials, and
other required materials to the Specific Warehouse or Processing Place
Party B designates;
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3.2
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Apart
from other obligations hereunder, Party B
shall,
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i).
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ensure
that the Specific Warehouse, Processing Place are in good condition and
suitable for processing during the Processing
Period;
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ii).
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guarantee
that the Specific Warehouse and Processing Place will have consistent
communication, electricity, water supply and other
facilities;
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iii).
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provide
comprehensive security services to the Specific Warehouse and Processing
Place;
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iv).
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guarantee
to provide enough workers to complete the Processing Business assigned by
Party A, and examine, approve, and handle within reasonable time any
workers and management personnel whose performance is not acceptable to
Party A upon Party A’s request, and guarantee the quality and quantity of
the Processing Business;
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4
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v).
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Party
B shall pay salaries to its workers and management personnel, and provide
social insurances, benefits, subsidies, compensations, allowances,
bonuses, etc in accordance with the actual situation and
needs.
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vi).
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bear
any and all the water, electricity, communication expenses and taxes in
connection with the use of the Specific Warehouse and Processing
Place.
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vii).
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respect
and protect the Parties’ patents, trademarks, copyright, designs,
know-how, and other intellectual property rights, and keep Party A’s
patents, trademarks, copyright, designs, know-how, other intellectual
property rights and business secrets which are involved in the Processing
Business confidential.
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4.
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Transportation
and Insurance
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4.1
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Party
A shall provide raw materials, spare parts, packaging materials, and other
required materials in accordance with the stipulations hereof, and bear
the costs incurred in transportation and expenses on the purchase of
insurances.
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4.2
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Party
B may purchase insurances for raw materials, spare parts, packaging
materials, and other required materials, semi-finished products, and
finished products stored in the Specific Warehouse and Processing Place in
accordance with the actual situation and
needs.
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5.
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Representations,
Warranties and Undertakings
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5.1
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Party
A’s Representations, Warranties and Undertakings to Party
B
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i).
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Party
A is a limited liability company incorporated and existing under the laws
of British Virgin Islands;
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ii).
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Party
A’s entering into this Agreement will not violate any applicable laws、regulations、limitations、undertakings、conditions
or agreements biding upon it;
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iii).
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During
the term of this Agreement, Party A shall exclusively appoint Party B to
process and manufacture artificial stone products. Party A undertakes that
it will not appoint any other third party to process and manufacture
artificial stone products in any way until the termination of its
cooperation with Party B;
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5
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iv).
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Party
A shall pay all the prices for the processed products before taking
delivery;
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v).
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Respect
and protect Party B’s patents, trademarks, copyright, designs, know-how,
and other intellectual property rights, and keep Party B’s patents,
trademarks, copyright, designs, know-how, other intellectual property
rights, and business secrets which are involved in the Processing Business
confidential.
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5.2
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Party
B’s Representations, Warranties and Undertakings to Party
A
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i).
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Party
B is an enterprise incorporated and existing under the laws of the
People’s Republic of China, and has the full powers and legitimate right
to engage in the Processing Business for Party A’s
Products;
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ii).
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The
Specific Warehouse, Processing Place and the attached facilities have met
the standards of fire protection, security, and environmental protection
enacted by relevant governmental
authorities;
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iii).
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If
Party B fails to complete the Processing Business in the Specific
Warehouse and Processing Place on time due to external intervention, Party
B guarantees to compensate Party A any direct losses caused by the
above-mentioned intervention in accordance with the compensation clause as
stipulated in the orders (except for force
majeure);
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iv).
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Party
B shall notify Party A in writing if any variation of Party B’s operation,
business, finance, plants, employees may affect the Processing Business,
or Party B’s plants, warehouses, machines, stocks, articles will be in the
danger of seizure or detained by any governmental administrative
authorities, institutions, judicial
authorities;
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v).
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Party
B shall deliver the Processed Products with good quality to Party A on
time in accordance with the quantity as required herein and the quantity
in the orders which Party B may manufacture as negotiated by the Parties
from time to time;
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vi).
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Party
B shall not use Party A’s equipment to process any other third party’s
products without Party A’s written consent during the term of this
Agreement;
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6.
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Inspection
Standards, Delivery Time, Delivery
Place
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6.1
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Party
A shall do the products’ quality inspection and acceptance before taking
delivery of the products. The product standards in the Stone Board
Materials shall be made reference in inspection standards and in the
meantime, the products shall meet the following
requirements:
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6
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i).
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be
basically consistent with the agreed
samples;
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ii).
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the
colors of the products which are in the same batch should basically the
same;
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iii).
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there
should be no black dots on stone
surface;
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6.2
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Party
A may reject to accept or return the products if the products are found
defective or exceed order quantity during
inspection;
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6.3
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Party
B shall deliver to Party A the finished products as required in the orders
before the end of the Processing Period. If Party B is late in
the delivery of the products, Party B shall compensate Party A for the
losses so caused in accordance with the compensation clause as stipulated
in the orders; If Party B’s delay is caused by Party A’s or the company
designated by Party A’s not providing the raw materials, spare parts,
packaging materials, or any other materials listed on relevant orders or
not paying the processing fee on time, Party B shall be exempted from
compensating Party A’s
losses.
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6.4
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Delivery
place: Party B’s plant or the Specific
Warehouse.
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7.
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Property
Title
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7.1
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Party
A is the sole and absolute legitimate owner of Party A’s Property during
the term of this Agreement. Party B shall take all the necessary measures
to ensure that Party A’s Property title is clear and will not be
infringed. If Party A’s Articles in the Specific Warehouse and
Processing Place are seized or detained by any governmental department due
to any reason caused by Party B, Party B shall be responsible for any
explanation, certification or proof to relevant governmental department
that the title of the Party A’s Articles belongs to Party A, and shall
make every effort to make the seizure or detainment
released.
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7.2
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In
any circumstances, without Party A’s consent, Party B shall not offset any
expenses with Party A’s Articles, nor dispose of Party A’s Articles in any
other way. All Party A’s Articles shall be returned to Party A in case of
termination of this Agreement for whatever
reasons.
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8.
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Renewal
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8.1
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This
Agreement will automatically be renewed upon the expiration date
unless either one party raises objection to the renewal of
the Agreement.
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7
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9.
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Termination
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9.1
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This
Agreement shall be terminated when the term of this Agreement expires in
addition to the termination as stipulated under Clause 9.3
herein.
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9.2
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Unless
the circumstances occurred as listed in Clause 9.3 herein, if any Party
proposes to terminate this Agreement during the term of this Agreement,
the proposing Party shall give the other Party a prior written notice of
termination no less than one
month.
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9.3
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During
the term of this Agreement, each Party shall have the right to notify the
other Party in writing to terminate this Agreement, when any one of
following occurs:
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i).
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if
the breaching Party fails to make any remedy within 14 days after the
non-breaching Party sends a written notice to it requesting remedies for
breach of contract, which can be remedied, in case of breach of any
stipulation of this Agreement by the breaching
Party;
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ii).
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if
Party B is in liquidation, whether compulsory or voluntary
;
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iii).
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if
Party A fails to provide Party B with the agreed amount of business for
processing as stipulated herein, make the payments and violate all the
stipulations herein, Party B shall have the right to terminate this
Agreement;
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10.
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Breach
of Contract
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10.1
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If
any Party’s breach of this Agreement causes any losses to the other Party,
the breaching Party shall compensate the non-breaching Party for any
losses so caused; If both Parties are in breach, each Party shall be
responsible for the part of losses caused its breach in accordance with
the actual situation;
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11.
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Settlement
of Disputes
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11.1
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Should
any dispute and claims relating to this Agreement arise, the Parties shall
seek to settle them through friendly negotiation. Each Party may submit
the dispute to a local court for settlement in case the dispute is not
settled in the manner accepted by the Parties within 30 days of receipt of
the notice of the disputes.
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11.2
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The
Parties shall continue to exercise their rights and carry out their
responsibilities herein respectively except for the matters in dispute
after the dispute arises;
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12.
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The
Parties shall clear their payments when the term of this Agreement
expires.
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13.
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The
Parties shall refer to the written signed records during the term of this
Agreement.
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14.
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Others:
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14.1
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This
Agreement is drafted in Chinese.
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14.2
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The
formation, validity, interpretation, implementation of this
Agreement and any disputes arising out of this Agreement shall be governed
by the laws of China.
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14.3
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No
failure on the part of any of the Parties to exercise, and no delay on
each of their part in exercising, any
right or remedy under this Agreement will operate as a waiver thereof, nor
will any single or partial exercise of any right or remedy preclude any
other or further exercise thereof or the exercise of any other right or
remedy. Nevertheless, the laws of China shall be
applicable.
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14.4
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Unless
otherwise stipulated herein, neither Party may assign partly or fully its
rights or obligations under this Agreement without the written consent of
the other party.
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14.5
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This
Agreement constitutes the whole agreement related to the Processing
Business between the Parties, and substitutes all preceding discussions,
negotiations, and agreements between the
Parties.
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14.6
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Any
notice or demand that one Party sends to the other shall be written in
Chinese, and sent to relevant parties by mail or facsimile swiftly. In the
case of facsimile, the air registered mail shall be sent to confirm
afterwards. Any notice or mail sent under this Agreement shall be deemed
served and arrived by addressee in following
conditions:
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1) In the
case of mail, the mail should be delivered to the right address;
2) In the
case of facsimile, the fax machine shows fax completed or any other signal that
indicates the fax is completed.
9
Party
A:
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Address:
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Unit
2102-03 21/F Kingsfield Centre 18-20 Shell Street North Point Hong
Kong
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Recipient:
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Chris
So
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Party
B:
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Address:
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Hekou
Stone Industrial Park in Yuncheng District, Yunfu City, Guangdong
Province.
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Recipient:
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Zeng
Xian Yi
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14.7
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This
Agreement shall come into effect after the authorized representatives from
both Parties sign and the company chops of each Party are
affixed.
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This
Agreement is executed by the authorized representatives of the Parties on the
date as indicated on the first page of this Agreement.
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Party
A:
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Greatmat
Technology (HK) Limited
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Authorized
Representative:
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Party
B:
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Yunfu
Changyi Stone Factory
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Authorized
Representative:
10