Procare International Co., Limited Project Contract
EXHIBIT 10.1
Shangwei Village Base, Ruhu Town, Huicheng District, Huizhou City, China Land-based aquaculture system construction project contract
Party A: PROCARE INTERNATIONAL CO., LIMITED
Hong Kong Business Registration Certificate Number: 68196695-000-09-19-2
Party B: GRAND SMOOTH INC LIMITED
Hong Kong Business Registration Certificate Number: 63665725-000-08-19-3
Party A is to Party B regarding the land-based aquaculture system project contract of Shangwei Village Base, Ruhu Town, Huicheng District, Huizhou City, Guangdong Province, China, in accordance with the relevant laws and regulations of the People's Republic of China Contract Law and the specific circumstances of the project, following equality, The principles of fairness and good faith, after friendly negotiation between the two parties, the two parties signed this contract and obeyed it together.
Article 1 Contract Project Contents
1. Project name: Land-based aquaculture system construction.
2. The project content includes the design cost, labor cost, material cost, transportation cost and technical service fee of the land-based breeding system, including the production of the land-based breeding system, the system inlet and outlet pipeline system (excluding the main water inlet and drainage pipeline), and the site. install service.
3. Technical specifications and drawings: According to the specifications of land-based breeding systems.
4. System parameters: The water body of a single breeding system is 100m³, the breeding density is greater than or equal to 50kg / m³ (refer to tilapia), and the energy consumption of a single breeding system is not greater than 2KW.
5. Party A will order 6,500 sets of land-based aquaculture system from Party B. The total price of the project including the invoice is RMB 845,000,000.00.
6. If there are any additions or reductions to the above-mentioned contract content, the project will be adjusted according to the actual amount of the project. The two parties will sign a supplementary agreement based on the additions or reductions.
Article 2 Product Delivery
1. Delivery place: Shangwei Village Base, Ruhu Town, Huicheng District, Huizhou City, Guangdong Province, China.
2. Delivery method: Party B delivers and transports to the designated place.
3. Delivery time: agreed by both parties (the specific delivery time shall be adjusted according to the actual situation).
4. The basic conditions for Party B's entrance construction (site compliance specifications)
(1) Party A is responsible for relevant procedures for statutory declaration and approval. Party
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A is responsible for perfecting land use procedures, environmental protection, planning and other legal procedures for site selection.
(2) Party A shall coordinate and urge the people's government of Ruhu Town to make the three links and leveling of the site selection within the agreed period after the formal contract is signed. The specific time shall be subject to the time agreed in the formal contract. The three links and one level of the site include: Access: Can pass 12m flat transport truck and own crane; Water supply: Water source water quality is stable and available for a long time, the flow is 200m³ / H; Power supply: 380V and 220V power supply is required on site ..
(3) The terrain on the site is flat and open, and has strong wind and flood protection capabilities to ensure that the area where the farm system is placed will not be flooded during the flood season.
(4) The foundation on which each breeding box is placed requires a flat body that can bear 100T (each breeding box covers an area of about 60 square meters).
Article 3 Product Quality Assurance
1. Product quality requirements: Party B designs construction drawings according to the design plan determined by the review, strictly follows the construction drawings, and meets the national / industry quality standards.
2. Change processing method: If Party A delays the delivery time, Party B shall be notified in writing 3 days before the delivery deadline. If Party A needs to change the specifications, models, quantities, and colors of the products ordered, it must notify Party B in writing [7] days in advance. After written confirmation from Party A and Party B, Party B can only adjust the contract amount for the price difference caused by changes in specifications, models and quantities, but shall not charge other fees for Party A's change. If Party A delays delivery due to Party A's change in the specifications, quantity, and color of the goods, Party A shall be exempt from Party B's liability.
3. Product warranty agreement: Please refer to the appendix for the total contract warranty period. The warranty period attachment will be provided within one month after signing the contract. The warranty period starts from the date of delivery. During the warranty period, if the product has a quality problem (except for defects caused by the quality of the product itself or defects caused by non-Party's operating responsibility), Party B is responsible for the free replacement and repair of parts. Due to Party A's improper operation caused damage and loss or repair and maintenance outside the warranty period, Party B can provide repair and maintenance services, Party B charges fees according to the corresponding materials and labor costs.
4. Party B provides free training services for the use of products and systems, and systematically trains the operators of Party A to ensure that the trainees are proficient in the system operation skills and the system can operate well.
Article 4 Payment Methods
1. Within [5] working days from the date of contract signing, because Party B must customize PE sheets, filtering equipment, facilities, accessories, etc. of foreign companies, Party A shall pay Party B [40%] of the total contract price as a prepayment for the project. After the filtering equipment is in place and before installation, Party A pays [40%] of the total contract price to
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Party B as the project progress payment; before the system is commissioned, Party A pays [20%] of the contract total price to Party B as the project final payment.
2. Collection account information
Company Name: GRAND SMOOTH INC LIMITED
Company Address: Room B, 6 / F, TEDA Commercial Building, 87 Wing Lok Street, Sheung Wan, Hong Kong
Bank: HSBC
Account: 741254916838
Article 5 Communication Address
1. According to this contract, all notifications required by one party to the other party, as well as the files between the two parties, and notifications and requirements related to this contract, etc. must be in written form (letter, fax, email, face-to-face delivery, etc.) transfer.
2. The communication addresses of all parties are as follows
Party A: 11F, Capital Centre, 151 Gloucester Road, Wanchai, HK
Party B: FLAT B 6 / F TEDA BUILDING 87 WING LOK STREET SHEUNG WAN HK
3. If one party changes the notice or communication address, it shall notify the other party in writing within 7 working days from the date of change; otherwise, the unnotified party shall bear the relevant liabilities arising therefrom.
Article 6 Confidentiality Provisions
The two parties to this agreement have agreed that they have the obligation to keep confidential the relevant information of the other party obtained during the signing and implementation of this agreement, and shall not disclose it directly or indirectly to any third party without the need to perform this agreement or without the written consent of the other party; Further confirms that it will take all necessary measures to prevent any of its affiliates, employees, agents or any other person from illegally using or disclosing any confidential information.
Article 7 Force Majeure
1. If the contract cannot be performed due to force majeure, the contract is terminated, and the two parties are not liable, except as otherwise provided in this contract.
2. Due to force majeure, part of the contract cannot be performed or the contract is postponed, and the corresponding liability shall be waived, except as otherwise provided in this contract.
3. One party to the contract delays the performance of the contract and will not be exempt from liability due to force majeure.
4. If the occurrence of force majeure affects the performance of the contract, the party that has suffered force majeure must promptly notify the other party and submit to the other party a sufficient and valid proof of the occurrence of force majeure within a reasonable time after the end of force majeure, otherwise the corresponding liability cannot be relieved.
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5. Force majeure referred to in this contract refers to unforeseeable, unavoidable and insurmountable objective conditions. Force majeure includes war, earthquake, turmoil, falling objects flying in the air, or other explosions, fires, typhoons, etc. that are not the responsibility of Party A or Party B.
6. If force majeure occurs after one party delays the performance of the contract, the corresponding liability of the delayed performance party cannot be relieved.
Article 8 Disputes
1. This contract is governed by and construed in accordance with the laws of Hong Kong.
2. The disputes in the performance of this contract shall be settled by the parties through negotiation. If the negotiation fails, the dispute shall be submitted to Hong Kong International Arbitration Association for arbitration.
Article 9 Effect of Contract
1. This contract shall come into effect immediately after being signed by both parties or their legal representatives or their authorized representatives.
2. The original copy of this contract is in original form, and each party holds its own copy, which has the same legal effect.
Party A: PROCARE INTERNATIONAL CO., LIMITED
Hong Kong Business Registration Certificate Number: 68196695-000-09-19-2
Authorized representative: Chin-Chu Li
Signature of authorized representative:
Date of signing:
Party B: GRAND SMOOTH INC LIMITED
Hong Kong Business Registration Certificate Number: 63665725-000-08-19-3
Authorized representative: Yin-Chieh Cheng
Signature of authorized representative:
Date of signing:
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