SALES AGREEMENT
THIS AGREEMENT entered into this 2nd day of April, 2014 by Mokia Communication
Corporation, a company organized and existing under the laws of the Republic of
China, having its principal place of business at 1 Nantai Street, Yung Kang, Tainan,
Taiwan, ROC (hereinafter called the “Seller”) and STU Elec. Corporation, a company
organized and existing under the laws of the U.S.A., having its principal place of
business at S203 145th Avenue, Manhattan, New York 10007 U.S.A. (hereinafter
called the “Buyer”);
WITNESSETH:
WHEREAS, the Buyer requires a supply of NA-001 smart phones hereinafter more
particularly specified (hereinafter called the “Products”);and
WHEREAS, the Seller is desirous of selling the Products to the Buyer;
NOW, THEREFORE, in consideration of the foregoing and the obligations hereunder,
the parties hereto agree as follow:
Article 1. DEFINTIONS
In this Agreement, the following terms have the following meanings:
(a) “Dollars” means the lawful currency of the United States of America.
(b) “Product” means NA-001 smart phones to be produced and supplied by the Seller
in accordance with the Specifications.
(c) “Specifications” means the specifications of the Products set forth in Article 4
hereof.
Article 2. SALE OF RODUCTS
The Seller shall sell to the Buyer the Products subject to the terms and conditions
hereunder.
Article 3. QUANTITY
The Seller shall sell to the Buyer the Products in the following quantity:
10,000 pcs
Article 4. SPECIFICATIONS
The Specifications of the Products shall be as follows:
-Dual-core A5 chip -Lens with a larger f/2.4 aperture
Article 5. PRICE
The price for the Products to be sold hereunder shall be US$200/pc CIF New York
(hereinafter called the “Price”). The exchange rate is based on US$1:NT$30. Any
devaluation of the US dollar to the New Taiwan dollar at the time of negotiating shall
be for BUYER’s account.
Article 6. PAYMENT
The Buyer shall pay the Price to the Seller, by irrevocable L/C at sight.
Article 7. DELIVERY
The Seller shall ship the Products from Keelung, Taiwan to New York, U.S.A. by 10th
day of May, 2014.
Article 8. TITLE AND RISK
Title and all risks of loss or damage to the Products shall pass from the Seller to the
Buyer when the Products have passed the ship’s rail at the loading port.
Article 9. ARRANGEMENT OF SHIP
The Seller shall arrange a ship for the transportation of the Products.
Article 10. MARINE INSURANCE
The Seller shall, at its own expense, insure the Products for the period of the
transportation thereof in the amount of the Price plus ten percent (10%) thereof.
Article 11. INSPECTION
All Products ordered are subject to inspection by the Buyer.
Article 12. WARRANTY
1. The Seller warrants that the Products shall conform to the Specifications. No
other warranties including without limitation warranties of merchantability or
fitness for any particular purpose are made by the Seller.
2. In no event shall the Seller be liable for any indirect or consequential damage
including but not limited to damage to the Buyer’s property resulting from the
use, transportation, sale or storage of the Products.
Article 13. PATENT INFRINGEMENT
The Seller shall indemnify and hold the Buyer harmless from any liability for
infringement of patent, trademark, design, copyright or any other intellectual
property rights in the Products; provided, however, that the Buyer shall be liable for
any such infringement if the Buyer knew or should have known of the possibility of
such infringement.
Article 14. TERMINATION
Either party may terminate this Agreement by notifying the other party in writing;
(a) if the other party winds up or goes bankrupt, or
(b) if the other party breaches any provision hereof.
Article 15. FORCE MAJEURE
1. The Seller shall not be liable for any delay, nonperformance or any other default
in performance of the obligations hereunder due to the occurrence of any event
of force majeure, which includes prohibition of exportation, operation of laws,
regulations and orders, war, riot, strike, fire, explosion, flood, typhoon, hurricane,
tidal wave, earthquake, act of God, and any other causes beyond the reasonable
control of the parties.
2. On the occurrence of any event of force majeure, the Seller shall have the option
either;
(a) to extend the time of performing affected obligations during such period as
the event of force majeure continues, or
(b) to terminate this Agreement.
If the Seller exercises such option, the Buyer shall accept such extension of time or
termination, as the case may be without any claim against the Seller.
Article 16. TAXES
The Buyer shall bear ant taxes, import duties or any other charges in connection
with the performance hereof.
Article 17. ASSIGNMENT
The Buyer shall not assign the whole or any part hereof to any person without
obtaining the prior written consent of the Seller.
Article 18. NOTICE
All notices hereunder shall be written in the English language and be delivered by
hand or sent airmail to following addresses:
To the Seller : 1 Nantai Street, Yung Kang, Tainan, Taiwan, ROC
To the Buyer : S203 145th Avenue, Manhattan, New York 10007 U.S.A.
Article 19. ENTIRE AGREEMENT
This Agreement constitutes the entire agreement between the parties hereto with
respect to the subject matter hereof and supersedes all prior communications and
agreements with regard to the same.
Article 20. GOVERNING LAW
This Agreement shall be governed by the laws of the Republic of China.
Article 21. ARBITRATION
Any dispute which may arise in connection with this Agreement shall, unless
settled by amicable arrangement between the parties hereto, be settled by
arbitration in Taipei, Taiwan, the Republic of China in accordance with the
Commercial Arbitration Rules of the Commercial Arbitration Association of the
Republic of China.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their duly authorized representatives in duplicate as of the day and year
first above written, each party retaining one.
The Seller : Mokia Communication Corporation
Tom Cruise
Name : Mandy Huang
Title : Sales manager
The Buyer : STU Elec. Corporation
James Liu
Name : Julia Yeh
Title : Purchase manager