SALES AGREEMENT
This AGREEMENT is made this 10th day of May 2015 by H&J Corporation, a
company organized and existing under the laws of the State of New York, having
its principal place of business at No.30 Wall St., New York, NY, USA (hereinafter
called the “Seller”), and BABY Q Corporation, a company organized and existing
under the laws of the Republic of China, having its principal place of business at
No.649 Zhonghua Rd, Yongkang Dist, Tainan City, 710 Taiwan (hereinafter called
the “Buyer”);
WITNESSETH:
WHEREAS, the Buyer requires a supply of camera hereinafer 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 ageree as follows:
Article 1. DEFINITIONS
In this Agreemeny, the following terms have the following meanings:
a.
“Dollars” means the lawful currency of the United State of America.
b.
“Products” means camara 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. SALES OF PRODUCTS
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
___1,000
sets______________
Article 4. SPECIFICATIONS
The Specifications of the Products shall be as follows:
Max resolution 3648x2736, Sensor size 1/1.7 “ (7.60x5.77mm, 0.43 cm²)_
Article 5. PRICE
The price for the Products to be sold hereunder shall be US $250 / set FOB
U.S.A _
Dollars (hereinafter called the ”Price” )
Article 6. PAYMENT
The Buyer shall pay the Price to the Seller within fifteen (15) days after the date of
the shipment of the Products under Article 7 hereof, by way of wire transfer to the
following bank account held by the
__________By L/C, at sigh__________
Article 7. DELIVERY
The Seller shall ship the Products from New York, U.A.S to KaoHsiung, Taiwan
within twenty (20) days after receipt of L/C at sight.
Article 8. TITLE AND RISK
Title and all risks of loss pr 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 Buyer shall, at its own expense, insure the Products for the period of the
transportation thereof in the amount of the Price plus 15 percent (15%) thereof.
Article 11. INSPECTION
All Products ordered are subject to inspection by the Buyer. According to the
samples sent by the seller on May 3.
Article 12. FLUCTUATIONS OF FREIGHT, INSURANCE PREMIUM,
CURRENCY, ETC.
(1) It is agreed that the prices mentioned herein are all based upon the present
IMF parity rate of NT$35 to one US Dollar. In case, there in any change in such
rate at the time of negotiating drafts, the prices shall be adjusted and settled
according to the corresponding change so a as not to decrease SELLERS’
proceeds in NT Dollars.
(2) The prices mentioned herein are all based upon the current rate of freight
and/or war and marine insurance premium. Any increase in freight and/or
insurance premium rate at the time of shipment shall be for BUYER’S risks and
account.
(3) SELLERS reserve the right to adjust the prices mentioned herein, if prior to
delivery there is any substantial increase in the cost of raw material or component
part.
Article 13. TAXES AND DUTIES, ETC.
Any duties, taxes or levies imposed upon the goods, or any packages, material or
activities involved in the performance of the contract shall be for account of origin,
and for account of BYUERS if imposed by the country of destination.
Article14. CLAIMS
In the event of any claim arising in respect of any shipment, notice of intention to
claim should be given in writing to SELLERS promptly after arrival of the goods at
the port of discharge and opportunity must be given to SELLERS for investigation.
Failing to give such prior notification and opportunity of investigation within
twenty-one (21) days after the arrival of the carrying vessel at the port of
discharge, no claim shall be entertained. In any event, SELLERS shall no be
responsible for damages that may result from the use of goods or for
consequential or special damages, or for any amount in excess of the invoice
value of the defective goods.
Article 15. FORCE MAJEURE
Non-delivery of all or any part of the merchandise cause by war, blockage,
revolution, insurrection, vivil commotions, riots, mobilization, strikes, lockouts, act
of God, severe weather, plague or other epidemic, destruction of goods by fire of
flood, obstruction of loading by storm or typhoon at the port of delivery, or any
other cause beyond SELLERS’ control before shipment shall operate as
cancellation of the sale to the extent of such non-delivery. However, in case the
merchandise has been prepared and ready for shipment deadline but the
shipment could not be effected due to any of the abovementioned causes,
BYUERS shall extend the shipping deadline by means of amending relevant L/C
or otherwise, upon the request of SELLERS.
Article 16. ARTITRATION
Any disputes, controversies or differences which may arise between the parties,
out of , or in relation to or in connection with this contract may be refereed to
arbitration. Such arbitration shall take place in Taipei, Taiwan, Republic of China,
and shall be held and shall proceed in accordance with the rule of the Arbitration
association of Republic of China.
Article 17. PROPER LAW
The formation, validity, construction and the performance of this contract are
governed by the laws of Republic of Chine.
IN WITNESS WHEREOF, the parties have executed this contract in duplicate by
their duly authorized representative as on the date first above written.
The Seller : H&J Corporation
________Ida Ku____________
Name: Ida Ku
Title: sales manager
The Buyer : H&J Corporation
___ Ashley Yen ___________
Name: Ashley Yen
Title: President