Purchases and Sales Contract





Party A: Changxing Chisen Electric Co.,Ltd ( hereinafter referred as to "Chisen" )





Party B: Zhejiang Changxing Ruilang Electronic Company Limited (hereinafter referred as to“Ruilang Electronic”)





Contract No.: ZJCS20101118-2





Place: Changxing, Zhejiang Province





This contract hereby is for the occasion that Chisen purchases plastic cases from Ruilang Electronic. Both parties should abide by the contract





1. Products Name, Specification, Number and Price


Products

Name

Specification

Unit

Number

Unit Price

Total

Amount

Delivery

Timeplastic case

6-10AH

set

see purchasing order

see attached



see purchasing orderplastic case

6-12AH

set

see purchasing order

see attached



see purchasing orderplastic case

6-12AH blue

set

see purchasing order

see attached



see purchasing orderplastic case

6-20AH

set

see purchasing order

see attached



see purchasing orderTotal Amount







Note: If Chisen purchases plastic cases in special specifications, both parties should negotiate about the price, meanwhile, abide by other items in this contract.





2. Quality:  Plastic cases offered by Ruilang Electronic should meet the quality standards and inspection process of Chisen. (see attached)





3. Delivery Place and Transportation Fee: Ruilang Electronic should deliver the products to the scheduled location and the fee is on Ruilang Electronic's account.





4. Deal about the Stock of Ruilang Electronic: Chisen should place orders in the circumstance that Ruilang Electronic maintains()safety stock. (Ruilang Electronic should guarantee that the safety stock should always be maintained. Once the products are delivered, Ruilang Electronic should fill with the products immediately till it exceeds safety stock.) If Ruilang Electronic cannot maintain safety stock in special occations, Chisen should be immediately notified to adjust its schedule.





5. Inspection and Acceptance: Chisen inspects all products according to its standards and procedures. After inspection, if qualified, Chisen gives qualified inspection sheet and warehouse warrant. Otherwise, Chisen could return products to Ruilang Electronic and deducts the payment accordingly.





6. Payments:


(1) Ruilang Electronic should deliver the following items to Chisen's warehouse before 25th of the ordering month.


j Inspection sheet given by Chisen


‚ Warehouse warrant given by Chisen


ƒ Delivery sheet confirmed by Chisen's warehouse





4VATinvoice with tax rate of 17% for products according to specification, quantity and amount listed in thej‚ƒ.


(2) After receiving items mentioned in (1)and recording the invoice in Chisen’s account, Chisen should pay according to 4invoice from the 10th day to 15th day four months after receiving the invoice.


(3) If Ruilang Electronic fails to deliver the (1) items to Chisen's warehouse before  the 25th day of the ordering month, the payment should be delayed one month accordingly.





7. Liabilities for Breach of Contract:


(1) If Ruilang Electronic delays over 5 days in delivery, Chisen has the right to end the contract; and Ruilang Electronic should undertake the loss caused by its delay.


(2) If Ruilang Electronic's products fail to meet the quality standards of Chisen, Chisen could return products to Ruilang Electronic and deducts the payments accordingly. If the return is over twice in one month (the 25th day of this month to the same day next month), Ruilang Electronic should pay penalty of 1% of the total amount. If over 3 times, the penalty will be 2%, and so forth. The penalty could be deducted directly from the payments and should be paid off within one week.


(3) . If the return is over 3 times in one month (the 25thday of this month to the same day next month), Chisen has the right to raise modification, has the right to end the contract and reevaluate Ruilang Electronic’s qulification as supplier.


(4) Ruilang Electronic should undertake loss caused by its quality problems during Chisen's production and marketing.





8.Dispute Settlement


Any dispute shall be solved through negotiation. If no settlement can be reached, the case in dispute shall be subjected to local People’s Court.





9.Others


(1) If Chisen does any modification to product specifications, Ruilang Electronic should be immediately notified in order to do adjustment to its safety storage.





(2) If there is any change in raw material price, Chisen should do adjustment to unit price regularly. If there is any special occasion, both parties should negotiate.


(3) Chisen is permitted to detain RMB100,000 as guarantee fund.


(4) In addition to the agreed, any party wants to end the contract; a written notice should be forwarded 60 days in advance. Chisen should pay all bills within 180 days after ending cooperation.





10: This contract is done in duplicate, each party keeping one original and having the equal legal effect on signature of both parties. The attachments are effective as parts of the contract, fax copies effective too.





Party A

Name:Changxing Chisen Electric Co.,Ltd

ADD:

Legal Person:

Consignor:

TELL:

Signature(Stamp):

Date:
Party A

Name:Zhejiang Changxing Ruilang Electronic Company Limited

ADD:

Legal Person:

Consignor:

TELL:

Signature(Stamp):

Date:





Note:This contract is effective from October 18 2010 to October 18 2011.