f8k050610ex10v_sunnyside.htm


    Exhibit
10.5

    
 

    SALES
CONTRACT

    


    Party
A: Wuxi Linglang Electrical Appliance Mfg. Co., Ltd.

    Address: 3rd Furong Road,
Xishan Economic Development Zone, Wuxi City

    Legal
Representative:

    Tel:

    


    Party B: Jiangsu Dambon Mechanical &
Electrical Co., Ltd.

    Address: No. 10-8, Meiya Road,
Baohua Development Zone, Jurong City, Jiangsu Province

    Legal
Representative:

    Tel:

    


    In order
to strengthen the cooperation between the parties hereto and define their rights
and obligations, the parties, on the basis of friendly cooperation and mutual
benefit, agree as follows:

    


    
      Article
1.   Name,
quantity and Price of Products and Method of Placing Orders

    

    


    
      	
              1.  

            	
              Party
      B will purchase from Party A synchronous
      motors with the monthly quantity of about 50,000 units
      and an amount of RMB
      5,000,000.00.

            


    

    


    
      	
              2.  

            	
              The
      parties may increase or reduce the quantity of the products according to
      the market situation and the actual quantity shall be in conformity with
      the Delivery Note signed by Party
B.

            


    

    


    
      	
              3.  

            	
              The
      price of the products shall be determined by the market price of the
      products and confirmed by the parties hereto and filed with the financial
      department for recording.

            


    

    


    
      	
              4.  

            	
              For
      each order placed by Party B, a written or electronic order shall be
      provided to Party A, who shall provide the products as per the requirement
      of Party B. The quantity of the products delivered to Party B shall be in
      strict accordance with Party B’s order and may not be reduced or
      increased.

            


    

    


    
      Article
2.   Quality
Standard and Term for Raising Objection

    

    


    
      	
              1.  

            	
              The
      products shall conform to the specific size, material and standard
      mutually determined by the parties. Party A shall ensure that the quality
      of the products is stable and undergoing gradual
    improvement.

            


    

    


    
      	
              2.  

            	
              Party
      B shall conduct quality examination of the products after receiving
      products from Party B and shall, if wishing to raise any objections, send
      a written notice thereof to Party
A.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              3.  

            	
              Party
      A shall timely change or take back the products upon the confirmation of
      the quality defects in the
products.

            


    

    


    
      Article
3.   Price
and Start-up Capital

    

    


    
      	
              1.  

            	
              Upon
      the execution of this Contract, Party A agrees to undertake RMB
      1,000,000.00 of the down payment for the products which shall be used as
      the start-up capital for the cooperation between Party A and Party
      B.

            


    

    


    
      	
              2.  

            	
              Within
      3 months upon the expiry of the cooperation or the termination or
      rescission of this Contract between the parties hereto, the start-up
      capital shall be paid up on a monthly basis without any
      interest.

            


    

    


    
      	
              3.  

            	
              Except
      the start-up capital, the payment for the products supplied by Party A to
      Party shall be made every 10 days, i.e, Party A shall check and verify the
      payment within 5 days before the amount payable to Party A falls due on
      the agreed date and Party B shall make the payment within 5 days after the
      amount payable to Party A falls due on the agreed
  date.

            


    

    


    
      	
              4.  

            	
              Where
      Party B fails to make the payment for the products 7 days beyond the said
      agreed date, Party A has the right to suspend the supply of the products
      and terminate this Contract if Party B fails to make the payment for the
      products 30 days beyond the said agreed
date.

            


    

    


    
      	
              5.  

            	
              In
      case of increase of purchase of the products by Party B from Party A, the
      start-up capital shall be increase accordingly the amount, which shall be
      separately negotiated by the parties
hereto.

            


    

    


    
      	
              6.  

            	
              As
      a support to Party B, Party A agrees to undertake 100% of the amount of
      the draft issued by Party B if that the said amount is not in excess of
      the total payment for the products purchased by Party
  B.

            


    

    


    
      	
              7.  

            	
              The
      specific amount of the draft issued by Party B shall be determined through
      the negotiation between the parties
hereto.

            


    

    


    
      Article
4.   Place
and Method of Delivery

    

    


    Party A
shall, after receiving Party B’s order, timely organize its production and
deliver the products within 2 days to the warehouse appointed by Party A and
provide a delivery note thereof for Party B’s confirmation. The cost for
transportation and other expenses shall be borne by Party A and Party B shall
provide a warehousing entry to Party B after it checks and verifies the
products.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      Article
5.   Undertakings
and Warranties

    

    


    
      	
              1.  

            	
              Party
      A undertakes to deliver conforming products supplied to Party B to the
      quality and exterior requirements agreed upon by the parties and not to
      make any arbitrary change. If any change is necessary, Party A shall
      negotiate with Party B and make the change thereof with the written
      confirmation from Party B. otherwise, all the consequences shall be borne
      by Party A. (See Appendixes hereto for the quality and exterior
      requirements).

            


    

    


    
      	
              2.  

            	
              Party
      A undertakes to supply the products in strict accordance with Party B’s
      order and shall not change the quantity or type of the products (even if
      for special reasons) without the written confirmation from Party B.
      otherwise, Party A shall be liable for breach of this Contract arising
      from the said change.

            


    

    


    
      	
              3.  

            	
              Party
      A undertakes to timely deliver the products to Party B according to the
      schedule prescribed in the order. In case of 4 accumulative days or 3
      successive days of Party B’s stoppage of assembly line due to the reasons
      attributable to Party A (except Force Majeure Events), Party A shall be
      liable for damages of breach of contract equivalent to RMB 10,000 yuan for
      each passing day which may be deducted from the payment for the products
      to Party A.

            


    

    


    
      	
              4.  

            	
              Party
      A shall be responsible for the quality of the product supplied to Party B.
      in case of any discrepancy between the quality and package products
      supplied and the acceptance standard agreed upon by the parties, Party B
      has the right to reject the products without having to bear any liability
      for any loss and/or expenses in relation to the products. In case of
      requirement for return of products by the consumers, Party A shall satisfy
      the requirement.

            


    

    


    
      	
              5.  

            	
              In
      case of such cost and expenses as fines as a result of the nonconformity
      of the design or license of the products with requirements of the relevant
      government authorities, Party A shall be solely responsible for the cost
      and expenses.

            


    

    


    
      	
              6.  

            	
              Party
      A shall be responsible for repairing and changing the products within 12
      months after their delivery.

            


    

    


    
      	
              7.  

            	
              In
      case of quality defects in the products, Party B has the right to suspend
      the rendition of the payment before the defect problems are
      settled.

            


    

    


    
      Article
6.   Validity
Term

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    This
Contract shall be valid for 1 year, commencing from November 1, 2009 and ending
on October 31, 2010.

    


    
      Article
7.   Dispute
Settlement

    

    In case
of any dispute arising from or in relation to this Contract, the Parties shall
settle the disputes through negotiation, failing which, the parties may file an
action with the people’s court under which jurisdiction they are respectively
located.

    


    Article
8.   Upon
the expiry of this Contract, the parties shall sign a separate contract in case
of contemplation of continual cooperation.

    


    Article
9.   This
Contract shall be made in duplicate with each copy held by either party which
shall take effect upon the signature or chop of both parties.

    


    Party
A:

    Legal
Representative:

    Date:

     

    Party B: Jiangsu Dambon
Mechanical & Electrical  Co., Ltd.

    Legal
Representative:

    Date: