Exhibit 10.24


 


CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED
FROM THE EXHIBIT BECAUSE IT IS BOTH (i) NOT MATERIAL, AND (ii) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. REDACTED MATERIAL
IS MARKED WITH A [***].


 


Purchase and Sale Contract


 


Contract Number:


 


Party A (Buyer): Inner Mongolia
YanGuFang Whole Grain Industry Development Co., Ltd.


 


Legal representative: Junguo
He


 


Room 202 , Whole Grain Ecological
Science and Technology Park, YanGuFang, District E , Golden Triangle Development Zone, Wuchuan County, Hohhot City, Inner Mongolia Autonomous
Region


 


Party B (Seller): [***]


 


Legal representative: [***]


 


Address: [***]


 


(One of the above parties is
referred to as the "Party", collectively as the " Parties ")


 


In accordance with the provisions
of the Civil Code and relevant laws and regulations, both parties shall, in accordance with the principles of friendly cooperation and
consensus, and purchase oat germ rice products from Party A and its affiliates in self-operated stores and third parties under
the name of Party A. Relevant matters related to online and self -operated APP platform sales are reached as follows:


 


Article 1 Definitions



 


1.1
" Product " or "Goods" means either or both Contract Products or Specialty Products collectively, unless the context
otherwise requires.


 


1.2
" Contract Product " means the product specified in the mutually agreed order.


 


1.3
" Special product " is designed by Party A , owns the intellectual property rights related to the design, needs to be produced
by Party B and can only be provided to Party A in this contract.


 


1.4
"Order" refers to the document issued by Party A to Party B in accordance with the provisions of this contract and confirmed
by Party B to complete the delivery to Party A and perform the corresponding obligations in accordance with its content. Unless otherwise
stipulated in the order, the order shall be subject to and form an integral part of this contract, and matters not covered or specified
in it shall be executed in accordance with the provisions of this contract.


 






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1.5
" Delivery Lot ": The same product of the same order number delivered at one time.


 


1.6
" Intellectual Property Rights " for the purposes of this contract includes, but is not limited to, trademarks, patents, copyrights
(copyrights), Tech secret (know-how), business information, materials, logos, marks, promotional language, appearance, confidential material
or information, Advertisements, trade names and other rights that belong to one party's exclusive or/and have not entered the public domain,
and such rights can be protected in accordance with Chinese laws.


 


1.7 " Total Contract
Amount ": refers to the sum of the order amount issued by Party A to Party B after the signing of this contract.


 


Article 2 Order


 


2.1 Party A shall place
a purchase order with Party B, and shall indicate the specific purchase product model, quantity, price, and delivery location on the
order. Party B shall be responsible for delivering the products to the place designated by Party A, and Party B shall bear the
relevant transportation costs.


 


2.2 After Party A issues a
separate purchase order to Party B, Party B must confirm and return (reply) to Party A by fax, EMS (Express Mail Service), registered
mail, email, etc. within 3 working days, otherwise the order is deemed to have been accepted by the seller by default, and Party B must
perform the obligations specified in the order. The order replied by Party B shall not have any changes, otherwise it shall be deemed
that Party B does not accept Party A's order. Unless Party A expressly accepts Party B's change of the order in writing, Party B shall
be responsible for the breach of contract for changing the order by itself.


 


2.3 Change and Cancellation
of Purchase Order: Both parties agree that in order to adapt to changes in the buyer's needs, Party A has the right to notify Party B
2 days before delivery, including but not limited to the specifications, technical standards, specifications determined in the order and
contract. If the purchase quantity, purchase price and delivery time are changed or the order is cancelled, Party B shall deliver the
products in a timely and sufficient quantity in accordance with Party A's new requirements, and Party A shall not be obliged to bear any
responsibility for breach of contract to the seller for this change.


 






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Article 3 Contract Price
and Optimum


 


3.1 Party B guarantees
that the price of the products it provides to Party A is the best (that is, Party B guarantees that the price of its contract
products is not higher than the minimum price that Party B gives to other customers).


 


3.2 When the actual price of
the product is lower than the order price due to changes in market conditions, Party B must adjust the price to the lowest price in the
market, and the new price applies to all products that Party A has not paid for. When the actual price of the product is higher than the
order price due to changes in market conditions, Party A has the right to require Party B to fulfill the original order price.


 


3.3 Buyers and sellers communicate
and adjust prices regularly.


 


3.4 When Party A finds that
the price of products supplied by Party B to Party A is not optimal, Party A may request Party B to apply the optimal price to all orders
issued by Party A after the day when Party B provides the optimal price to a third party, and also Party B may be required to assume the
liability for breach of contract based on 50% of the above-mentioned balance of all orders.


 


Article 4 Packaging ,
Delivery, Acceptance and Quality Assurance


 


4.1 The
packaging of the products delivered by Party B should comply with national and industry packaging standards, and be suitable for long-distance
air/car or sea transportation (depending on the mode of transportation) and climate changes, resist moisture and vibration, withstand
extrusion, and depend on the characteristics of the product. Take other measures sufficient to prevent damage and loss of the product
during transportation and loading and unloading. Party B shall be responsible for the damage and expense of any commodities caused by
substandard packaging, and shall also be responsible for the losses caused by insufficient and substandard packaging protective measures.
If the delivery cannot be completed on time due to substandard packaging, Party B shall be liable for compensation in accordance with
the delay in delivery.


 


4.2 Party B shall deliver the
products to the place designated by Party A in the form of logistics consignment according to the time specified by Party A : [***],
contact person: Mr. Zhang, contact number: [***]. Delivery date is the actual date of receipt by Party A shall prevail, and Party
B shall bear the corresponding logistics costs and loading and unloading costs.


 


4.3 The ownership of the product
shall be reserved by Party B before delivery, and the risk of product loss and damage shall be borne by it. After delivery, the ownership
of the product shall be enjoyed by Party A, and the risk of loss and damage to the product shall be borne by Party A, but the transfer
of ownership and risk responsibility does not exempt Party B from the failure, damage or loss of the product due to its own reasons or
inherent defects of the product. responsibilities that should be assumed.


 






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4.4.
Party A shall organize relevant personnel to check and accept the product within one working day from the date of receipt of the product.
If the acceptance does not meet the requirements, Party A has the right to return the goods and Party B shall be liable for breach of
contract. If Party A fails to raise a written objection within the prescribed time limit, it shall be deemed that the products delivered
by Party B conform to the contract. After Party B receives the written objection from Party A, it shall be responsible for handling it
within one working day;


 


4.5.
Party A only conducts preliminary inspection on the quantity, specification, model and appearance of the product, and passing the preliminary
inspection does not mean that Party B is exempted from the potential quality problems of the product. If the products provided by Party
B cause damage to Party A, the distributors or consumers that Party A cooperates with, or cause food poisoning, Party B shall be fully
responsible for legal and economic compensation.


 


Article 5 Rights and Obligations
of Party B


 


5.1. Party
B promises that it has the right to sell the product to Party A. When Party A is subject to a third party's claim and pursues its breach
of contract or tort liability due to Party B's sales behavior, Party B shall bear all responsibilities and compensate Party A for all
losses. Party B promises not to sell the products sold to Party A to any third party. If Party B violates this agreement, Party A has
the right to require Party B to bear the responsibility for breach of contract and compensate Party A for all losses.


 


5.2 Party B shall ensure that
the products of this contract meet the relevant national standards, industry standards and the requirements stipulated in this contract.
In case of quality problems of the products, they should be solved in time. If it is confirmed that the products do not meet the above
requirements due to Party B's reasons, Party B must return and exchange for free. Party B shall bear the relevant expenses (including
but not limited to the transportation costs of the agreed products, compensation to customers and punishment by the state administrative
agency, etc.).


 


5.3 Party B shall ensure that the intellectual property rights of relevant materials or products provided to Party A are legal and do not
infringe the rights or interests of third parties. If Party A infringes the intellectual property rights of any third party due to Party
B's products, Party B shall bear all responsibilities and compensate All losses of Party A (including but not limited to liquidated damages,
litigation or arbitration fees, attorney fees, compensation, fines).


 






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5.4 Party B guarantees that
any product provided to Party A is legal, that Party B has the right to sell it and does not set any obligations (including but not limited
to mortgage and lien) on it, otherwise all losses caused, to Party A, shall be all born by Party B.


 


5.5 The remill be bornaining
shelf life of the product provided by Party B when it is delivered to Party A shall not be less than two-thirds of the shelf life of the
product, otherwise Party A has the right to refuse to accept it.


 


5.6 If the products provided
by Party B are subject to random inspection by relevant government management agencies, relevant test reports and production license qualifications
shall be provided, and Party B shall fully cooperate.


 


Article 6 Rights and obligations
of Party A


 


6.1 Party A shall inspect the products within the agreed acceptance period, and pay the purchase price in accordance with this contract.


 


6.2 Party A shall actively
promote Party B's products, promote the sales of Party B's products, and remind buyers to use the products reasonably according to the
product instructions or the nature of the product.


 


6.3 Party A shall protect Party B's goodwill from being affected. When knowing that a third-party attacks Party B and its products or spreads
inappropriate remarks, it shall notify Party B in a timely manner, and cooperate with Party B to take various actions.


 


6.4 Party A has the right to
entrust a third-party agency to conduct random inspection and testing of Party B's products, and Party B shall cooperate. If the third-party
testing agency detects that the product does not meet the standard or is judged to be unqualified, Party B shall bear the sampling inspection
fee and bear the corresponding responsibility.


 


Article 7 Payment Terms


 


7.1 The two parties shall reconcile
the accounts according to the natural month. After the reconciliation is correct, Party A shall notify Party B to issue a special VAT
invoice, and Party A shall pay the payment to Party B after receiving the invoice.


 


7.2. The payment for goods
shall be settled in accordance with the following ( 3 ) provisions.


 


(1)  Cash
or cash check settlement.


 


(2)  Settlement
by bank wire transfer or bank draft.


 


(3) Bank transfer settlement.


 






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7.3. Invoice type: Invoice
type shall be handled in accordance with the following ( 2).


 


(1)  General
VAT invoice.


 


(2)  Special
VAT invoices.


 


7.4 When making payment, Party
A has the right to directly deduct the liquidated damages that should be paid to Party A due to the breach of contract by Party B or the
corresponding amount that should be compensated to Party A.


 


7.5 Party B is obliged to check
accounts with Party A on a regular basis.


 


Article  8
Term , Termination and Subsequent


 


8.1 This contract is valid from January 1 , 2022 to December 31 , 2022. It will take effect from the date when the legal representatives
or authorized representatives of both parties sign and affix the official seal (or the special seal of the contract).


 


8.2 This contract may be terminated
or cancelled early in the following circumstances:


 


(1)  Both
parties agree to terminate this contract in advance;


 


(2)  One
party has been declared bankrupt, entered into liquidation, or has been punished by other government agencies, making it impossible or
unable to perform its responsibilities or obligations under this contract or to perform the corresponding qualifications or licenses or
quality, technology, and standard management necessary for this contract. If the institution cancels its certification or is cancelled,
revoked or not extended, the other party may cancel this contract;


 


(3)  If
the quality of Party B's products does not meet the requirements, and fails to achieve the purpose of the contract; or if a food safety
accident is caused by Party B's products, Party A may unilaterally terminate the contract, and this contract will be terminated after
Party A's written notice of termination of the contract reaches Party B..


 


(4)  Force
majeure occurs and the purpose of the contract cannot be achieved.


 


(5)  Other
circumstances in which the contract can be terminated according to the law.


 


Article 9 Liability for
breach of contract


 


9.1 Party B has the right to refuse to accept the delivery if Party B is overdue, and Party B shall pay Party A liquidated damages for overdue
delivery according to 30% of the payment for overdue delivery, and compensate Party A for the losses suffered thereby. If the overdue
exceeds four working days, Party A shall have the right to terminate the contract or cancel the current order and claim against Party
B for the losses suffered.


 






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9.2 If Party A makes overdue
payment, it shall pay Party B a penalty for overdue payment calculated on the basis of 5/10,000 of the overdue payment amount per day.


 


9.3 Since the quality of the
products delivered by Party B does not meet the requirements of the law and this contract, Party A has the right to cancel this contract
and the corresponding order, in addition to assuming responsibility in accordance with Article 5.2 of this contract, and the remaining
amount does not need to be paid, and can ask Party B to return the All payment for the order, and require Party B to assume the responsibility
for breach of contract at 4% of the total order amount.


 


9.4 If Party B unilaterally
cancels the order or terminates this contract, Party A has the right not to pay the remaining amount, asks Party B to return all the paid
amount of the order, and asks Party B to bear the responsibility for breach of contract according to 30% of the order amount.


 


9.5 Party B guarantees that
the products it provides to Party A have no property rights disputes. In the event of property rights disputes, Party B shall bear all
the responsibilities. Party A has the right to terminate this contract in advance, and requires Party B to refund the full payment and
30% of the total contract amount and assume responsibility for breach of contract.


 


9.6 If Party B violates the
confidentiality agreement of this contract, Party A may terminate this contract and require Party B to bear the responsibility for breach
of contract at 30% of the total contract amount.


 


9.7. If one party violates this contract, unless otherwise agreed in this contract, the breaching party shall bear the responsibility for
breach of contract, pay liquidated damages or compensate the observant party for all losses.


 


Article 10 Force Majeure


 


10.1 Force majeure refers to
objective situations that cannot be foreseen, avoided or overcome, including but not limited to wars, floods, fires, typhoons and earthquakes.


 


10.2 If the contract cannot
be performed due to force majeure, the liability for breach of contract may be partially or completely exempted according to the impact
of the force majeure, but the liability cannot be exempted if force majeure occurs due to delayed performance.


 


10.3 The party affected by the force majeure shall notify the other party of the occurrence of the force majeure incident by fax or email
as soon as possible, and submit the certification documents issued by the relevant authorities to the other party for confirmation by
express mail within ten days from the date of the occurrence of the force majeure.


 






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10.4 If the force majeure event
results in the inability to perform this contract for more than 30 days, both parties may terminate this contract.


 


Article 11 Confidentiality
and Exclusivity


 


11.1 The buyer and the seller have an indefinite obligation to keep confidential the business secrets of the other party and the contents
of this contract and its annexes in the process of conclusion and performance of this contract, and shall not disclose, use by themselves,
or allow a third party to use them.


 


11.2 The use of the other party's
trade secrets by one party is limited to the performance of this contract, and the disclosure of the trade secrets and the contents of
this contract and its appendices to employees who must know it.


 


11.3 The buyer and the seller
shall undertake the obligation to keep information and technical secrets to each other, and shall not disclose the secret information
and materials to any third party. Party B undertakes to exclusively manufacture Party A's special products for Party A, and Party B shall
not use it by itself under any circumstances, shall not sell or transfer or distribute the special products to any third party, and shall
not engage in any other kind of behavior equivalent to the above behavior. Activity. Party B shall not disclose to any third party in
whole or in part any materials, information, samples (including samples produced by Party B according to Party A's requirements) obtained
from Party A or its designee. In violation of this article and this annex, Party A has the right to terminate this contract, and requires
Party B to assume responsibility for breach of contract and compensate Party A for its losses.


 


Article 12 Dispute Resolution


 


12.1 The signing, validity,
interpretation and execution of this contract and the settlement of disputes under this contract shall be governed by Chinese law.


 


12.2 All disputes arising from
the implementation of this contract or related to this contract shall be resolved through friendly negotiation between the two parties.


 


Article 13 Other Provisions


 


13.1 This contract and the
purchase orders, technical standards and mutual documents confirmed by both parties constitute a complete contract involving all matters
of this contract.


 


13.2 Amendments or amendments
to this contract or its annexes must be made in writing and signed by both parties, otherwise they will be invalid. The purchase order
is an inseparable part of this contract as an attachment to this contract, and has the same effect as this contract.


 


13.3 For matters not covered
in this contract, both parties may sign a supplementary contract, which has the same legal effect as this contract.


 


13.4 Both parties should confirm
important matters in the incoming documents, and the intercourse documents must be signed by the authorized representative and stamped
with the official seal (or the special seal of the contract) to be valid.


 


13.5 This agreement is made
in duplicate, each party to the agreement holds one copy. Each agreement text has the same legal effect.


 


(No text below)


 


(This page is the signature
page, no text)


 






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	 	sign	 
	 	 	 
	Party A:	 
	Inner Mongolia
    YanGuFang Whole Grain Industry	 
	Development Co.,
    Ltd. (Seal)	 
	

    

	 	 	 
	 	address	 
	 	Contact	 
	 	Contact Tel	 
	 	 	 
	Date: 12/30/2021	 
	 	 	 
	Party B [***](seal)	 
	Contact	 	 
	Contact Tel	 	 
	Address	 	 



 






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Purchase order sample form


 


purchase order


 


	buyer:	Supplier:
	Contact:	Contact:
	contact number:	contact number:
	Fax :	fax
	Due date :
	Product Name    Model   Implementation Standard   Specifications	Unit price (yuan)   quantity (bag)       amount (yuan)


 


	 	 	 	 	 
	Total payable:	 	¥0. 00
	 
	Order Date :	 	Shipping Date :	 
	Purchaser's signature:	 	Supplier's signature:	 
	Seal:	 	seal	 


 


 





 






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