Exhibit 10.18
Grain Food Purchasing Agency Agreement
Agreement No. [see attached schedule]
Party A: Fujian Grand Farm Foods Development Co., Ltd.
Party B: Panjin Jiahong Industrial Co., Ltd.
In order to utilize Party B’s scale of grain purchasing to minimize cost and increase economic returns, Party A and Party B, after due consultation, hereby enter into the following agreement to facilitate the meeting of their mutual obligations with respect to grain food purchasing by agency:
I. | Agreement |
1. | Party A hereby appoints Party B as purchasing agent for the grain harvested in [see attached schedule] in Panjin Region of Liaoning Province. |
2. | Party B shall purchase grain with the following specifications: roughness ≥77%, milling ≥60%, impurities ≤1%, water content ≤14.5%. |
2. | Party B warrants that the price of the grain purchased as purchasing agent of Party A shall not be lower than the lowest purchasing price set by the State. Party A has the right to monitor the purchase. |
3. | Party B shall act as the purchasing agent of Party A from [see attached schedule] to [see attached schedule]. |
4. | Party B shall purchase grain of no less than [see attached schedule] metric tons, and no more than [see attached schedule] metric tons. |
5. | Fee as purchasing agent shall be RMB 20 per metric ton |
6. | Party A’s purchase price shall be based on actual quantity of grain purchased and the purchase price that Party B paid. |
II. | Rights and Duties of the Parties. |
1. | Party A’s Rights and Obligations |
a. | Party A shall accept grain that satisfies inspection and pay the purchase price as required under this Agreement. |
b. | Party A shall pay Party B’s agency fee as required under this Agreement. |
c. | Party A shall not engage in fraud or deceitful act. |
d. | Party A has the right to monitor and confirm Party B’s purchase price, and has the right to require Party B to adjust any price deemed inappropriate. In the event that the parties cannot resolve any dispute regarding purchase price, Party A has the right to change to another purchasing agent and seek damages from Party B. |
2. | Party B’s Rights and Obligations |
a. | Party B hereby accepts Party A’s request and agrees to act as Party A’s purchasing agent. |
b. | Party B is obligated to permit Party A’s inspection of the grain purchased. |
c. | Party B is responsible for any procedure required for the inspection, storage and shipping of the grain. |
d. | Party B is responsible for any dispute or claim arising from the purchasing and shipping of the grain. |
III. | To ensure the safety of Party A’s funds, Party B hereby appoints Zhiqi Yu as its agent. All of Party A’s orders and funds shall be transacted through Mr. Yu and his personal bank account. |
IV. | Breach of Agreement |
1. | Party A shall compensate Party B for its loss resulting from late payment of purchase price or fee. |
2. | Party B shall compensate Party A for its loss resulting from quality issues relating to the grain that are caused by Party B. |
V. | The parties may enter into a separate agreement for purchase in large quantity or for specialty grain, based on the principles of this agreement. |
Party A: Fujian Grand Farm Foods Development Co., Ltd. [seal]
Party B: Panjin Jiahong Industrial Co., Ltd. [seal]
Execution Date: [see attached schedule]
Place of Execution: Panjin Liaoning
Schedule to Grain Food Purchasing Agency Agreement
(per Instruction 2 of Item 601 of Regulation S-K)
Agreement No. | Harvest Year | Term of Agency Appointment | Quantity of Rice (mt) | Agreement Execution Date |
TXJH091012 | 2009 | 1-1-2010 to 12-31-2010 | no less than 10,000 mt, and no more than 15,000 mt | 10-12-2009 |
TXJH10122301 | 2010 | 1-1-2011 to 12-31-2011 | No less than 20,000 mt, and no more than 30,000 mt | 12-23-2010 |