Commercial Contract

Intelligent Point Of Sale
IPOS
No: / SOCIALIST REPUBLIC OF VIETNAM
Independence – Freedom – Happiness

COMMERCIAL CONTRACT

§ Pursuant to the Commercial Law No. 36/2005/QH11 the National Assembly, Socialist Republic of Vietnam, issued on 06/14/2005 and came into effect on 01/01/2006.

§ Pursuant to the Civil Law by the National Assembly 33/2005/QH11, Socialist Republic of Vietnam, issued on 06/14/2005 and came into effect on 01/01/2006.

§ Based on demand, supply capacity and the discussion between two sides.

Today, 07 May 2014 the Parties to this contract have agreed to enter into the following terms and conditions of contract as outlined below:

Party A: CÔNG TY CỔ PHẦN NĂNG LƯỢNG THIÊN HÀ

Address / : Phòng 6C2 Tòa nhà HanNam ,số 65 Nguyễn Du,P.BN,Q1,TP.HCM
Telephone / : 08 38258-282
Represented by / : Nguyễn Văn Tuấn
Title / : Giám đốc Giám đốc
Bank Account / Công ty Cổ Phần Năng Lượng Thiên Hà
Account Number / : 7041100092003
At / : Ngân hàng Thương mại Cổ Phần Quân Đội – Chi Nhánh Quận 1
Tax Code / : 0104789847

Party B :

Address / : Tầng 2, Số 6 Nguyễn Thị Thập, Trung Hòa, Cầu Giấy, Hà Nội.
Telephone / : 04.22609799
Represented by / : Vũ Thanh Hùng
Title / : Giám đốc
Bank Account / : Công ty cổ phẩn Giải pháp bán hàng thông minh
Account Number / 11722990944013
At / : Techcombank Chi nhánh Hoàng Quốc Việt, Hà Nội
Tax Code / : 0104789847

In consideration of the mutual covenants in this Contract, the above parties (“the Parties”) agree as follows

Article 1: Contract’s value and details:

1.1. Party A provides Party B the following products:

No

Product Name

Unit

Quantity

Price

(VND) /

Value

(VND)

01 iPOS Restaurant Management Software

License

7,350,000

POS Otek M667TC

Unit

19,530,000

Safe CD410

Unit

1,680,000

Thermal Printer PRP 085

Unit

2,940,000

Total Value

31,500,000

VAT 10% (devices only)

2,415,000

Total Payment

33,915,000

In words: Thirty three million nine hundred and fifteen thousand Vietnamese dongs

The above fee included Value Added Tax and the installation and training fee within Hanoi and/ or Ho Chi Minh City, software not taxable.

1.2. Software’s function: As contract’s appendix.

1.3. Installation location:

1.4. Installation, training and transfer: Within 02 working days; and party A have to prepare the infrastructure as item 5.2.2 before party B installation, training and transfer products.

Article 2: Terms of Payment

2.1 The Client shall make payment to IPOS in either Vietnamese Dong or bank transfer.

2.2 Party B shall pay 50% value of this contract in advance equivalent to VND 5816,957,500 right after the contract is signed.

2.3 The remaining 50% of the software value equivalent to VND 16,957,500 will be paid by Party A within 07 days after two parties sign minutes of the product transferred, and party B will issue the VAT invoice to party A.

2.4 If after this period, Party A has not paid to Party B, Party A shall be subject to an overdue interest rate of 0.1% / day on the overall overdue debt.

Article 3: Delivery and Warranty

3.1 Products will be delivered and installed subject to the party B’s request within 10 days after the contract has been validated.

3.2 The products warranty is within 12 months after the transfer confirmation has been made.

3.3 Within 15 days after two parties sign the minutes of handing over the product, if there’s any manufacturer’s error during operation, Party A will be responsible to change new products similar to Party B’s. Beyond this time limit, party A will proceed the guarantee according to the product warranty provisions of the Company.

Article 4: Termination

4.1 Either party may not unilaterally terminate the contract if the other party does not violate any provisions specified in the contract..

4.2 If either party to unilaterally terminate the arbitrarily agreement, they must pay compensation to the remaining 30% of the signed contract.

Article 5: Responsibility

5.1 Party A’s responsibility:

5.1.1 Provide legal products to Party B as article one.

5.1.2 Provide adequate manuals and installation disk for Party B.

5.1.3 Party A will not bear the responsibility if Party B does not use the product properly in accordance with the warranty terms of Party A.

5.1.4 The problem is not in the responsibility of Party A, including: virus infect, hardware failure, fire, explosion ... the wrong personnel actions such as deletion, wrong data update.

Party B’s responsibility :

5.2.1 provide all necessary information and requirements about products for Party A.

5.2.2 Prepare all premises, equipment, electricity, internet ... for Party A to deploy and install to be ready for use and personnel fully prepared for Party A conduct training and using the product.

5.2.3 Use the product according to the manufacturer's requirements.

5.2.4 Payments in accordance with the signed contract.

ARTICLE 6: GENERAL PROVISIONS

6.1 The parties undertake to comply with the terms stated in this contract. During implementation, if problems arise which have not stipulated in the contract, both parties will discuss and come to an agreement in writing in a spirit of common sense or treated in accordance with the provisions of current law action.

6.2 In case of controversial issues that the parties can not reach agreement, both sides will take this issue to the competent courts at Party head office for resolution. All costs associated by the guilty will bear. Court's decision is final decision to implement the two sides.

6.3 This Agreement takes effect from the date of Party A receives 30% of contract value as a prepayment article 2.2 regardless of the date of signing.

6.4 This contract is automatically liquidated when two parties sign record of delivery and acceptance of products such as Article I; and Party B will pay 95% of contract value for Party A, the rest will be paid according to article 2.5 .

6.5 This Agreement shall be made in 04 (four) original copies with equal legal value, each party keeps 02 (two) original copies..

For and on behalf of party A
/ For and on behalf of party B

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