Sangrix Inc 6-K, filed Feb 14, 2022
Sangrix Inc. (SGRX)
About this 6-K
Sangrix Inc filed this 6-K on February 14, 2022.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16
OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of February 2022
Commission File Number: 001-38857
CHINA XIANGTAI FOOD CO. LTD.
(Translation of registrant’s name into English)
c/o Chongqing Penglin Food Co., Ltd.
Xinganxian Plaza
Building B, Suite 21-1
Lianglukou, Yuzhong District 400800
Chongqing, People’s Republic of China
+86- 023-86330158– telephone
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
| Form 20-F x | Form 40-F ¨ |
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ¨
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ¨
Consulting Agreements
On January 27, 2022, China Xiangtai Food Co., Ltd. (the “Company”) entered into a consulting agreement (the “Consulting Agreement”) with Great Union Investment Limited (the “Consultant”), pursuant to which the Company agreed to engage the Consultant to assist in the Company’s business expansion in Singapore, and to issue 250,000 ordinary shares of the Company, valued at $1.00 per share (the “Shares”), as compensation. Consulting Agreement is effective on a month-to-month basis and the Company has the right to terminate at any time for any reasons. The Company agreed to indemnify, defend and hold harmless the Consultant, and defend any action brought against the Consultant with respect to any claim, demand, cause of action, debt or liability to the extent that such action is based upon a claim that (i) is true and (ii) (A) would constitute a breach of any of the Company's representations, warranties, or agreements under the Consulting Agreement, (B) arises out of the negligence or willful misconduct of the Company, or (C) is based on any information provided by the Company's content that violates any rights of third parties, including, without limitation, rights of publicity, privacy, patents, copyrights, trademarks, trade secrets, and/or licenses. The Company agrees that it will not prosecute any action or proceeding against the Consultant except where such claim is materially and substantially based on the gross negligence or willful misconduct of the Consultant. The Consultant agreed to indemnify, defend, and hold harmless the Company, its affiliates and their respective directors, officers, employees, consultants, representatives and agents, and defend any action brought against same, with respect to any claim, demand, cause of action, or liability, including reasonable attorneys' fees, to the extent that such an action arises out of (i) the gross negligence or willful misconduct of the Consultant or (ii) unlawful conduct.
The foregoing description of the Consulting Agreement is qualified in its entirety by reference to the provisions of the Consulting Agreement filed as Exhibit 10.1 to this report, which are incorporated by reference herein.
The Shares were issued on February 14, 2022 in reliance upon the exemption from securities registration afforded by the provisions of Regulation S as promulgated by the U.S. Securities and Exchange Commission under the Securities Act. The Company made the determination based upon the factors that the Consultant is not a “U.S. Person” as that term is defined in Rule 902(k) of Regulation S under the Securities Act, that the Consultant was acquiring the Shares for its own respective account and not as nominees or agents, and not with a view to the resale or distribution thereof, and that the Consultant understood that the Shares may not be sold or otherwise disposed of without registration under the Securities Act or an applicable exemption therefrom.
Sales and Purchase Agreements
On February 14, 2022, SonicHash LLC, a subsidiary of the Company, entered into a sales and purchase agreement with HashCow LLC (“HashCow”), pursuant to which SonicHash LLC purchased a total of 1,379 units of cryptocurrency mining equipment for a total purchase price of $8,597,800, payable within 5 business days after signing the purchase agreement. HashCow agreed to deliver the equipment within 75 business days after SonicHash US makes payment in full.
The foregoing description of the sales and purchase agreement with HashCow is qualified in its entirety by reference to the full text thereof, which is attached as Exhibits 10.2 hereto and incorporated by reference herein.
On February 14, 2022, SonicHash LLC entered into a sales and purchase agreement with AGM Technology Limited (“AGM Technology”), pursuant to which SonicHash LLC purchased a total of 821 units of cryptocurrency mining equipment for a total purchase price of $4,683,600, payable within 7 business days after signing the purchase agreement. AGM Technology agreed to deliver the equipment on or before April 30, 2022.
The foregoing description of the sales and purchase agreement with AGM Technology is qualified in its entirety by reference to the full text thereof, which is attached as Exhibits 10.3 hereto and incorporated by reference herein.
Press Release
Attached as Exhibit 99.1 is a press release of the Company, dated February 14, 2022, entitled, “China Xiangtai Food Co., Ltd. to Purchase Bitcoin Miners to Grow Hash Rate by 209 PH/s upon 2022 Deployment.”
EXHIBIT INDEX
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Date: February 14, 2022 | CHINA XIANGTAI FOOD CO. LTD. | |
| By: | /s/ Zeshu Dai | |
| Name: | Zeshu Dai | |
| Title: | Chief Executive Officer and Chairwoman of the Board | |
Exhibit 10.1
CONSULTING AGREEMENT
This Consulting Agreement (the “Agreement") is made as of this 27thth day of January, 2022 (the ''Effective Date”)by and between Great Union Investments Limited, a British Virgin Islands company (the “Consultant”) ， and China Xiangtai Food Co. Ltd., a Cayman Islands exempted company with its registered office at c/o Chongqing Penglin Food Co., Ltd., Xinganxian Plaza, Building B, Suite 19-1, Lianglukou, Yuzhong District 400800, Chongqing, People's Republic of China (the "Company”).
WHEREAS, Consultant has provided expertise and services for the benefit of the Company since the inception of the Company;
WHEREAS, the Company desires the Consultant to provide certain consulting services to the Company and Consultant is agreeable to perfonning such services for the Company;
NOW, THEREFORE, in consideration of the mutual covenants hereinafter stated, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:
| 1. | APPOINTMENT. |
The Company hereby engages Consultant to provide, and Consultant hereby agrees to render, the Services (as defined herein) to the Company as a consultant upon the terms and conditions hereinafter set forth.
| 2. | TERM. |
The term of this Agreement shall be effective as of the Effective Date and shall continue month-to-month, until terminated or extended in accordance with the provisions contained herein or by a subsequent agreement between the parties hereto (the "Term").
| 3. | SERVICES. |
During the Term of this Agreement, Consultant shall assist the Company in certain advisory activities, including but not limited to those in connection with Company's business expansion and investment in Singapore (collectively, the "Services"). Consultant shall report directly to the Chief Executive Officer of the Company. As of the Effective Date, the Company acknowledges that the Consultant has provided substantial services since August 2021. Consultant agrees to continue to provide the services in his position as required to the Company.
| 4. | DUTIES OF THE COMPANY. |
The Company shall provide Consultant, on a regular and timely basis, with all approved data and information about it, its subsidiaries, its management, its products and services and its operations as shall be reasonably requested by Consultant, and shall advise Consultant of any facts which would affect the accuracy of any data and infbmnation previously supplied pursuant to this Section. The Company shall promptly supply Consultant with full and complete copies of all financial reports; all filings with all federal and state securities agencies; all data and information supplied by any financial analyst; and all business information relating to the Company's operations that the Consultant may request.
| 5. | COMPENSATION. |
As of the Effective Date, the Company agrees to pay Consultant or its designee(s) the following as consideration for the Services rendered:
(a) The Company shall pay Consultant 250,000 restricted ordinary shares on the date hereof valued at $1.00 per share.
(b) As further described in Section 10(a) of this Agreement, the Company may decide to terminate this Agreement at any time fbr any reason. In the event the Company decides to terminate this Agreement without Cause (as defined herein), all compensation due hereunder shall be paid on the date of said termination.
| 6. | COSTS AND EXPENSES. |
Consultant, in providing the Services, shall not be responsible fbr any reasonable out-of- pocket costs, including, without limitation, travel, lodging, telephone, postage and overnight delivery charges; provided that Consultant obtains prior approval of the Company, which approval shall not be unreasonably withheld, prior to incurring such expenses. Consultant shall provide the Company with a detailed accounting of monthly expenses incurred pursuant to the terms of this Agreement. Payment fbr these expenses shall be made to Consultant in accordance with the Company's policy fbr reimbursements.
| 7. | INDEMNIFICATION. |
(a) The Company hereby agrees to indemnify, defend, and shall hold hannless Consultant, and defend any action brought against Consultant with respect to any claim, demand, cause of action, debt or liability, including reasonable attorneys5 fees, to the extent that such action is based upon a claim that (i) is true and (ii) (A) would constitute a breach of any of the Company's representations, warranties, or agreements hereunder, (B) arises out of the negligence or willful misconduct of the Company, or (C) is based on any infbmiation provided by the Company's content that violates any rights of third parties, including, without limitation, rights of publicity, privacy, patents, copyrights, trademarks, trade secrets, and/or licenses. The Company agrees that it will not prosecute any action or proceeding against Consultant except where such claim is materially and substantially based on the gross negligence or willful misconduct of Consultant.
(b) Consultant hereby agrees to indemnify, defend, and shall hold harmless the Company, its affiliates and their respective directors, officers, employees, consultants, representatives and agents, and defend any action brought against same, with respect to any claim, demand, cause of action, or liability, including reasonable attorneys' fees, to the extent that such an action arises out of (i) the gross negligence or willful misconduct of Consultant or (ii) unlawful conduct.
(c) In claiming indemnification hereunder, the indemnified party shall promptly provide the indemnifying party written notice of any claim that the indemnified party reasonably believes falls within the scope of the foregoing paragraphs. The indemnified party may, at its expense, assist in the defense if it so chooses, provided that the indemnifying party shall control such defense, and all negotiations relative to the settlement of any such claim. Any settlement intended to bind the indemnified party shall not be final without the indemnified party's written consent.
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| 8. | INDEPENDENT CONTRACTOR STATUS AND OTHER BUSINESS |
OPPORTUNITIES.
It is understood and agreed that Consultant will for all purposes hereof be deemed to be an independent contractor and will not, unless otherwise expressly authorized by the Company, have any authority to act fbr or represent the Company in any way, execute any transaction or document on behalf of the Company or otherwise be deemed an agent of the Company. No federal, state or local withholding deductions will be withheld from any amounts owed by the Company to Consultant hereunder unless otherwise required by law.
Subject to Consultant's obligations and duties, Consultant may, without limitation, (i) engage in the same or similar activities or lines of business as the Company or its subsidiaries or develop or market any products or services that compete, directly or indirectly, with those of the Company and its subsidiaries; provided that Consultant does not use in any manner any Confidential Information (as defined herein) of the Company in doing so, (ii) invest or own any interest publicly or privately in, or develop a business relationship with, any person engaged in the same or similar activities or lines of business as, or otherwise in competition with, the Company or its subsidiaries; provided that Consultant does not use in any manner any Confidential Infbnnation of the Company in doing so; or (iii) do business with any current or former client or customer of the Company or its subsidiaries; provided that such activity does not encourage or influence such client or customer to discontinue, reduce or decline any new business opportunity with the Company. Neither the Company nor any of its subsidiaries shall have any right by virtue of this Agreement in or to, or to be offered, any opportunity to participate or invest in, any venture engaged in by Consultant or any right by virtue of this Agreement in or to any income or profits derived therefrom.
| 9. | CONFIDENTIALITY. |
Consultant acknowledges that in providing the Services hereunder, Consultant will be privy to Confidential Information of the Company and its subsidiaries. As used in this Agreement, "Confidential lnfbrmation,, of the Company means all trade practices, business plans, price lists, supplier lists, customer lists, marketing plans, financial information, software and all other information or compilations thereof which relate to the business of the Company, or to any of its subsidiaries or affiliates, and which have not been disclosed by the Company to the public, or which are not otherwise generally available to the public.
Consultant acknowledges that the Confidential Infbnnation of the Company, as such may exist from time to time, are valuable, confidential, special and unique assets of the Company and its subsidiaries and affiliates, expensive to produce and maintain, and essential fbr the profitable operation of their respective businesses. Consultant agrees that, during the Term, or at any time thereafter, it shall not, and shall cause his employees, agents and representatives to not, directly or indirectly, communicate, disclose or divulge to any person or entity, or use fbr its benefit or the benefit of any person or entity, in any manner, any Confidential Information of the Company or its subsidiaries or affiliates acquired during the Term or any other confidential information concerning the conduct and details of the businesses of the Company and its subsidiaries and affiliates, except as required in the course of the performance of the Services hereunder or as otherwise may be required by law.
The Company agrees that it will not disclose, and will not include in any public announcement, the name of Consultant, unless expressly agreed to by Consultant or unless and until such disclosure is required by law or applicable regulation, and then only to the extent of such requirement.
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| 10. | MISCELLANEOUS. |
(a) Tennination. Subsequent to, and no less than ninety (90) days after the execution of this Agreement, either party hereto may terminate this Agreement fbr any reason upon thirty (30) business days' prior written notice to the other party. Termination of this Agreement shall cause Consultant to cease providing Services under this Agreement; however, termination fbr any reason whatsoever shall not decrease or eliminate the compensatory obligations of the Company as outlined in Section 5 of this Agreement.
(b) Modification. This Agreement sets forth the entire understanding of the parties hereto with respect to the subject matter hereof. This Agreement may be amended only in writing signed by both parties hereto.
(c) Notices. Any notice required or permitted to be given hereunder. shall be in writing and shall be mailed or otherwise delivered in person at the address of such party set forth in the preamble thereof or to such other address or facsimile telephone number as the party shall have furnished in writing to the other party in accordance with the terms of this subparagraph (c).
(d) Waiver. Any waiver by either party hereto of a breach of any provision of this Agreement shall not operate as or be construed to be a waiver of any other breach of that provision or of any breach of any other provision of this Agreement. The failure of a party hereto to insist upon strict adherence to any term of this Agreement on one or more occasions will not be considered a waiver or deprive that party of the right thereafter to insist upon adherence to such term of any other term of this Agreement.
(e) Severability. If any provision of this Agreement is invalid, illegal, or unenforceable, the balance of this Agreement shall remain in effect, and if any provision is inapplicable to any person, circumstance or jurisdiction, it shall nevertheless remain applicable to all other persons, circumstances and jurisdictions.
(f) Disagreements. Any dispute, disagreement, conflict of interpretation or claim arising out of or relating to this Agreement, or its enforcement, shall be governed by the laws of the State of New York, without regard to its conflicts of law principles. Consultant and the Company hereby irrevocably and unconditionally submit themselves and their property to the nonexclusive jurisdiction of the federal and state courts of the State of New York and any appellate court thereof, in any action or proceeding arising out of or relating to this Agreement, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agree that all claims in respect of any such action or proceeding may be heard and determined in New York, or, to the extent permitted by law, in such federal court. Each of the parties hereto agree that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Each of the parties hereto irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement in any court referenced. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient fbrum to the maintenance of such action or proceeding in any such court. Each party to this Agreement irrevocably consents to service of process in the manner provided fbr notices herein. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by law. Each party hereto hereby waives, to the fullest extent permitted by applicable law, any right it may have to a trial by jury in any legal proceeding directly or indirectly arising out of or relating to this Agreement or the transactions contemplated hereby (whether based on contract, tort or any other theory). If either party hereto shall commence an action or proceeding to enforce any provisions of this Agreement, then the prevailing party in such action or proceeding shall be reimbursed by the other party fbr its reasonable attorneys' fees and other costs and expenses, including, but not limited to, court costs incurred with the investigation, preparation and prosecution of such action or proceeding.
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(g) Counterparts. Each party hereto may sign identical counterparts of this Agreement with the same effect as if both parties signed the same document. A copy of this Agreement signed by one party hereto and delivered by facsimile or electronic transmission to the other party shall have the same effect as the deliveiy of an original of this Agreement containing the original signature of such party.
[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, this Agreement has been executed by the parties as of the date first above written.
| CHINA XIANGTAI FOOD CO., LTD. | |
| /s/ Zeshu Dai | |
| Name: Zeshu Dai | |
| Title: Chief Executive Officer | |
| CONSULTANT | |
| Great Union Investments Limited | |
| /s/ Hong Hu | |
| By: Hong Hu | |
| Title: Director |
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Exhibit 10.2
SALES AND PURCHASE AGREEMENT BETWEEN
Hashcow LLC (“The Seller”)
AND
SonicHash LLC (the “Purchaser”)
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Contents
| 1. | Definitions and Interpretations | 3 |
| 2. | Sales of Product(s) | 5 |
| 3. | Prices and Terms of Payment | 6 |
| 4. | Shipping of Product(s) | 7 |
| 5. | Customs | 9 |
| 6. | Warranty | 11 |
| 7. | Representations and Warranties | 13 |
| 8. | Indemnification and Limitation of Liability | 15 |
| 9. | Distribution | 16 |
| 10. | Intellectual Property Rights | 16 |
| 11. | Confidentiality and Communications | 17 |
| 12. | Term of this Agreement | 17 |
| 13. | Notices | 18 |
| 14. | Compliance with Laws and Regulations | 19 |
| 15. | Force Majeure | 21 |
| 16. | Entire Agreement and Amendment | 21 |
| 17. | Assignment | 22 |
| 18. | Severability | 22 |
| 19. | Personal Data | 22 |
| 20. | Conflict with the Terms and Conditions | 23 |
| 21. | Governing Law and Dispute Resolution | 23 |
| 22. | Waiver | 23 |
| 23. | Counterparts and Electronic Signatures | 23 |
| 24. | Further Assurance | 24 |
| 25. | Third Party Rights | 24 |
| 26. | Liquidated Damages Not Penalty | 24 |
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This sales and purchase agreement (this “Agreement”) is made on February 14, 2022 by and between Hashcow LLC (“The Seller”) and SonicHash LLC (the “Purchaser”), a U.S. subsidiary of China Xiangtai Food Co., Ltd..
The Seller and the Purchaser shall hereinafter collectively be referred to as the “Parties”, and individually as a “Party”.
Whereas:
| 1. | Purchaser fully understands the market risks, the price-setting principles and the market fluctuations relating to the Products sold under this Agreement. |
| 2. | Based on the above consensus, the Purchaser is willing to purchase and the Seller is willing to supply cryptocurrency mining hardware and other equipments in accordance with the terms and conditions of this Agreement. |
The Parties hereto agree as follows:
| 1. | Definitions and Interpretations |
The following terms, as used herein, have the following meanings:
“Affiliate” means, with respect to any Person, any other Person directly or indirectly Controlling, Controlled by, or under common Control with such Person; “Person” means any individual, corporation, partnership, limited partnership, proprietorship, association, limited liability company, firm, trust, estate or other enterprise or entity (whether or not having separate legal personality); and “Control” means the power or authority, whether exercised or not, to direct the business, management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise, provided that such power or authority shall conclusively be presumed to exist upon possession of beneficial ownership or power to direct the vote of more than fifty percent (50%) of the votes entitled to be cast at a meeting of the members or shareholders of such Person or power to control the composition of a majority of the board of directors of such Person. The terms “Controlled” and “Controlling” have meanings correlative to the foregoing.
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“Applicable Law” means any treaty, law, decree, order, regulation, decision, statute, ordinance, rule, directive, code or other document that has legal force under any system of law, including, without limitation, local law, law of any other state or part thereof or international law, and which creates or purports to create any requirement or rule that may affect, restrict, prohibit or expressly allow the terms of this Agreement or any activity contemplated or carried out under this Agreement.
“Bank Account” means the bank account information of The Seller provided in Appendix A of this Agreement.
“Force Majeure” means in respect of either Party, any event or occurrence whatsoever beyond the reasonable control of that Party, which delays, prevents or hinders that Party from performing any obligation imposed upon that Party under this Agreement, including to the extent such event or occurrence shall delay, prevent or hinder such Party from performing such obligation, war (declared or undeclared), terrorist activities, acts of sabotage, blockade, fire, lightning, acts of god, national strikes, riots, insurrections, civil commotions, quarantine restrictions, epidemics, earthquakes, landslides, avalanches, floods, hurricanes, explosions and regulatory and administrative or similar action or delays to take actions of any governmental authority.
“Intellectual Property Rights” means any and all intellectual property rights, including but not limited to those concerning inventions, patents, utility models, registered designs and models, engineering or production materials, drawings, trademarks, service marks, domain names, applications for any of the foregoing (and the rights to apply for any of the foregoing), proprietary or business sensitive information and/or technical know-how, copyright, authorship, whether registered or not, and any neighbor rights.
“Order” means the Purchaser’s request to The Seller for certain Product(s) in accordance with this Agreement.
“Product(s)” means the merchandise that The Seller will provide to the Purchaser in accordance with this Agreement.
“Total Purchase Price” means the aggregate amount payable by the Purchaser as set out in Appendix A of this Agreement.
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“Warranty Period” means the period of time that the Product(s) are covered by the warranty granted by The Seller or its Affiliates in accordance with Clause 6 of this Agreement.
“Warranty Start Date” means the date on which the Product(s) are delivered to the carrier by The Seller.
Interpretations:
| i) | Words importing the singular include the plural and vice versa where the context so requires. |
| ii) | The headings in this Agreement are for convenience only and shall not be taken into consideration in the interpretation or construction of this Agreement. |
| iii) | References to Clauses and Appendix(es) are references to Clauses and Appendix(es) of this Agreement. |
| iv) | Unless specifically stated otherwise, all references to days shall mean calendar days. |
| v) | Any reference to a code, law, statute, statutory provision, statutory instrument, order, regulation or other instrument of similar effect shall include any re-enactment or amendment thereof for the time being in force. |
| 2. | Sales of Product(s) |
The Seller will provide the Product(s) set forth in Appendix A (attached hereto as part of this Agreement) to the Purchaser in accordance with provisions of Clause 2, Clause 3, Clause 4 and Appendix A of this Agreement, and the Purchaser shall make payment in accordance with the terms specified in this Agreement.
| 2.1. | Both Parties agree that the Product(s) shall be sold in accordance with the following steps: |
| (i) | The Purchaser shall pay the Total Purchase Price in accordance with Appendix A of this Agreement. |
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| (ii) | Upon receipt of the Total Purchase Price, The Seller will provide a payment receipt immediately to the Purchaser. |
| (iii) | The Seller will send a shipping confirmation to the Purchaser immediately upon it has delivered the Product(s) to the carrier. |
| 2.2. | Both Parties acknowledge and agree that in case of product unavailability, The Seller shall have the right to cancel the Agreement after it has signed off the Agreement, issued the payment receipt or the shipping confirmation and will provide a written notice to the Purchaser immediately, provided that The Seller shall return the Total Purchase Price to the Purchaser within 24 hours, and any losses and damages incurred due to such cancellation shall be borne by The Seller. |
| 2.3. | The Purchaser acknowledges and confirms that, subject to Clause 15, the purchase of Products is irrevocable and cannot be cancelled by the Purchaser, and that the Product(s) ordered are neither returnable nor refundable, provided that the Product(s) shall be satisfied to the reasonable requirements of the Purchaser. All sums paid by the Purchaser to The Seller shall not be subject to any abatement, set- off, claim, counterclaim, adjustment, reduction, or defense for any reason. Subject to Clauses 3.2, down payment and payment of Total Purchase Price are not refundable, save as otherwise mutually agreed by the Parties. |
| 3. | Prices and Terms of Payment |
| 3.1 | The Total Purchase Price (inclusive of any tax payable) shall be paid in accordance with the payment schedule set forth in Appendix B of this Agreement. |
3.2 Subject to Clause 15, in the event that the Purchaser fails to fully settle the respective percentage of the Total Purchase Price before the prescribed deadlines and has not been cured within five (5) business days after the deadline, The Seller shall be entitled to request the Purchaser to pay a reasonable liquidated damage (not a penalty) of 20% of the purchase price of such batch of Products within sixty (60) days. In the event that the Purchaser fails to pay the aforementioned Purchase Price after the expiration of the time limit, The Seller shall be entitled to terminate this Agreement and shall provide a written notice to the Purchaser immediately. If there are any remaining balance of the Purchaser after deducting the liquidated damage, such remaining balance shall be refunded to the Purchaser free of any interest immediately. If the Purchaser fails to pay the down payment on a timely basis and The Seller has arranged production or procurement, The Seller shall be entitled to request the Purchaser to be responsible for the reasonable loss related to such production or procurement.
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| 3.3 | The Parties understand and agree that the Total Purchase Price is inclusive of applicable bank transaction fee, but is exclusive of the insurance fee, logistics costs of shipping from The Seller’s warehouse to the designated place of the Purchaser, relevant maintenance or other applicable and reasonable costs of the Purchaser to purchase the Product(s), and any and all applicable import duties, taxes and governmental charges. The Purchaser shall pay or reimburse The Seller for all taxes which shall be borne by the Purchaser. If any payment is subject to withholding due to the willful misconduct or gross negligence of the Purchaser, the Purchaser shall pay such additional amounts as necessary, to ensure that The Seller receives the full amount it would have received had payment not been subject to such withholding. Each Party shall be responsible for its own duties and fees incurred by such Party in connection with this Agreement. Pursuant to the relevant tax-related laws and regulations, the Parties are responsible for their own tax expenses related to this Agreement in accordance with their own tax payment obligations. |
| 4. | Shipping of Product(s) |
| 4.1. | The Seller shall deliver the Products within 75 days after the purchaser makes payment in full to the first carrier or the carrier designated by the Purchaser. |
| 4.2. | Subject to the limitations stated in Appendix A, the terms of delivery of the Product(s) shall be CIP (carriage and insurance paid to (named place of destination) according to Incoterms 2010) to the place of delivery designated by the Purchaser. Once the Product(s) have been delivered to the carrier, The Seller shall have fulfilled its obligation to supply the Product(s) to the Purchaser, and the title and risk of loss or damage to the Product(s) shall pass to the Purchaser. |
4.3. If The Seller fails to deliver the Products within five (5) days after the prescribed deadline, the Purchaser shall be entitled to cancel the Order of such batch of Products immediately and request The Seller to refund the price of such undelivered batch of Products together with an interest at 0.0333% per day for the period from the next day of each payment of the price of such batch of Products to the date immediately prior to the request. In the event that the Purchaser does not cancel the Order of the undelivered batch of Products and requests The Seller to perform its delivery obligation, The Seller shall continue to perform its delivery obligation within in five (5) days after receiving the notice from the Purchaser and compensate the Purchaser in accordance with Clause 4.4 of this Agreement.
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| 4.4. | If The Seller postpones the shipping schedule of the Products and the Purchaser does not cancel the Order, The Seller shall make a compensation to the Purchaser on daily basis, the amount of which shall equal to 0.0333% of the price of such undelivered batch of Products, which compensation shall be made in the form of delivery of more rated hashrate. Amount less than one unit of Product shall be credited to the balance of the Purchaser in the user system on The Seller’s official website, which shall be viewable by the Purchaser. |
| 4.5. | The Purchaser shall choose the following shipping method: |
Shipping by The Seller via Fedex/DHL/UPS/other logistics company.
Note: Logistics costs shall be borne by the Purchaser. The Seller may collect payments on behalf of the services providers and issue services invoices if the Purchaser requests The Seller to send the Products.
| 4.6. | The Seller shall not be responsible for any delivery delay caused by the Purchaser or any third party, including but not limited to the carrier, the customs, and the import brokers, nor shall it be liable for damages, whether direct, indirect, incidental, consequential, or otherwise, for any failure, delay or error in delivery of any Product(s), except that such damages are incurred due to the willful misconduct, gross negligence, actual fraud of The Seller, its affiliates, directors and employees, or a willful violation of law and this Agreement by such person. |
| 4.7. | The Seller shall not be responsible and the Purchaser shall be fully and exclusively responsible for any loss of Product(s), personal injury, property damage, other damage or liability caused by the Product(s) or the transportation of the Product(s) either to the Purchaser or any third party, or theft of the Product(s) during transportation from The Seller to the Purchaser, except that such damages are incurred due to the willful misconduct, gross negligence, actual fraud of The Seller, its affiliates, directors and employees, or a willful violation of law and this Agreement by such person. |
| 4.8. | The Seller may discontinue the sale of the Product(s) and to make changes to its Product(s) at any time, provided that The Seller will notify to the Purchaser in advance and will discuss in good faith to find out the alternative ways. |
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| 4.9. | Subject to Clause 6, if the Product(s) is rejected and/or returned back to The Seller after the Acceptance Time, the Purchaser shall be solely and exclusively liable for and shall defend, fully indemnify and hold harmless The Seller against any and all related expenses, fees, charges and costs incurred, arising out of or incidental to such rejection and/or return (the “Return Expense”), except that such expenses, fees, charges and costs are incurred due to the willful misconduct, gross negligence, actual fraud of The Seller, its affiliates, directors and employees, or a willful violation of law and this Agreement by such person. Furthermore, if the Purchaser would like to ask for The Seller’s assistance in redelivering such Product(s) or assist in any other manner, and if The Seller at its sole discretion decides to provide this assistance, then in addition to the Return Expense, the Purchaser shall also pay The Seller an administrative fee as mutually agreed by The Seller and the Purchaser.Provided that such redelivering is incurred due to the willful misconduct, gross negligence, actual fraud of The Seller, its affiliates, directors and employees, or a willful violation of law and this Agreement by such person, the Purchaser shall not pay any additional fee to The Seller. |
| 4.10. | If the Purchaser fails to provide The Seller with the delivery place or the delivery place provided by the Purchaser is a false address or does not exist, or the Purchaser reject to accept the Products, any related reasonable costs occurred (including storage costs, warehousing charge and labor costs) shall be borne by the Purchaser. The Seller may issue the Purchaser a notice of self-pick-up and ask the Purchaser to pick up the Products itself. The Seller shall be deemed to have completed the delivery obligation under this Agreement after two (2) business days following the issue of the self-pick-up notice. After thirty (30) days of the self-pick-up notice, the Purchaser shall be entitled to deal with the Products in any manner as it deems appropriate. |
| 4.11. | The Purchaser shall inspect the Products within two (2) business days (the “Acceptance Time”) after receiving the Products (the date of signature on the carrier’s delivery voucher shall be the date of receipt), if the Purchaser does not raise any written objection within the agreed Acceptance Time, the Products delivered by The Seller shall be deemed to be in full compliance with the provisions of this Agreement. If the Purchaser raise the written object to The Seller within the Acceptance Time, The Seller shall return the Purchase Price to the Purchaser immediately. |
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| 5. | Customs |
| 5.1. | The Seller shall obtain in due time and maintain throughout the term of this Agreement (if applicable), any and all approvals, permits, authorizations, licenses and clearances for the export of the Product(s) that are required to be obtained by The Seller or the carrier under Applicable Laws. |
| 5.2. | The Purchaser shall obtain in due time and maintain throughout the term of this Agreement (if applicable), any and all approvals, permits, authorizations, licenses and clearances required for the import of the Product(s) to the country of delivery as indicated in the shipping information, that are required to be obtained by the Purchaser or the carrier under Applicable Laws, and shall be responsible for any and all additional fees, expenses and charges in relation to the import of the Product(s). |
| 5.3. | As far as permitted by laws, except for the Warranty as set forth in Section 6 of the Agreement, The Seller provides no other warranty, explicit or implied, in any form, including but not limited to the warranty of the marketability, satisfaction of the quality, suitability for the specific purpose, not infringing third party’s right, etc. In addition, The Seller shall not be responsible for any direct, specific, incidental, accidental or indirect loss arising from the use of the Product(s), including but not limited to the loss of commercial profits, except that such damages are incurred due to the willful misconduct, gross negligence, actual fraud of The Seller, its affiliates, directors and employees, or a willful violation of law and this Agreement by such person. |
| 5.4. | The Seller shall not be liable for any loss caused by: |
| (i) | failure of the Purchaser to use the Product(s) in accordance with the manual, specifications, operation descriptions or operation conditions provided by The Seller in writing; |
| (ii) | the non-operation of the Product(s) during the replacement/maintenance period or caused by other reasons; |
| (iii) | confiscation, seizure, search or other actions taken by government agencies such as customs, |
except that such damages are incurred due to the willful misconduct, gross negligence, actual fraud of The Seller, its affiliates, directors and employees, or a willful violation of law and this Agreement by such person.
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| 6. | Warranty |
| 6.1. | The Warranty Period shall start on the Warranty Start Date and end on the 365th day after the Warranty Start Date. During the Warranty Period, the Purchaser’s sole and exclusive remedy, and The Seller’s entire liability, will be to repair or replace, at The Seller’s option, the defective part/component of the Product(s) or the defective Product(s) at no charge to the Purchaser. If the Purchaser requires The Seller to provide any warranty services, the Purchaser shall create a maintenance order on The Seller’s website during the Warranty Period (the time of creation of the maintenance order shall be determined by the display time of such order on The Seller’s website) and send the Product to the place designated by The Seller within the reasonable time limit required and notified to the Purchaser by The Seller in advance. Otherwise, The Seller shall be entitled to refuse to provide the warranty service. |
| 6.2. | The Parties acknowledge and agree that the warranty provided by The Seller as stated in the preceding paragraph does not apply to the following: |
| (i) | normal wear and tear; |
| (ii) | damage resulting from accident, abuse, misuse, neglect, improper handling or improper installation which is not incurred due to willful misconduct or gross negligence of The Seller, its affiliates, directors and employees; |
| (iii) | damage or loss of the Product(s) caused by undue physical or electrical stress, including but not limited to moisture, corrosive environments, high voltage surges, extreme temperatures, shipping, or abnormal working conditions; |
| (iv) | damage or loss of the Product(s) caused by acts of nature including, but not limited to, floods, storms, fires, and earthquakes; |
| (v) | damage caused by operator error, or non-compliance with instructions as set out in accompanying documentation; |
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| (vi) | alterations by persons other than The Seller, the affiliates and employees of The Seller, associated partners or authorized service facilities; |
| (vii) | Product(s), on which the original software has been replaced or modified by persons other than The Seller, the affiliates and employees of The Seller, associated partners or authorized service facilities; |
| (viii) | counterfeit products; |
| (ix) | damage or loss of data due to interoperability with current and/or future versions of operating system, software and/or hardware; |
| (x) | damage or loss of data caused by improper usage and behavior which is not recommended and/or permitted in the product documentation; |
| (xi) | failure of the Product(s) caused by usage of products not supplied by The Seller, the affiliates and employees of The Seller,; and |
| (xii) | hash boards or chips are burnt. |
In case the warranty is voided, The Seller may, at its sole discretion, provide repair service to the Purchaser, and the Purchaser shall bear all related reasonable expenses and costs.
6.3. Notwithstanding anything to the contrary herein, the Purchaser acknowledges and agrees that the Product(s) provided by The Seller do not guarantee any cryptocurrency mining time and, The Seller shall not be liable for any cryptocurrency mining time loss or cryptocurrency mining revenue loss that are caused by downtime of any part/component of the Product(s), which is not incurred due to willful misconduct or gross negligence of The Seller, its affiliates, directors and employees. The Seller does not warrant that the Product(s) will meet the Purchaser’s requirements or the Product(s) will be uninterrupted or error free. Except as provided in Clause 6.1 of this Agreement, The Seller makes no warranties to the Purchaser with respect to the Product(s), and no warranties of any kind, whether written, oral, express, implied or statutory, including warranties of merchantability, fitness for a particular purpose or non-infringement or arising from course of dealing or usage in trade shall apply.
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| 6.4. | In the event of any ambiguity or discrepancy between this Clause 6 of this Agreement and The Seller’s After-sales Service Policy from time to time, it is intended that the After-sales Service Policy shall prevail and the Parties shall comply with and give effect to the After-sales Service Policy. Please refer to the website of The Seller for detailed terms of warranty and after-sales maintenance. The Seller will notify the Purchaser of the update or modification of such terms immediately. |
| 6.5. | During the Warranty Period, if the hardware product needs to be repaired or replaced, the Purchaser shall bear the logistics costs of shipping the Product to the address designated by The Seller, and The Seller shall bear the logistics costs of shipping back the repaired or replaced Product to the address designated by the Purchaser. The Purchaser shall bear all and any additional costs incurred due to incorrect or incomplete delivery information provided by the Purchaser and all and any risks of loss or damage to the Product, or the parts or components of the Products during the transportation period (including the transportation period when the product is sent to The Seller and returned by The Seller to the Purchaser), except that such losses or damages are incurred due to the willful misconduct, gross negligence, actual fraud of The Seller, its affiliates, directors and employees, or a willful violation of law and this Agreement by such person. |
| 7. | Representations and Warranties |
Each Party makes the following representations and warranties to the other Party:
| 7.1. | It has the full power and authority to own its assets and carry on its businesses. |
| 7.2. | The obligations expressed to be assumed by it under this Agreement are legal, valid, binding and enforceable obligations. |
| 7.3. | It has the power to enter into, perform and deliver, and has taken all necessary action to authorize its entry into, performance and delivery of, this Agreement and the transactions contemplated by this Agreement. |
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| 7.4. | The entry into and performance by it of, and the transactions contemplated by, this Agreement do not and will not conflict with: |
| (i) | any Applicable Law; |
| (ii) | its constitutional documents; or |
| (iii) | any agreement or instrument binding upon it or any of its assets. |
| 7.5. | All authorizations required or desirable: |
| (i) | to enable it lawfully to enter into, exercise its rights under and comply with its obligations under this Agreement; |
| (ii) | to ensure that those obligations are legal, valid, binding and enforceable; and |
| (iii) | to make this Agreement admissible in evidence in its jurisdiction of incorporation, |
have been or will have been by the time, obtained or effected and are, or will be by the appropriate time, in full force and effect.
| 7.6. | It is not aware of any circumstances which are likely to lead to: |
| (i) | any authorization obtained or effected not remaining in full force and effect; |
| (ii) | any authorization not being obtained, renewed or effected when required or desirable; or |
| (iii) | any authorization being subject to a condition or requirement which it does not reasonably expect to satisfy or the compliance with which has or could reasonably be expected to have a material adverse effect. |
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| 7.7. | (a) To the best knowledge of the Purchaser, it is not the target of economic sanctions administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury, the U.S. Department of State, the United Nations Security Council, the European Union, Her Majesty’s Treasury or Singapore (“Sanctions”), including by being listed on the Specially Designated Nationals and Blocked Persons (SDN) List maintained by OFAC or any other Sanctions list maintained by one of the foregoing governmental authorities, directly or indirectly owned or controlled by one or more SDNs or other Persons included on any other Sanctions list, or located, organized or resident in a country or territory that is the target of Sanctions, and (b) the purchase of the Product(s) will not violate any Sanctions or import and export control related laws and regulations. |
| 7.8. | All information supplied by each Party is and shall be true and correct, and the information does not contain and will not contain any statement that is false or misleading. |
| 8. | Indemnification and Limitation of Liability |
| 8.1. | Unless other provided under this Agreement, if any Party fails to fully perform or ceasing performing its obligations under this Agreement, it shall be deemed as a defaulting party (the “Defaulting Party”) under this Agreement. The Defaulting Party shall indemnify the non-Defaulting Parties, including their respective affiliates and their respective directors, officers, employees, partners, members, shareholders, agents and representatives, from and against any loss, damage or liability due to or arising out of or resulting from such Defaulting Party’s default. |
| 8.2. | The Product(s) are not designed, manufactured or intended for use in hazardous or critical environments or in activities requiring emergency or fail-safe operation, such as the operation of nuclear facilities, aircraft navigation or communication systems or in any other applications or activities in which failure of the Product(s) may pose the risk of environmental harm or physical injury or death to humans. The Seller specifically disclaims any express or implied warranty of fitness for any of the above described application and any such use shall be at the Purchaser’s sole risk. |
8.3. The above limitations and exclusions shall apply (1) notwithstanding failure of essential purpose of any exclusive or limited remedy; and (2) whether or not The Seller has been advised of the possibility of such damages. This Clause allocates the risks under this Agreement and The Seller’s pricing reflects this allocation of risk and the above limitations.
| 9. | Distribution |
| 9.1. | This Agreement does not constitute a distributor agreement between The Seller and the Purchaser. Therefore, the Purchaser is not an authorized distributor of The Seller. |
| 9.2. | The Purchaser shall in no event claim or imply to a third party that it is an authorized distributor of The Seller or The Seller (Antminer) or any similar terms, or perform any act that will cause it to be construed as an authorized distributor of The Seller or The Seller (Antminer). As between the Purchaser and The Seller, the Purchaser shall be exclusively and fully responsible for complying with the Applicable Laws regarding repackaging the Product(s) for the Purchaser’s redistribution needs, and shall be solely liable for any and all liabilities or costs directly incurred or incidental to such redistribution. |
| 10. | Intellectual Property Rights |
| 10.1. | The Parties agree that the Intellectual Property Rights in any way contained in the Product(s), made, conceived or developed by The Seller and/or its Affiliates for the Product(s) under this Agreement and/or, achieved, derived from, related to, connected with the provision of the Product(s) by The Seller and/or acquired by The Seller from any other person in performance of this Agreement shall be the exclusive property of The Seller and/or its Affiliates. |
| 10.2. | Notwithstanding anything to the contrary herein, all Intellectual Property Rights in the Product(s) shall remain the exclusive property of The Seller and/or its licensors. Except for licenses explicitly identified in The Seller’s shipping confirmation or in this Clause 10.2, no rights or licenses are expressly granted, or implied, whether by estoppel or otherwise, in respect of any Intellectual Property Rights of The Seller and/or its Affiliates or any Intellectual Property residing in the Product(s) provided by The Seller to the Purchaser, including in any documentation or any data furnished by The Seller. The Seller grants the Purchaser a non-exclusive, non- transferrable, royalty-free and irrevocable license of The Seller and/or its Affiliates’ Intellectual Property Rights to solely use the Product(s) delivered by The Seller to the Purchaser for their ordinary function, and subject to the Clauses set forth herein. |
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The Purchaser shall in no event violate the Intellectual Property Rights of The Seller and/or its licensors.
| 10.3. | The Purchaser shall not illegally use or infringe the Intellectual Property Rights of the Product in any way. Otherwise, The Seller shall have the right to request the Purchaser to take immediate remedial measures and assume full responsibilities, including but not limited to ceasing the infringement immediately, eliminating the impact, and compensating The Seller and/or its suppliers for all losses arising out of the infringement, etc. |
| 10.4. | The Purchaser shall not use any technical means to disassemble, mapping or analyze the Products of The Seller that the Purchaser obtains publicly to retrieve relevant technical information of the Products and use it for commercial purposes. Otherwise, The Purchaser shall be liable for losses caused to The Seller in accordance with Clause 10.3. |
| 10.5. | If applicable, payment by the Purchaser of non-recurring charges to The Seller for any special designs, or engineering or production materials required for The Seller’s performance of Orders for customized Product(s), shall not be construed as payment for the assignment from The Seller to the Purchaser of title to the design or special materials. The Seller shall be the sole owner of such special designs, engineering or production materials. |
| 11. | Confidentiality and Communications |
| 11.1. | All information concerning this Agreement and matters pertaining to or derived from the provision of Product(s) pursuant to this Agreement between the Parties, whether in oral or written form, or in the form of drawings, computer programs or other, as well as all data derived therefrom (“Confidential Information”), shall be deemed to be confidential and, as such, may not be divulged to any unauthorized person. Each Party undertakes and agrees to take all reasonable and practicable steps to ensure and protect the confidentiality of the Confidential Information which cannot be passed, sold, traded, published or disclosed to any unauthorized person. |
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| 12. | Term of this Agreement |
| 12.1. | The Parties agree that, unless this Agreement specifies otherwise, no Party shall terminate this Agreement in advance. |
| 12.2. | This Agreement shall be effective upon signing of this Agreement and shall remain effective up to and until the delivery of the last batch of Products. |
| 13. | Notices |
| 13.1. | All notices, requirements, requests, claims, and other communications in relation to this Agreement shall be in writing, and shall be given or made by delivery in person, by an internationally recognized overnight courier service, by facsimile or registered or certified mail (postage prepaid, return receipt requested) or electronic mail to the respective Parties at the addresses specified below or at such other address for a Party as may be specified in a notice given in accordance with this Section 13.1. |
| 13.2. | The following are the initial contact of each Party: |
If to the Purchaser:
| Attn: |
Email:
If to The Seller:
Attn:
E-mail:
| 13.3. | All such notices and other communications shall be deemed effective in the following situations: |
| (i) | if sent by delivery in person, on the same day of the delivery; |
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| (ii) | if sent by registered or certified mail or overnight courier service, on the same day the written confirmation of delivery is sent; and |
| (iii) | if sent by electronic mail, at the entrance of the related electronic mail into the recipient’s electronic mail server. |
| 14. | Compliance with Laws and Regulations |
| 14.1. | Each Party undertakes that it will fully comply with all Applicable Laws in relation to export and import control and Sanctions and shall not take any action that would cause the other Party or any of its Affiliates to be in violation of any export and import control laws or Sanctions. Each Party shall also be fully and exclusively liable for and shall defend, fully indemnify and hold harmless the other Party and/or its Affiliates from and against any and all claims, demands, actions, costs or proceedings brought or instituted against the other Party and/or its Affiliates arising out of or in connection with any breach by the such Party or the carrier of any Applicable Laws in relation to export and import control or Sanction, except that such losses or damages are incurred due to the willful misconduct, gross negligence, actual fraud of the other Party, its affiliates, directors and employees, or a willful violation of law and this Agreement by such person. |
| 14.2. | Each Party undertakes that the documents, materials, vouchers, order information, payment account information, credential numbers, mobile phone numbers, transaction instructions and so on provided by such Party shall be true, correct, complete and effective, and the information does not contain any statement that is false or misleading. |
| 14.3. | If there is any suspicious transaction, illegal transaction, risky transaction or other risky events of the each Party’s account with the other Party, such Party agrees that the other Party shall have the right to disclose the such Party’s registration information, transaction information, identity information, logistics information upon the request of relevant judicial agencies, regulatory agencies or third-party payment institutions for investigation purpose. In addition, if necessary, such Party shall provide further information upon the other Party’s request. |
14.4. The Purchaser acknowledges and agrees that the Product(s) in this Agreement are subject to the export control laws and regulations of all related countries, including but not limited to the Export Administration Regulations (“EAR”) of the United States. Without limiting the foregoing, the Purchaser shall not, without receiving the proper licenses or license exceptions from all related governmental authorities, including but not limited to the U.S. Bureau of Industry and Security, distribute, re- distribute, export, re-export, or transfer any Product(s) subject to this Agreement either directly or indirectly, to any national of any country identified in Country Groups D:1 or E:1 as defined in the EARs. In addition, the Product(s) under this Agreement may not be exported, re-exported, or transferred to (a) any person or entity for military purposes; (b) any person or entity listed on the “Entity List”, “Denied Persons List” or the SDN List as such lists are maintained by the U.S. Government, or (c) an end-user engaged in activities related to weapons of mass destruction. Such activities include but are not necessarily limited to activities related to: (1) the design, development, production, or use of nuclear materials, nuclear facilities, or nuclear weapons; (2) the design, development, production, or use of missiles or support of missiles projects; and (3) the design, development, production, or use of chemical or biological weapons. The Purchaser further agrees that it will not do any of the foregoing in violation of any restriction, law, or regulation of the European Union or an individual EU member state that imposes on an exporter a burden equivalent to or greater than that imposed by the U.S. Bureau of Industry and Security.
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| 14.5. | Each Party undertakes that it will not take any action under this Agreement or use the Product(s) in a way that will be a breach of any anti-money laundering laws, any anti-corruption laws, and/or any counter-terrorist financing laws. |
| 14.6. | The Purchaser warrants that the Product(s) have been purchased with funds that are from legitimate sources and such funds do not constitute proceeds of criminal conduct, or realizable property, or proceeds of terrorism financing or property of terrorist, within the meaning given in the Corruption, Drug Trafficking and Other Serious Crimes (Confiscation of Benefits) Act (Chapter 65A) and the Terrorism (Suppression of Financing) Act (Chapter 325), respectively. If The Seller receives, including but not limited to investigation, evidence collection, restriction and other measures, from any competent organizations or institutions, the Purchaser shall immediately cooperate with The Seller and such competent organizations or institutions in the investigation process, and The Seller may request the Purchaser to provide necessary security if so required. If any competent organizations or institutions request The Seller to seize or freeze the Purchaser’s Products and funds (or take any other measures), The Seller shall be obliged to cooperate with such competent organizations or institutions, and shall not be deemed as breach of this Agreement. The Purchaser understands that if any Person resident in Singapore knows or suspects or has reasonable grounds for knowing or suspecting that another Person is engaged in criminal conduct or is involved with terrorism or terrorist property and the information for that knowledge or suspicion came to their attention in the course of business in the regulated sector, or other trade, profession, business or employment, the Person will be required to report such knowledge or suspicion to the Suspicious Transaction Reporting Office, Commercial Affairs Department of the Singapore Police Force. The Purchaser acknowledges that such a report shall not be treated as breach of confidence or violation of any restriction upon the disclosure of information imposed by any Applicable Law, contractually or otherwise. |
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| 15. | Force Majeure |
| 15.1. | To the extent that a Party is fully or partially delayed, prevented or hindered by an event of Force Majeure from performing any obligation under this Agreement (other than an obligation to make payment), subject to the exercise of reasonable diligence by the affected Party, the failure to perform shall be excused by the occurrence of such event of Force Majeure. A Party claiming that its performance is excused by an event of Force Majeure shall, promptly after the occurrence of such event of Force Majeure, notify the other Party of the nature, date of inception and expected duration of such event of Force Majeure and the extent to which the Party expects that the event will delay, prevent or hinder the Party from performing its obligations under this Agreement. The notifying Party shall thereafter use its best effort to eliminate such event of Force Majeure and mitigate its effects. |
| 15.2. | The affected Party shall use reasonable diligence to remove the event of Force Majeure, and shall keep the other Party informed of all significant developments. |
| 15.3. | Except in the case of an event of Force Majeure, neither party may terminate this Agreement prior to its expiry date. |
| 15.4. | The Parties agree that, except for the prohibition of production and sale of Super Computing Server by the local government for The Seller, other related government actions shall not be deemed as Force Majeure. |
| 16. | Entire Agreement and Amendment |
This Agreement, constitutes the entire agreement of the Parties hereto and can only be amended with the written consent of both Parties or otherwise as mutually agreed by both Parties.
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| 17. | Assignment |
| 17.1. | The Seller and the Purchaser may freely assign or transfer any of its rights, benefits or obligations under this Agreement in whole or in part to its Affiliates, provided that without the consent of a Party, the other Party cannot freely assign or transfer any of its rights, benefits or obligations under this Agreement in whole or in part to any third party. |
| 17.2. | This Agreement shall be binding upon and enure to the benefit of each Party to this Agreement and its successors in title and permitted assigns. |
| 18. | Severability |
To the extent possible, if any provision of this Agreement is held to be illegal, invalid or unenforceable in whole or in part by a court, the provision shall apply with whatever deletion or modification is necessary so that such provision is legal, valid and enforceable and gives effect to the commercial intention of the Parties. The remaining provisions of this Agreement shall not be affected and shall remain in full force and effect.
| 19. | Personal Data |
Subject to Clause 11, depending on the nature of the Purchaser’s interaction with The Seller, some examples of personal data which The Seller may collect from the Purchaser include the Purchaser’s name and identification information, contact information such as the Purchaser’s address, email address and telephone number, nationality, gender, date of birth, and financial information such as credit card numbers, debit card numbers and bank account information.
The Seller generally does not collect the Purchaser’s personal data unless (a) it is provided to The Seller voluntarily by the Purchaser directly or via a third party who has been duly authorized by the Purchaser to disclose the Purchaser’s personal data to The Seller (the Purchaser’s “authorized representative”) after (i) the Purchaser (or the Purchaser’s authorized representative) has been notified of the purposes for which the data is collected, and (ii) the Purchaser (or the Purchaser’s authorized representative) has provided written consent to the collection and usage of the Purchaser’s personal data for those purposes, or
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(b) collection and use of personal data without consent is permitted or required by related laws. The Seller shall seek the Purchaser’s consent before collecting any additional personal data and before using the Purchaser’s personal data for a purpose which has not been notified to the Purchaser (except where permitted or authorized by law).
| 20. | Conflict with the Terms and Conditions |
In the event of any ambiguity or discrepancy between the Clauses of this Agreement and the Terms and Conditions from time to time, it is intended that the Clauses of this Agreement shall prevail and the Parties shall comply with and give effect to this Agreement.
| 21. | Governing Law and Dispute Resolution |
| 21.1. | This Agreement shall be solely governed by and construed in accordance with the laws of the United States |
| 21.2. | Any dispute, controversy, difference or claim arising out of or relating to this Agreement, including the existence, validity, interpretation, performance, breach or termination hereof or any dispute regarding non-contractual obligations arising out of or relating to this Agreement shall be referred to and finally resolved by arbitration administered by the United States Court under the UNCITRAL Arbitration Rules in force when the notice of arbitration is submitted. The decision and awards of the arbitration shall be final and binding upon the parties hereto. |
| 22. | Waiver |
Failure by either Party to enforce at any time any provision of this Agreement, or to exercise any election of options provided herein shall not constitute a waiver of such provision or option, nor affect the validity of this Agreement or any part hereof, or the right of the waiving Party to thereafter enforce each and every such provision or option.
| 23. | Counterparts and Electronic Signatures |
This Agreement may be executed in one or more counterparts, each of which will be deemed to be an original copy of this Agreement, and all of which, when taken together, will be deemed to constitute one and the same agreement. The facsimile, email or other electronically delivered signatures of the Parties shall be deemed to constitute original signatures, and facsimile or electronic copies hereof shall be deemed to constitute duplicate originals.
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| 24. | Further Assurance |
Each Party undertakes to the other Party to execute or procure to be executed all such documents and to do or procure to be done all such other acts and things as may be reasonable and necessary to give all Parties the full benefit of this Agreement.
| 25. | Third Party Rights |
A person who is not a Party to this Agreement has no right under the Contracts (Rights of Third Parties) Ordinance (Chapter 623 of the Laws of Hong Kong) to enforce or to enjoy the benefit of any term of this Agreement.
| 26. | Liquidated Damages Not Penalty |
It is expressly agreed that any liquidated damages payable under this Agreement do not constitute a penalty and that the Parties, having negotiated in good faith for such specific liquidated damages and having agreed that the amount of such liquidated damages is reasonable in light of the anticipated harm caused by the breach related thereto and the difficulties of proof of loss and inconvenience or nonfeasibility of obtaining any adequate remedy, are estopped from contesting the validity or enforceability of such liquidated damages.
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| Signed for and on behalf of The Seller | ||
| Hashcow LLC | ||
| Signature | /s/ Bing Liu | |
| Title | Director: Bing Liu | |
| Signed for and on behalf of the Purchaser | ||
| SonicHash LLC | ||
| Signature | /s/ Jiaming Li | |
| Title | Jiaming Li | |
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Appendix A
APPENDIX A
| 1. | Products: |
| 1.1. | The information (including but not limited to the quantity, rated hashrate, unit price (“Unit Price”), total price for one item (“Total Price (One Item)”), total price for all the items (“Total Purchase Price”) of Products to be purchased by Party B from Party A is as follows (“Products”): |
| 1.1.1 | Product Type |
| Type | Details |
| Product Name Rated hashrate / unit Rated power / unit |
Zhuque B1: 3400W/92TH/s Zhuque B1: 3400W/98TH/s |
| J/T@25℃ environment temperature |
Zhuque B1: 3400W/92TH/s: 37J Zhuque B1: 3400W/98TH/s: 34J |
|
Description |
1. The Seller undertakes that the error range of “J/T@25℃ environment temperature” does not exceed 10%. 2. “Rated hashrate / unit” and “rated power / unit” are for reference only and may defer from each batch or unit. The Seller makes no representation on “Rated hashrate / unit” and “rated power / unit . 3. Purchaser shall not reject the Products on the grounds that the actual parameters of the delivered Products are not in consistence with the reference indicators. The Seller undertakes that delivered Products are brand new and unused. |
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Appendix A
| 1.1.2 | Price, quantity and delivery: |
|
Product Name |
Configuration |
Shipping Schedule | Reference Quantity | Total Rated Hashrate (T) |
Unit Price (US$) |
Price Per T (US$) |
Total Price (US$) |
| Zhuque B1 | 3400W/92T | 2022/4/30 | 279 | 25,658 | 5,704 | 62 | 1,590,800 |
| Zhuque B1 | 3400W/98T | 2022/4/30 | 1100 | 107,800 | 6,370 | 65 | 7,007,000 |
| Total | 1,379 | 133,458 | 8,597,800 |
| 1.1.3 | Total price of the Products listed above: |
Total Purchase Price (tax exclusive): US$8,597,800
Tax: Nil
Total Purchase Price (tax inclusive): US$8,597,800
| 1.2. | Both Parties confirm and agree that The Seller may adjust the total quantity based on the total hashrate provided that the total hashrate of the Product(s) actually delivered by The Seller to the Purchaser shall not be less than the total rated hashrate agreed in Article 1.1 of this Appendix A. The Seller makes no representation that the quantity of the actually delivered Products shall be the same as the quantity set forth in Article 1.1. of this Appendix A. |
| 2. | The payment shall be arranged by the Purchaser as Appendix B. |
| 3. | Without prejudice to the above, the unit price and the Total Purchase Price of the Product(s) and any amount paid by the Purchaser shall be all denominated in USD. |
| 26 |
APPENDIX B
Payment Schedule
this Agreement is signed on
February 14, 2022
Pay 100% in five (5) working days after signing
| 28 |
Exhibit 10.3
购 销 协 议
SALES AND PURCHASE AGREEMENT
BETWEEN
AGM TECHNOLOGY LIMITED
(“Seller”)
AND
SonicHash LLC
("Purchaser”)
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本协议由AGM TECHNOLOGY LIMITED（“the seller”），（主要营业地址位于2/F Hongkong Offshore Centre No 28 Austin Avenue Stim Sha Tsui Kowloon Hong Kong)和SonicHash LLC（“the Purchaser”）（主要营业地址位于614 N.Dupont Hwy, Ste 210, Dover, Delaware）于 2022年2月14日签订。
This agreement (this "Agreement'') is made on 14 February 2022 by and between AGM TECHNOLOGY LIMITED (the" Seller”), with its principal office of business at 2/F Hongkong Offshore Centre No28 Austin Avenue Stim Sha Tsui Kowloon Hong Kong，and SonicHash LLC (the "Purchaser”)(, with its principal place of business at 614 N.Dupont Hwy, Ste 210, Dover, Delaware).
鉴于买方愿意购买本协议项下所售产品，卖方愿意根据本协议的条款和条件提供加密货币挖矿硬件和其他设备。经双方友好协商，达成以下协议，共同信守：
Whereas the Purchaser is willing to purchase the Products sold under this Agreement, Seller is willing to provide cryptocurrency mining hardware and other equipment in accordance with the terms and conditions of this Agreement. Through friendly negotiation, both parties have reached the following agreement and shall abide by it:
| 1、 | 标的产品信息，数量，价格，总价款。 |
Target Products information, quantity, price, total price.
1.1双方约定，本协议项下标的产品如下所示：
Both parties agree that the Products under this Agreement are as follows:
| 名称Commodity | 型号Model | 算力（TH/S）HashRate |
功耗(W)
Power Consumption
|
总算力（T）Quantity/T | 单价美元Price/USD |
总价美元
Total amount/USD
|
| Miner | Zhuque B1 | 92T | 3400W±5% | 75,542T | 62USD | 4,683,600 |
|
本表列示标的产品性能参数（算力、功耗）系在满足25〫C环境条件下的运行结果。
The performance parameters (Hash Rate, power consumption) of the target Products listed in this table are the operating results under 25〫C environmental conditions。
| ||||||
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1.2为保障服务器以上述性能参数运行，买方应确保服务器运行的数据中心具备必要的降温、防尘措施，稳定的电力供应，以及基本的环境需求条件，包括：环境温度-5~35度、湿度<75%、交流电压210~240V、单个插座电流16A、粉尘<0.5mg每立方米（其中金属和硫化物含量不超过1%）。
In order to ensure that the server runs with the above performance parameters, the Purchaser shall ensure that the data center where the server runs has the necessary cooling, dust-proof measures, stable power supply, and basic environmental requirements, including: ambient temperature -5~35 degrees, humidity < 75%, AC voltage 210~240V, single socket current 16A, dust <0.5mg per cubic meter (including metal and sulfide content not more than 1%).
| 2、 | 价款及支付。Price and payment. |
2.1根据本协议约定，买方应向卖方支付的总价款为4,683,600美元。
According to the Agreement, the total price payable by Purchaser to Seller is USD4,683,600.
2.2协议签署后七个工作日内买方100%预付货款。
100% prepay should be made to the seller in 7 working days after signing the Agreement.
2.3 卖方指定收款账户信息如下：
The information of the receiving account designated by Seller is as follows:
Seller address：
Bank name:
Bank Address:
Swift Code:
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Account name:
Account number:
Contact:
| 3、 | 产品交付。Product delivery. |
3.1交付期限。Delivery date
不迟于2022年4月30日交付完成。
The latest delivery time shall not exceed 30 April 2022.
3.2交付方式。Delivery method.
3.2.1买方必须指明交货地点，卖方将把产品运送到该指定地点。买方指定交货地点需在香港范围内。买方未向卖方提供送货地点或买方提供的送货地点为虚假地址或不存在的，卖方可向买方发出自提通知并要求买方自己取走产品（应说明自提地址）。上述通知中自提的最早日期视为交货日期。买方收到上述通知后，即视为卖方已完成本协议项下的交付义务。买方应在收到卖方的通知后[5]个工作日内领取所有产品。否则，卖方有权按照USD[0.5]/台/天的标准向买方收取仓储费等费用。
The Purchaser must indicate place of delivery, and will ship the Products(s) to such designated place. The Purchaser 's designated delivery location must be within Hong Kong. If the Purchaser fails to provide Seller with the delivery place or the delivery place provided by the Purchaser is a false address or does not exist, Seller may issue the Purchaser a notice of self-pick-up (which shall specify the self- pick-up location) and ask the Purchaser to pick up the Products itself. The earliest date for self-pick-up mentioned in the above notice shall be deemed as the delivery date. Seller shall be deemed to have completed the delivery obligation under this Agreement when the Purchaser receives the above notice. The Purchaser shall pick up all the Products within [5] working days after receiving the notice from Seller. Otherwise, Seller is entitled to charge the Purchaser the storage fee, warehousing charge and other fees according to the standard of USD [0.5] / unit / day.
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3.2.2产品交付条款应为CIP（根据《2010年国际贸易术语解释通则》支付至（指定目的地）的运输和保险费）至买方指定的交付地点。一旦产品交付给承运人，应视为卖方已完成履行其向买方提供产品的义务，产品的所有权和损失或损坏风险应转移给买方。卖方对由买方或任何第三方（包括但不限于承运人、海关、进口经纪人）造成的任何交货延迟不承担任何责任。
The terms of delivery of the Products(s) shall be CIP (carriage and insurance paid to (named place of destination) according to Incoterms 2010) to the place of delivery designated by the Purchaser. Once the Products(s) have been delivered to the carrier, Seller shall have fulfilled its obligation to supply the Products(s) to the Purchaser, and the title and risk of loss or damage to the Products(s) shall pass to the Purchaser. Seller shall not be liable for any delay in delivery caused by the Purchaser or any third party (including but not limited to the carrier, customs and import broker).
3.2.3因产品或产品运输造成的任何产品灭失、损失、人身伤害、财产损失、其他损害或责任应由买方承担全部责任，卖方不承担任何责任。
The Purchaser shall bear full responsibility for any Products loss, damage, personal injury, property loss, other damage or liability caused by the Products or Products transportation, and Seller shall not bear any responsibility.
3.2.4买方应及时获得并在本协议的整个期限内保持将产品进口到指定的交货国所需的任何批准、许可、授权、执照和清关和所有买方或承运人根据适用法律要求提供的运输信息，并承担与进口产品有关的所有额外费用。
The Purchaser shall promptly obtain and maintain any approvals, permits, authorizations, licenses and customs clearance required to import the Products to the designated delivery country and all the transportation information provided by the Purchaser or the carrier in accordance with applicable legal requirements during the entire term of this agreement, and bear all additional costs related to imported Products.
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3.3 交货不到条款Failure to Deliver
3.3.1若卖方未能在2022年4月30日前完成100%交货，则买家有权取消未发货的订单并要求卖方返还已支付未发货订单价款并支付每日0.033%的罚息，计息期间从支付未发货订单的货款日起至买家要求取消之日止。若买家选择不取消订单，则卖家需在接到通知后5日内履行交付义务并根据本合同3.3.2条赔偿买方损失。
If the Seller fails to deliver 100% of the Products before 30 April 2022, the Purchaser shall be entitled to cancel the Order of undelivered batch of Products immediately and request the Seller to refund the price of such undelivered batch of Products together with an interest at 0.0333% per day for the period that starts the next day of the payment of the price of such batch of Products was made to the date immediately prior to the cancelation request. In the event that the Purchaser does not cancel the Order of the undelivered batch of Products and requests The Seller to perform its delivery obligation, The Seller shall perform its delivery obligation within five (5) days after receiving the notice from the Purchaser and compensate the Purchaser in accordance with Clause 3.3.2 of this Agreement.
3.3.2 若卖方延迟产品的交付日期同时买方未取消订单，则卖方需按照日息0.0333%自本合同3.1条中规定的约定交付日期至实际交付日期止向买方进行赔偿。
If the Seller postpones the shipping schedule of the Products and the Purchaser does not cancel the Order, the Seller shall make a compensation to the Purchaser on a daily basis, the amount of which shall equal to 0.0333% of the price of the Products for the period that starts on the delivery date defined in 3.1 to the extended delivery time when the Products are actually delivered.
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4、售后服务。After-sales service.
4.1保修期。Warranty period
保修期自保修开始日起至保修开始日后的第360天结束。“保修开始日期”是指产品交付给承运人的日期。
The warranty period starts from the Warranty Start Date to the 360th day after the Warranty Start Date. “Warranty Start Date” means the date on which the Products are delivered to the carrier by the Seller.
4.2保修方式。Warranty method
保修期内，卖方针对有缺陷的产品零件/部件或有缺陷的产品（“质量问题”）提供免费售后服务。保修期内，如果买方发现本协议标的产品存在质量问题或发生故障后，应立即通知卖方并配合卖方进行故障分析和处理。保修期内，因非产品本身质量问题所造成的故障或毁损，买方可选择由卖方提供有偿维修服务，维修实际发生的材料费、部件费、运输费等费用由买方承担。
During the warranty period, Seller provides free after-sales service for the defective part/component of the Products or the defective Products (“Quality Related Issues”). During the warranty period, if the Purchaser finds that the Products subject to this Agreement has Quality Related Issues or malfunctions, it shall immediately notify Seller and cooperate with Seller for failure analysis and handling. During the warranty period, the Purchaser has the discretion to allow the Seller to provide paid repair services due to failures or damages that are not caused by Quality Related Issues. The actual costs of repairing materials, parts, transportation and other costs shall be borne by the Purchaser.
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4.3非保修范围。Not covered by warranty
4.3.1正常磨损；Normal abrasion;
4.3.2因事故、滥用、误用、疏忽、处理不当或安装不当造成的损坏；
Damage resulting from accident, abuse, misuse, neglect, improper handling or improper installation;
4.3.3未经书面授权、或未经售后支持人员同意，擅自拆卸、改装或修理导致损坏的产品；
Unauthorized disassembly, modification or repair of damaged Products without written authorization or without the consent of after-sales support personnel;
4.3.4使用非官方指定配件（包含但不限于电源、控制板、风扇、线缆等）导致算力不足或因匹配不上等服务器毁坏情形；
Use of unofficially designated accessories (including but not limited to power supplies, control boards, fans, cables, etc.) leads to insufficient computing power or server damage due to poor matching;
4.3.5自行修改产品运行参数（如：超频），导致产品使用寿命缩短或直接损坏；
Modify the Products operating parameters (such as: overclocking) by Purchaser, resulting in shortened Products life or direct damage;
4.3.6未按照规范或说明用电、用网、以及仓库环境不符合服务器运营要求导致的产品损坏，包含但不限于潮湿环境、腐蚀环境、超高温环境、尘埃颗粒超标、异常电压电流（如浪涌、冲击、不稳定）等；
Products damage caused by non-compliance with specifications or instructions on electricity, network, and warehouse environments that do not meet server operating requirements, including but not limited to humid environments, corrosive environments, ultra-high temperature environments, excessive dust particles, abnormal voltage and current (such as surge, Shock, instability);
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4.3.7产品序列号被恶意修改、污损或被故意清除的产品；
Products whose serial numbers have been maliciously modified, defaced, or deliberately removed;
4.3.8自然灾害引起的损坏，包含但不限于地震、火灾、暴雨及沙尘暴等。
Damage caused by natural disasters, including but not limited to earthquakes, fires, rainstorms and sandstorms.
如果过保修期，买方可以自行决定委托卖方方提供有偿维修服务。
If the warranty period expires, the Purchaser may engage the Seller to provide paid maintenance services to the Purchaser at its sole discretion.
5、联系方式。Contact information.
与本协议有关的所有通信均应通过以下联系人进行：
All communications in relation to this Agreement shall be made to the following contacts:
卖方业务联系人Seller 's business contact:
姓名Name：
电话Phone：
邮箱Email：
买方业务联系人Purchaser's business contact：
姓名Name：
电话Phone：
邮箱Email：
6、违约责任。Liability for breach of Agreement.
6.1双方郑重承诺严格履行本协议约定，任何一方违反本协议项下任何义务，均构成违约。违约方应承担继续履行、采取补救措施、支付违约金、赔偿损失等违约责任。赔偿损失的范围还应包括律师费、诉讼费、调查费、公证费、差旅费等维权费用。
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Both parties solemnly promise to strictly implement the provisions of this Agreement, and any breach of any obligation under this Agreement by either party constitutes a breach of Agreement. The party in breach shall be liable for breach of Agreement such as continuing to perform, taking remedial measures, paying liquidated damages, and compensating for losses. The scope of compensation for losses should also include attorney fees, litigation fees, investigation fees, notarization fees, travel expenses and other rights protection expenses.
6.2买方未按本协议约定按时支付应付款项，卖方有权选择单方面解除本协议。若买方的预付款在扣除双方同意的损失后仍有结余，则卖方需立即向买方支付改结余同时不扣除任何利息。若买方未能按时支付应付款项且同时卖方已开始生产或采购，则卖方可要求买方赔偿其生产及采购产生的合理损失。
If the Purchaser fails to pay the amount payable on time as agreed herein, Seller has the right to unilaterally terminate the Agreement. If there are any remaining balance of the Purchaser after deducting the mutually agreed damage, such remaining balance shall be immediately refunded to the Purchaser free of any interest. If the Purchaser fails to pay the amount payable on a timely basis and the Seller has arranged production or procurement, the Seller shall be entitled to request the Purchaser to be responsible for the reasonable loss related to such production or procurement.
6.3卖方应保证交付买方服务器的总算力不低于本协议约定。卖方可以在买方出具书面同意的情况下调整实际交付产品的品牌种类。
Seller shall ensure that the delivery of the server to Purchaser is no less than the effort set forth in this Agreement. Seller may adjust the brand type of the products actually delivered with the Purchaser’s prior written consent.
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7、声明和保证Representations and Warranties
买方向卖方作出以下陈述和保证：
The Purchaser makes the following representations and warranties to Seller:
7.1 拥有支配资产和开展业务的全部权力和权限。
It has the full power and authority to own its assets and carry on its businesses.
7.2 其在本协议项下明确承担的义务是合法、有效、有约束力和可执行的义务。The obligations expressed to be assumed by it under this Agreement are legal, valid, binding and enforceable obligations.
7.3 有权订立、履行和交付，并已采取一切必要行动授权其订立、履行和交付本协议以及本协议拟进行的交易。
It has the power to enter into, perform and deliver, and has taken all necessary action to authorize its entry into, performance and delivery of this Agreement and the transactions contemplated by this Agreement.
8、可分割性Severability
若本协议中任何条款或者条件根据任何法律或者公共政策被认定为无效、不合法或者无法执行，则本协议中其他所有的条款或者条件均应当不受影响，仍保持完全的效力，只要该拟定交易的经济或法律实质未对任何一方造成任何形式的不利影响。任何无效的、不合法的或不可执行的条款或条件终止后，双方应当进行良好协商共同修改本协议，尽可能以一种可接受的方式达成双方的原始意图，以使本协议的拟定交易能够在尽可能的范围内完成。
If any term or other provision of the Agreement is invalid, illegal or incapable of being enforced by any rule of law or public policy, all other conditions and provisions of the Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated thereby is not affected in any adverse manner to either Party hereto. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the Parties hereto shall negotiate in good faith to modify the Agreement so as to affect the original intent of the Parties hereto as closely as possible in an acceptable manner, to the end that the transactions contemplated in the Agreement may be fulfilled to the extent possible.
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9、转让Assignment
9.1买方可以自由地将其在本协议项下的任何权利、利益或义务全部或部分转让给其关联公司或任何第三方。未经买方事先书面同意，卖方不得全部或部分转让或转让其在本协议项下的任何权利、利益或义务。
The Purchaser may freely assign or transfer any of its rights, benefits or obligations under this Agreement in whole or in part to its Affiliates or to any third party. The Seller may not assign or transfer any of its rights, benefits or obligations under this Agreement in whole or in part without the Purchaser 's prior written consent.
9.2 本协议对本协议的每一方及其权利继承人和允许的受让人具有约束力并确保其受益。
This Agreement shall be binding upon and enure to the benefit of each Party to this Agreement and its successors in title and permitted assigns.
10、保密条款Confidentiality and Communications
有关本协议的所有信息以及与双方根据本协议提供的产品有关或衍生的所有信息，无论是口头或书面形式，还是图纸、计算机程序或其他形式，以及从中得出的所有数据（“机密信息”）均应视为机密，因此不得泄露给任何未经授权的人。买方承诺并同意采取一切合理和可行的步骤来确保和保护机密信息的机密性，这些信息不能被传递、出售、交易、发布或披露给任何未经授权的人。
All information concerning this Agreement and matters pertaining to or derived from the provision of Product(s) pursuant to this Agreement between the Parties, whether in oral or written form, or in the form of drawings, computer programs or other, as well as all data derived therefrom (''Confidential Information,), shall be deemed to be confidential and, as such, may not be divulged to any unauthorized person. The Purchaser undertakes and agrees to take all reasonable and practicable steps to ensure and protect the confidentiality of the Confidential Information which cannot be passed, sold, traded, published or disclosed to any unauthorized person.
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11、不可抗力
11.1不可抗力是指本合同订立时不能预见、不能避免并不能克服的客观情况，包括但不限于自然灾害（如台风、地震、洪水、冰雹等）、社会异常事件（如罢工、骚乱等）、政府行为（如征收、征用、封锁、政府禁令等）等，以及厂商外协工厂因前述自然灾害、社会异常事件、政府行为或政府间政策变动导致的无法如期交货甚至停产、停止供应等情形。原材料价格上涨、雇员短缺、市场交易情况变动等不属于不可抗力。
Force majeure refers to objective circumstances that cannot be foreseen, avoided and cannot be overcome when this contract is concluded, including but not limited to natural disasters (such as typhoons, earthquakes, floods, hail, etc.), social abnormal events (such as strikes, riots, etc.), government actions (Such as expropriation, blockade, government bans, etc.) and etc., and manufacturers’ outsourced factories unable to deliver on time or even stop production due to the aforementioned natural disasters, social abnormal events, government actions, or changes in intergovernmental policies , Suspension of supply, etc. Rising prices of raw materials, shortage of employees, changes in market transactions, etc. are not force majeure.
11.2 若一方因不可抗力事件被完全或部分延迟、被阻止或被阻碍履行本协议项下的义务（付款义务除外），在受影响的一方尽合理努力的前提下， 未能履行的合同义务可因此类不可抗力事件的发生予以免除。 一方主张其履行合同的义务因不可抗力事件应被免除时，应在该不可抗力事件发生后立即通知另一方该不可抗力事件的性质、发生日期和预计持续时间以及该不可抗力事件的影响，即一方需预计该事件将在多大程度上延迟、阻止或阻碍一方履行其在本协议项下的义务。 此后，通知方应尽最大努力消除此类不可抗力事件并减轻其影响。To the extent that a Party is fully or partially delayed, prevented or hindered by an event of Force Majeure from performing any obligation under this Agreement (other than an obligation to make payment), subject to the exercise of reasonable diligence by the affected Party, the failure to perform shall be excused by the occurrence of such event of Force Majeure. A Party claiming that its performance is excused by an event of Force Majeure shall, promptly after the occurrence of such event of Force Majeure, notify the other Party of the nature, date of inception and expected duration of such event of Force Majeure and the extent to which the Party expects that the event will delay, prevent or hinder the Party from performing its obligations under this Agreement. The notifying Party shall thereafter use its best effort to eliminate such event of Force Majeure and mitigate its effects.
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11.3受影响的一方应尽合理努力消除不可抗力事件，并将所有重大进展通知另一方。
The affected Party shall use reasonable diligence to remove the event of Force Majeure, and shall keep the other Party informed of all significant developments.
12、适用法律和争议解决。Governing Law and Dispute Resolution
12.1本协议仅受香港法律管辖并据其解释。
This Agreement shall be solely governed by and construed in accordance with the laws of Hong Kong.
12.2因本协议引起或与本协议有关的任何争议、争议、分歧或索赔，包括本协议的存在、有效性、解释、履行、违约或终止，或因本协议引起或与本协议有关的非合同义务的任何争议，均应提交仲裁并由香港国际仲裁中心根据提交仲裁通知时有效的《贸易法委员会仲裁规则》进行仲裁并最终解决。仲裁的决定和裁决是终局的，对双方具有约束力。
Any dispute, controversy, difference or claim arising out of or relating to this Agreement, including the existence, validity, interpretation, performance, breach or termination hereof or any dispute regarding non-contractual obligations arising out of or relating to this Agreement shall be referred to and finally resolved by arbitration administered by the Hong Kong International Arbitration Center under the UNCITRAL Arbitration Rules in force when the notice of arbitration is submitted. The decision and awards of the arbitration shall be final and binding upon the parties hereto.
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13、其他。Other.
13.1本协议未尽事宜，双方应另行协商并签订补充协议。
For matters not covered in this Agreement, both parties shall negotiate and sign
a supplementary agreement separately.
13.2本协议以中英文版本书写，如协议条款有不一致之处则以英文为准。
This Agreement is written in both Chinese and English. If there is any inconsistency in the terms of the agreement, the English version shall prevail.
13.3本协议经双方签署盖章后生效。
This Agreement will come into effect after being signed and sealed by both parties.
13.4本协议一式贰份，双方各执壹份，具备同等法律效力。
This Agreement is made in two originals, with each party holding one copy and each copy having the same legal effect.
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(The rest part of the page is intentionally left in blank)
Signed for and on behalf of Seller
卖方Seller: AGM TECHNOLOGY LIMITED
签名Signature: /s/ Chenjun Li
日期Date: February 14, 2022
Signed for and on behalf of the Purchaser
买方Purchaser: SonicHash LLC
签名Signature: /s/ Jiaming Li
日期Date: February 14, 2022
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Exhibit 99.1
China Xiangtai Food Co., Ltd. to Purchase Bitcoin Miners to Grow Hash Rate by 209 PH/s upon 2022 Deployment
CHONGQING, China, February. 14, 2022 (GLOBE NEWSWIRE) -- China Xiangtai Food Co., Ltd. (NASDAQ: PLIN) ("China Xiangtai " or the "Company"), an emerging growth company engaged in the agricultural business with a diversified expansion strategy, announced today that the Company, through its U.S. subsidiary SonicHash LLC, has entered into sales and purchase agreements (the “Agreements”) with two global Bitcoin mining hardware suppliers to purchase 2200 Bitcoin miners for approximately US$13 million. The Company’s new miners have hash rates of 92 and 98 TH/s and are expected to ramp up the total hash rate of the Company’s miner fleet by over 209 PH/s.
According to the Agreements, the newly purchased 2200 miners are expected to be delivered to the Company’s mining facility site in the U.S. by April 30, 2022. Upon delivery, the Company’s mining operation is expected to consist of 3,628 Bitcoin miners producing approximately 341.2 PH/s when operating at full capacity. The Company expects to generate approximately US$21.5 million in revenue and US$13.5 million in cash contribution margin in the next 12 months, based on Bitcoin’s average price at US$43,576/BTC over the past week.
Dr. Erick Rengifo, CSO of the Company, commented on the purchase: “We expect that these purchase agreements will significantly bolster the Company’s projected growth. The global shortage of semiconductors and the recent increase in demand for Bitcoin mining have created a bottleneck for many miners to grow their hash rate. We are very pleased to secure long-term strategic cooperation with the world-leading mining hardware suppliers to continue our momentum.”
About China Xiangtai Food Co., Ltd.
China Xiangtai Food Co., Ltd., engages in agricultural business. The Company is also actively deploying emerging technologies, including crypto-asset mining and blockchain technologies, alongside diversified expansion strategies. The current operations are in the United States, Canada, and China. For more information, please visit https://irplin.com.
Safe Harbor Statement
This announcement contains forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact in this announcement are forward-looking statements. These forward-looking statements involve known and unknown risks and uncertainties. They are based on current expectations and projections about future events and financial trends that the Company believes may affect its financial condition, results of operations, business strategy, and financial needs. Investors can identify these forward-looking statements by words or phrases such as "may," "will," "expect," "anticipate," "aim," "estimate," "intend," "plan," "believe," "potential," "continue," "is/are likely to" or other similar expressions. The Company undertakes no obligation to update forward-looking statements to reflect subsequent occurring events or circumstances or changes in its expectations, except as may be required by law. Although the Company believes that the expectations expressed in these forward-looking statements are reasonable, it cannot assure you that such expectations will turn out to be correct. The Company cautions investors that actual results may differ materially from the anticipated results.
Company Contact
China Xiangtai Food Co., Ltd.
Erick W. Rengifo
Phone: +1-347-556-4747
Email: ir@irplin.com
Investor Relations Contact
Ms. Tina Xiao, President
Ascent Investor Relations LLC
Phone: +1-917-609-0333
Email: tina.xiao@ascent-ir.com