ExclusiveDistribution Agreement

1)

Party B has the valid legal qualification and continuous reliable capacity to enter into and perform this Agreement；

2)

Prior to signing the Agreement, Part B shall provide copy of its business license, tax registration certificate , legal representative ID and original certification of authorization signed by the authorized representative with the seal, and provide the originals for verification per Party A's requirement;

3)

Part B guarantees the authenticity, accuracy and integrity of the materials provided by PartyＢ;

4)

Part B commits and guarantees to legally use Part A’s trademarks, corporate names and the relevant logos after Party A’s written consent, shall not harm Party A’s reputation and slander Party A’s credibility;

 

Refer to Appendix 2 for the list of products’ name, variety, specifications, quantity, and price provided by Part A. Appendix 2 - purchase and sale list shall have the equal legal effect as this agreement upon being signed and sealed by legal representative or authorized agent.

 

The standard of products technology and quality provided by Part A shall be implemented according to the national standard or the industry standard; otherwise shall be implemented according to the enterprise manufacture standard.  If there is no technology and quality standard, it shall be implemented according to realization of the agreement purpose and products usage.

 

Party A has the right to offset any amount owed by Party B to any amount owned to Party B regardless of the amount owned under this agreement or by other means.

 

1.

Hereinafter refers to “warehouse ”,  the designated delivery place.  According to the stipulation of both parties, a delivery has taken place once the products leave the warehouse for Party A to perform the agreement. Part A shall undertake the risk of products loss and damage prior to products leaving warehouse, once the products leave the warehouses, the risk shall pass to Party B

 

2.

In the event that Party A fails to fulfill the agreement and fails to confirm any specific delivery due to Party B’s fault, Party A shall reserve the right to store product in warehouse, but Party B shall bear the risk and cost. The above mentioned choice doesn’t affect Part A to obtain other rights or remedies per this contract;

 

3.

The product ownership can only be transferred on condition that Part B has paid off the amount and also Party B does not owe any payment of Party A in this agreement or outside this agreement.  Prior to the above conditions are met, the product ownership shall not be transferred and be kept by Party A;

 

4.

Before Party A transfers the product ownership to Party B,  Party B shall transfer to the unpaid cargo to Party A requested by Party A at the first time. If Party B fails to fulfill the corresponding provision, Party A shall  access  to any place possessed, hold or controlled by Party B and re-attain the above-mentioned products without bearing any liability.

 

1.

The registered or unregistered trade mark, trade name, design, intellectual property right of Part A, including its company group and subsidiary  shall belong to Part A. Part B is only entitled to use Party's trademark logo during the valid period of the Agreement in the purpose of selling Party A’s products but not for any other purpose. Party B shall not change, cover, move, remove or damage products related to trademarks and brand names.  Upon expiration date of the Agreement, Party B shall not use the trademark symbol in any way or any purpose.

 

2.

Part A guarantees that the supplied products does not constitute any infringement of industrial property and intellectual property; B guarantees that the purchased product is not used for any infringement purpose of industrial property and intellectual property. Violators shall bear all tort liabilities hereto.

 

1.

Party B shall strictly keep the buying price, sales price, promotion costs, and other commercial and technical information ( including but not limited to price, marketing information and the customer name list) related to Party A’s business, products, programs, or development as confidentiality per Party A.  Without the written consent from Part A, Party B shall not disclose it to any third party. Otherwise, Party A is entitled to request Party B to compensate its loss caused by Party B’s violation of the confidentiality

 

2.

The effect of this confidential clause is independent from the this Agreement, which shall not be invalid and terminated because this Agreement is invalid or terminated. Party B shall continue to involve the confidentiality of the confidential information.

 

1.

Force majeure is defined any event or circumstance, at the time of signing this agreement, does not exist and can not reasonably be foreseen , and can be not controlled by any party, allowing a party can not fully or partially fulfill its obligations under this agreement. These circumstances include but are not limited to: the delay is caused by state or government action (including but not limited to failure to fulfill its obligations on time and make the necessary approval or license), crises, wars, strikes, natural disasters and energy shortages etc. The party affected by Force majeure of should immediately give a written notice to the other party, indicating the circumstances, causes and possible consequences, and shall attain a available proof of the force majeure event from the government department or a notary public within a reasonable time.  The exempted obligation only can be limited to the scope and duration caused by the majeure.

 

2.

In the event that the behavior of one party is terminated during the force majeure, the other party, in a reasonable commercial range, may terminate to perform all or part of its obligation correspondingly, but shall pay the due amounts.

 

3.

In the event that the force majeure continues to last for more than 30 days,  the non-affected party is not liable to terminate this agreement, but it shall notify the other party in writing and pay the due amounts or return back to  the delivered product.

1)

In the event that Party B violates the provisions stipulated in this agreement, Party B still does not make ratification upon Party A’s written notice, then Party A has right to terminate this agreement immediately by sending a written notice to Party B.

2)

Party B’s mode of operation is against the state laws and regulations.  Party A shall terminate the Agreement by notifying Party B in writing

3)

Party B is automatically or forced to close down, liquidation, bankruptcy, frozen and seized property or is involved in commercial or criminal liability etc, Party A has right to terminate this agreement immediately by sending a written notice to Party B.

 

2.

In the event of termination of this Agreement or returning goods due to Party B’s fault, Party B shall pay liquidated damages at 30% of the involved product price to Party A

 

3.

If Party A fails to deliver goods on time or delay the delivery due to Party B’s fault, Party B shall pay liquidated damages to Party A at thousandth of the contract price per day and also is responsible for the actual losses of Party A. Otherwise, Party A shall pay liquidated damages to Party B at thousandth of the contract price per day.

 

4.

In the event that the products provided by party A has quality problem and can not meet national standards, industry standards, manufacturer standards and purpose of realization this Agreement, they shall be replaced or returned.

 

1.

“In written” used in this Agreement refers to  letters, telegrams, faxes, and graphs.

 

2.

all amendments, supplement, deletion or change to this Agreement must be in writing and a supplemental agreement shall be signed. The Supplementary agreement constitutes an integral part of this agreement, and has the same legal effect as this agreement

 

3.

This agreement is in triplicate,  two for Part A, one for Part B, shall become effective upon being signed and sealed by both parties.

Legal representative:

Legal representative:

Authorized agent:

Authorized agent:

Tel.:

Tel.:

Add. :

Add.:

Post code:

Post code:

Account Number:

Account Number:

Date: July 1, 2010

  Date: July 1, 2010