Processing Consignment Contract
Exhibit
10.3
Consignor:
Yikoule Catering Distribution and Delivery Co., Ltd. (hereinafter shortened as
Party A)
Consignee:
Fujian Zhangzhou YiBiYi Food Co., Ltd. (hereinafter shortened as Party
B)
Whereas,
Party A consigns Party B for the processing of preserved fruits
products, this Contract on consigned processing is hereby signed by and between
the Parties upon agreement reached through negotiation in a view to safeguarding
the mutual benefits of both Parties, with terms and conditions as
follows.
Article
1 Content of processing consigned
Party A
consigns Party B for the processing of series of products, whereas Party A shall
set forth and notify Party B of the quantity, model (or development
information), standard, and quality of products to be processed, and both
Parties shall discuss on prices and specify such on P/Os
additionally.
Article
2 Obligations of Party A
Party A
shall
1.
consign Party B for processing of products demanded quarterly according to
production schedule;
2.
provide Party B with all legal documents related to Party A’s production
consignment formalities, trademark registrar, power of attorney, and legal
evidences for the legal ownership of commercial secrets;
3.
provide Party B with information concerning the model, quantity, technical
specifications & requirements and dates of delivery, of the products to be
processed;
4. be
entitled to carry out inspections and supervisions over the production standards
and product quality, and give appropriate comments and suggestions accordingly,
and receive and accept goods as per the confirmed samples;
5.
receive and accept goods as per confirm on the samples and standards agreed upon
by both Parties; and
6. Both
Parties shall keep all commercial secrets in strict confidential.
- All
trademarks, pictures, drawings and diagrams on the aforementioned products to be
processed shall remain the property of Party A, on which Party B may not produce
or provide to any other party;
- Party A
may not provide to any other manufacturer any of the samples designed and
manufactured by Party B.
Article
3 Obligations of Party B
Part B
shall
1. carry
out consigned processing in strict accordance with the content and requirements
of consignments;
2. be
responsible for the purchase, acceptance inspection, and supply of raw
materials, and carry out such on the quality standards set forth by Party
A;
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3.
maintain rigid management over the trademarks, packaging stuff and printed
materials supplied by Party A and, where inferior management of Party B causes
any loss of Party A’s trademarks, ornaments or packaging stuff, Party B shall
solely bear the consequences;
4. never
use any of the models provided by Party A into the production of other
trademarks;
5. keep
Party A’s commercial secrets in strict confidential;
6. ensure
Three Guarantees over all products processed on pertinent national standards the
Three Guarantees for products.
Article
4 Mode of payment and place of delivery:
Party A
shall after confirming on the models, quantities and standards of processing
sign with Party B Consigned Processing Notices, and pay Party B 30% over total
amounts within one (1) week thereafter, and make full payment of balance after
acceptance of Party B’s delivery and confirmation of the financial department.
The place of delivery shall be Party A’s warehouse.
Article
5 Standards for acceptance inspection
Both
Parties shall discuss and agree on samples for all models before placing any
P/O, upon which along with the supervision requirements as may be raised by the
quality director in the course of production (such requirements being in written
form), and Party A shall carry out acceptance inspection within three (3) days
after Party B’s delivery at the designated place.
Article
6 Breach of contract
1. Where
Party B fails to make delivery on time required by Party A, Party B shall be
liable for a default fine at 1% over total prices of the goods on that batch on
a daily basis; Where Party A fails to receive the goods as per requirements of
Contract, Party B is entitled to withhold deposit paid by Party A.
2. Where
Party B carries out manufacturing or sales of Party A’s products, packaging
stuff or printing materials without authorization, in relation to the quantity
of such production or sales, Party B shall pay Party A a default fine of RMB
500,000.00 (in word, renminbi FIVE HUNDRED THOUSAND yuan only), and be held
liable according to law.
3. Where
either Party breaches any of other terms and conditions agreed hereof in the
Contract, the breaching Party shall be liable to a default fine at 30% over the
prices of the goods on that batch.
| Party A: (Company Seal and Signature /s/ Li Hong) | Party B: (Company Seal & |
| Xiamen Yikoule Catering Distribution | Signature /s/ Yan Qingsheng) |
| and Delivery Co., Ltd. | Zhangzhou YiBiYi Food Co., Ltd. |
| Date: Aug 17, 2008 | Aug 17, 2008 |
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