Distribution Contract
Distribution
Contract
Party
A:
Harbin Hainan Kangda Cactus Hygienical Foods Co., Ltd. (the
“Company”)
Party
B:
Shanxi Anyang Food Distribution Company. (the “Distributor”)
In
order
to promote "Kangda Cactus" series products to enhance the awareness of "Kangda
Brand", in line with the equal and mutual beneficial basis, in consideration
of
the mutual promises and covenants herein contained, the parties agree as
follows:
|
I.
|
Sales
region, channel and products
|
The
Company authorizes the Distributor as a regional exclusive distributor to sell
the "Kangda Cactus" series products in Shanxi Province in China. In the
meanwhile, the Company promises will not authorize another distributor in the
region to ensure the dealership and interests of the Distributor. The
Distributor guarantees to cover 100% of the region in Shanxi Province and set
up
secondary distributing agents with the sole duty of selling the Company’s
products. And the Distributor should take closed selling in Shanxi region,
should not supply the Company's products outside the region. Also, the
Distributor accepts the supervision and management of the Company and bears
the
liability for breach of contract voluntarily.
The
Distributor's qualification:
|
1.
|
The
Distributor must have corporate capacity and business
license.
|
|
2.
|
The
Distributor should have its good reputation in the
region.
|
|
3.
|
The
registered capital of the Distributor can not be lower than 500,000
RMB.
|
|
4.
|
The
Distributor should accept and carry out the selling policy of the
Company
willingly.
|
|
5.
|
The
Distributor have already paid the guarantee money of
dealership.
|
|
II.
|
Selling
task and marketing plan
|
1.
The
Company guarantees to supply good quality and sufficient goods to the
Distributor, should not cause any loss to the Distributor by any reason of
the
Company. If the Distributor has not ordered the products from the Company for
three months in succession after the trial sale period or the market develops
seriously unfavorably in the region or the Distributor seriously violate the
Company's selling system or have done anything that injured the image or
reputation of the Company, the Company has the right to cancel the dealership
of
the Distributor, and will cancel all its preference.
2.
The
Distributor should in advance 7 days to declare the plan of goods delivering
to
the Company. The Distributor should pay the payment for goods in the bank
account that the Company appointed in time. After confirmed by both sides,
the
Company should deliver the goods to the Distributor within 7 working
days.
1
| III. |
Regional
exclusive dealership, guarantee money and
settlement
|
|
1.
|
The
Distributor should pay the guarantee money of 1,000,000 RMB to the
Company
in 7days after the signing of the contract. The company will refund
the
amount of guarantee money to the Distributor in 30 days after the
expirating date of the contract, if the Distributor has no
noncompliance.
|
|
2.
|
Before
the 10th of the first month of each quarter, both sides should check
and
calculate the account of last quarter. If there is any problem, it
should
be corrected in time.
|
|
3.
|
The
Distributor should pay the payment for goods in the Company's bank
account
by cheque, money order, telegraphic transfer or mail
transfer.
|
| IV. |
Price
of goods
|
The
Company will supply its products to the Distributor according to the nationwide
flat rate of factory price while signing the contract. The Distributor agrees
that the Company has the right to adjust the factory price of the products
with
the turn of the market and demand. The Distributor promises to obey the
adjustment scheme that made by the Company according to the turn of the market,
and will carry out the pricing system that made by the Company strictly.
| V. |
Delivery,
taking delivery, transportation and
insurance
|
1.
The
Company can represent to handle the railway transportation. However, the minimum
quantity of order from the Distributor must be up to 1,000 cases per time.
The
Distributor will take the freight charges.
2.
The
Distributor handles the railway cargo insurance.
3.
The
Company should deliver its goods according to the plan that is requested by
the
Distributor. The goods must be examined on the spot on the same day after it
reaches the destination. If there’s any problem to the goods, the Distributor
must notify the Company's personnel to examine the goods together.
| VI. |
Product
quality
|
1.
The
Distributor check on delivery of the Company's product according to the national
standard and the Company's enterprise standard.
2.
The
goods must be examined on the spot on the same day after it reaches the
destination. If there’s any problem to the goods the Distributor should notify
the Company in written form in 10 days.
2
| VII. |
Confidential
information
|
The
parties agree that during and after the Term, they will keep in strictest
confidence, and will not disclose or make accessible to any other person without
the written consent of each other. The Company's products, services and
technology, both current and under development, promotion and marketing
programs, lists, trade secrets and other confidential and proprietary business
information of the Company or any of its clients and third parties including,
without limitation, Proprietary Information (all of the foregoing is referred
to
herein as the “Confidential Information”). The Distributor agrees not to use any
such Confidential Information for itself or others.
| VIII. |
Governing
law
|
The
validity, interpretation and construction of this Contract and of each part
hereof will be governed by the laws of Harbin City.
| IX. |
Term
|
The
term
of this Agreement shall commence on the March 15, 2007 and will be terminated
one year later. This contract is signed in duplicate, each side holds one,
each
one has the same effectiveness.
| X. |
Termination
|
This
contract will become effective after signing by both sides and will be
terminated on the expiring date. In case either party breaches this contract,
the other party has the right to terminate the contract.
| XI. |
To
extend or continue the contract
|
After
the
expiring date of the contract, and after consulted by both sides the Distributor
has the right of priority to extend or continue the contract.
Harbin
Hainan Kangda Cactus Hygienical Foods Co., Ltd.
00
Xxxxxx
Xxxx, Xxxxx Economic and Technological Development Zone, Harbin, Heilongjiang
Province.
By
: /s/ Xu Xxxx Xxx
Representative:
Date:
March 15, 2007
3
Shanxi
Anyang Food Distribution Company.
Taibei
Apartment Building, Hengshan Road, Taiyuan, Shanxi Province.
By:
/s/ Zhu Ya Dong
Representative:
Date:
March 15, 2007
4
