DISTRIBUTION AGREEMENT
This
Distribution Agreement is made and entered into this 18th day of September
2007
by and between Flurida Group Inc. (hereinafter refers to as “Flurida”), having
its principal offices at 000 X. 0xx
Xxx.
Xxxxx 000, Xxxxxxxxxx, XX 00000, XXX, and Xxxxx Xxx Xx Xxx Mechanical
Electronics Manufacturing Co., Ltd. (hereinafter refers to as “Xxxxx Xxx Fu
Rui”), having its principal offices at Plant 3# Xin`an Industrial Park, Economic
and Technological Development Zone,Qingdao,China,266500 (collectively, the
“Parties”).
Recitals
WHEREAS,
Flurida
Group Inc is US appliance component distributor with its branches in Naperville,
US; Milan, Italy and Shanghai, China. Flurida Group has sales network all over
the world to distribute the appliance components.
WHEREAS,
Xxxxx
Xxx Xx Xxx Mechanical Electronics Manufacturing Co., Ltd. is an appliance
component manufacturer registered in China, which produces icemakers, ice water
dispensing systems. Xxxxx Xxx Fu Rui is a leading manufacturer in China on
icemaker and ice water dispensing product lines. Xxxxx Xxx Xx Xxx also has
the
design capability on the icemaker and ice water dispensing system.
WHEREAS,
Flurida
and Xxxxx Xxx Fu Rui believe that (1) the factory build-in icemakers for the
household refrigeration products and the ice water dispensing systems will
have
the large growth in the next 3 years all over the world; (2) the integrated
design and development will be helpful to ensure the functionality and quality
of the icemakers and ice water dispensing systems; (3) the experienced system
supplier of the ice water systems will be more competitive than regular
sub-assemblers.
NOW,
THEREFORE,
the
Parties agree as follows:
Part
1 – Cooperation on Ice making product lines
|
A.
|
Flurida
and Xxxxx Xxx Xx Xxx jointly design and develop the icemakers and
the ice
dispensing products. Flurida and Xxxxx Xxx Fu Rui set up the project
team
for each specific project. For each particular design and development
project, Xxxxx Xxx Xx Xxx shall appoint the Project Manager. Flurida
shall
also appoint the Project Manager or Coordinator in order to jointly
work
on the design and development program. Both companies shall negotiate
and
agree upon the project costs allocation method for each project.
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|
X.
|
Xxxxx
Xxx Xx Xxx authorizes Flurida to be its exclusive sales agent for
the ice
making product lines, including icemaker and ice water dispensing
systems
all over the world. The ice making product lines shall include the
products that Xxxxx Xxx Fu Rui developed before this Cooperation
Agreement
signed and the products that will be developed by both Parties in
the PART
1. A.
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|
C.
|
Both
Parties agree that Flurida will be the Party to sign up all kinds
of
Agreement with the clients during the product development period
and the
supplying period, in addition, Flurida will be the party to take
the
orders from the Clients. Under the above Agreement, Xxxxx Xxx Xx
Xxx will
be the only design and supply resource to Flurida. Flurida commits
to use
Xxxxx Xxx Fu Rui as its only supplier for icemakers and ice water
dispensing system products.
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2
Part
2 – Responsibilities for Both Parties
|
A.
|
Flurida’s
responsibilities:
|
|
i)
|
Communicates
with clients to get the technical, commercial information in order
to
develop the products.
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|
ii)
|
Negotiates
and signs up the Design and Development Agreement as well as the
Supplying
Agreement with the clients.
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iii)
|
After
getting the orders from the Clients, Flurida issues the orders to
Xxxxx
Xxx Xx Xxx. Flurida should give the clear instruction to Xxxxx Xxx
Fu Rui
to produce the products and give the clear information on delivery
address, payment term and other commercial information.
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iv)
|
Deals
with the client claim and provides the customer care service whenever
necessary.
|
|
X.
|
Xxxxx
Xxx Xx Rui’s responsibilities:
|
|
i)
|
Designs
and develops the products according to the requirement from the Clients.
|
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ii)
|
Supplies
the products to Client through Flurida, meet the quality and time
expectation from the Clients.
|
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iii)
|
Be
responsible for its own investment plan in order to produce the products.
|
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iv)
|
Be
responsible for the return, repair, rework and other related costs
for the
failure products.
|
3
Part
3 - Definitions
When
used
in this Agreement the following terms shall have the definitions stated in
this
Part 3:
|
A.
|
“Ice
Making Product Lines”
refers to: icemaker and ice water dispensing system for the household
refrigeration appliances including refrigerators, freezers and under
counter icemakers. This cooperation can be also expanded to the commercial
refrigeration products, which utilized the similar systems.
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B.
|
“Sales
Region”
refers to all over the world.
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|
C.
|
“Confidential
Information”
shall mean all
information relating to Both Parties that is designated as confidential
or
that, given the nature of the information or the circumstances surrounding
its disclosure, reasonably should be considered as confidential.
Confidential Information includes, without limitation, all
information relating to technology, customers, business plans, promotional
and marketing activities, finances, other business affairs, as well
as all
information relating to third parties that Amazon may be obligated
to keep
confidential. Confidential Information may be contained in tangible
materials, such as drawings, data, specifications, reports and computer
programs, or may be in the nature of unwritten knowledge. Unless
and
except as otherwise agreed by the Parties, the content of all meetings,
discussions, and communications relating to the negotiation of this
Agreement, shall constitute Confidential Information. Confidential
Information shall not include (a) information that at the time of
disclosure is generally and publicly available; (b) information that
becomes generally and publicly available through no act or omission
of
Both Parties or its employees or agents; (c) information that Both
Parties
receive from a third party who has a right to disclose such information
and who is not under an obligation of confidentiality to Both Parties;
or
(d) information that one Party expressly authorizes the other Party
in
writing to disclose in advance of making such
disclosure.
|
4
Part
4 - Other Cooperation
| A. |
Flurida
and Xxxxx Xxx Fu Rui shall cooperate and coordinate with each other
to
inform Xxxxx Xxx Fu Rui’s currently Clients or Clients that have been
entered the Supplying Contact with Xxxxx Xxx Fu Rui: (1) their
relationship, (2) the background, the financial information of Flurida,
(3) the future supplying procedure when Flurida acts as Xxxxx Xxx
Fu Rui’s
representative.
|
| B. |
Flurida
and Xxxxx Xxx Fu Rui shall cooperate and coordinate with each other
to
transfer the existing orders from the Clients to Flurida.
|
| C. |
Flurida
and Xxxxx Xxx Xx Xxx shall both agree to not release the confidential
information between each other.
|
Part
5 - Term
This
Agreement shall have effect from the date first written above and, unless
terminated earlier, shall continue in force for a period of Five (5)
years.
Part
6 - Governing Law
This
Agreement shall be governed, construed and interpreted in accordance with the
laws of the State of Nevada shall govern without regard to the conflicts of
laws
provisions thereof.
Part
7 – Entire Agreement/Modifications/Authorization
This
Cooperation Agreement, along with the Addendum in Exhibit A hereto
(collectively, the “Agreement”),
contains the entire agreement of the Parties concerning the subject matter
hereof, and supersedes any other prior agreements, either oral or written.
No
modification to this Agreement shall be effective unless reduced to writing
and
signed by the duly authorized representatives of both Flurida and Xxxxx Xxx
Fu
Rui. Each signatory represents that he/she is authorized by their respective
Party to enter into this Agreement on such Party’s behalf.
5
Part
8 - Notices
Notices
to be given to a party shall be effective when delivered by certified mail,
overnight courier or other method providing evidence of actual delivery to
the
respective party at the following addresses:
If
to Flurida:
000
X.
0xx
Xxx.
Xxxxx 000
Xxxxxxxxxx,
XX 00000
XXX
Attn: President
If
to Xxxxx Xxx Xx Xxx:
Xxxxx
Xxx
Xx Xxx Mechanical Electronics Manufacturing Co., Ltd.
Plant
3#
Xin`an Industrial Park,
Economic
and Technological Development Xxxx, Xxxxxxx,
Xxxxx,000000
Attn: President
A
party
may change the address information for providing notices by giving the other
parties notice in accordance with this Part 11.
6
Part
9 - Assignment
No
party
may assign any of its rights nor delegate any of its obligations under this
Agreement to any third party without the express prior written consent of the
other party; provided
that, notwithstanding
the foregoing, Both Parties may assign this Agreement to (a) any
corporation or other entity resulting from any merger, consolidation, or other
reorganization, (b) any of the subsidiaries or affiliates, or (c) any
person to which it transfers all or substantially all of the assets. Any
prohibited assignment shall be null and void for all purposes. This Agreement
shall be binding upon the successors, affiliates and permitted assigns of each
of the Parties.
IN
WITNESS WHEREOF,
the
Parties having agreed to the terms and conditions set forth herein signify
their
intention to be bound thereto through the signatures of their duly authorized
representatives which are set forth below.
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Xxxxx
Xxx Fu Rui
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Mechanical
Electronics Manufacturing Co., Ltd.
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By
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By
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Xxxx
Xxxx
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President
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Date:
_____________________
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Date:
_____________________
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