Exhibit 10.6
AGENCY AGREEMENT
TOYMAX INC
&
TAI NAM INDUSTRIAL COMPANY LIMITED
This agency agreement dated 1st April, 1997 entered into between Tai Nam
industrial Company Limited (hereinafter referred to as the agent) of Units A &
B, 3rd Floor, CDW Building, 388 Castle Peak Road, Tsuen Wan, N.T., Hong Kong and
Toymax Inc (hereinafier referred to as the principal) whose address is situated
at 000 Xxxxx Xxxxxx, Xxxxxxxx, XX 00000, U.S.A.:
Both parties agree to the following terms and conditions of the agreement:-
(1) Tai Nam Industrial Company Limited agreed to act as the purchasing agent
of Toymax Inc with effect from the date hereof in consideration of an
agency fee calculated at 7% on the gross invoiced value of products
purchased by Toymax Inc. The agency fee shall be computed on the basis of
the following formula :
Factory purchase price of the merchandise x 1/0.93 = Agency fee
(2) In consideration of the above agency fee, Tai Nam Industrial Company
Limited agreed to provide the following facilities and resources to assist
Toymax Inc in the conduct of his business:-
a. To provide manpower for the co-ordination work of the business
including the handling of purchase orders planned for merchandise by
Toymax Inc., etc.
b. To provide manpower for the handling of all shipping documents.
c. To provide manpower on the handling and clearance of L/C, bills and
payments, where applicable.
d. To provide the manpower on the liaison work with manufacturers and
vendors.
e. To control the quality of the goods by engaging Q.C. staff to carry out
quality control inspections in the production line and on the finished
goods to ensure quality is in accordance with the agreed specifications
and that the product is complying with the required specifications.
Tai Nam Industrial Company Limited shall designate staffs to take care of
transactions covered by this agreement and, in additional, shall employ
staff and designate the staff for the handling of the works in association
with the above.
(3) Toymax Inc shall purchase at FOB Xxxx Xxxx prices and the following
shipment processing charges shall be responsible by Tai Nam Industrial
Company Limited, where applicable:
a. CFS charges (container freight station charges in respect of inland
transportation);
b. Terminal handling charges;
c. Document charges from shipping companies, etc.
In general, all other expenses on the development, testing, purchasing,
selling and all other expenses in the maintenance of matters in
association with this arrangement shall be responsible and paid for by
Toymax Inc.
(4) Toymax Inc shall be responsible for the charges in the making of moulds on
new products and all related charges to complete the mould for
manufacturing. The moulds shall be the assets of Toymax Inc.
(5) Agency fee to the agent shall be due and payable when the invoice is due
under the shipment. Agency fee shall be calculated on individual invoice
basis and be included as part of the cost of goods purchased by Toymax
Inc.
In the event that consolidation of merchandise is required, it should be
carried out in Hong Kong, except full containers, all inland an local
transportation charges before consolidation and shipment shall be
responsible by cash individual factory and Tai Nam Industrial Company
Limited agrees to be responsible to cover this part of the cost incurred,
if any.
(6) Toymax Inc shall be responsible to ensure compliance with all legal and
statutory requirements imposed on the business being conducted.
(7) This agreement shall be valid for a period to 31st March, 1998 from the
date herein above referred. This agreement shall automatically extended
until termination. Each party shall have the right to terminate this
agreement by giving the other party three months' written notice in
advance.
(8) All disputes and matters require resolution shall be settled in good faith
between both parties. Any amendment to this agreement shall be agreed
upon and in writing.
TAI NAM INDUSTRIAL CO. LTD.
Signed: /s/ Xxxxx Xxx Ki Xxxx
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Xxxxx Xxx Ki Xxxx
President
Tai Nam Industrial Company Limited
Signed: /s/ Xxxxxx Xxxxxxxxxx
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Toymax Inc.
