DATED THIS ___21st_____ DAY OF ________JANUARY__________ 2000
BETWEEN
EVERBLOOM HEALTH FOOD PTE LTD
AND
EVER-BLOOM NUTRACEUTICALS (M) SDN BHD (483134-M)
================================================================================
MARKETING & DISTRIBUTION
AGREEMENT
================================================================================
AN AGREEMENT made on the ____21st_____ day of _______January________ 2000
BETWEEN EVERBLOOM HEALTH FOOD PTE LTD having its registered office at 00 Xxxxxxx
Xxxx Xxxxx, #00-00 Xxx Xxxxxx, Xxxxxxxxx Science Park 1, Xxxxxxxxx 000000
(hereinafter called "the Licensor") of the one part and EVER-BLOOM
NUTRACEUTICALS (M) SDN BHD Reg. No. 483134-M, a Malaysian registered company, at
20-A Xxxxx XX00/00, Xxxxxxxxx Xxxxx, 00000 Xxxxxxxx Xxxx, Xxxxxxxx Darul Ehsan
(hereinafter called "the Licensee") of the other part.
WHEREBY IT IS AGREED as follows:
1. This agreement shall come into force on the 21st day of January 2000
and shall continue for a period of five (5) years and thereafter from
year to year until determined in accordance with the provisions
hereinafter contained.
2. The Licensor agrees to appoint and the Licensee agrees to accept the
appointment as sole-licensee of the Licensor's products under the
Everbloom brand (hereinafter referred to as "the products") for the
territory of Malaysia inclusive of East Malaysia, Thailand and
Philippines, provided that within 2 years the volume of sales for
Philippines and Thailand combined are to be no less than that for
Malaysia.
3. Orders by the Licensee for the Licensor's products shall be made to the
Licensor at 00 Xxxxxxx Xxxx Xxxxx, #00-00 Xxx Xxxxxx, Xxxxxxxxx Science
Park 1, Xxxxxxxxx 000000 via telephone 0000000 or facsimile 7731766 or
to such other address as may be subsequently notified by the Licensor
and the Licensor shall sell the products to the Licensee in accordance
with such orders at pre-agreed pricing. Forming part of this Agreement,
the Licensor has the right to change the prices of its products by
giving 3 months notice in writing.
4. The Licensee agrees to pay for the products ordered and invoiced at a
pre-agreed price between the Licensor and Licensee. All orders will be
established with a Local Purchase Order from the Licensee. The terms of
payment extended to Licensee will be 60 days from date of vessel's
arrival for the first 6 months of this Agreement and subsequently
payment shall be by irrevocable Letters of Credit through an
established bank at sight.
5. All products ordered by the Licensee will be on CIF basis from source
of origin to the designated Port of Discharge in the assigned
territories.
6. The Licensee shall at all times during the continuance of this
Agreement offer for sale and sell the products as goods manufactured by
the Licensor and according to the specifications supplied by the
Licensor to the Licensee from time to time either generally or in any
particular case and shall not make any representation or give any
warranty in respect of the products other than those contained in the
Licensor's conditions of sale as current at the time of the offering
for sale or the sale.
IT IS AGREED THAT:
(a) The Licensee will independently manage and conduct its
business in the assigned territories in aspects of
DISTRIBUTION, SALES, MARKETING, STRATEGY, ADVERTISING &
PROMOTION but will however co-operate and collaborate with the
Licensor where possible and keep the Licensor informed of all
plans.
(b) The Licensor will provide all necessary technical support as
and when requested to facilitate the enhancement of the
Everbloom Brand.
(c) Both parties will at all times co-operate, collaborate in
aspects of packaging, design, artwork standards and any other
aspects of operations that are deemed necessary to promote
growth of the business.
7. The Licensee shall sell the products in the same condition as they are
received by them and shall not alter, remove or in any way tamper with
any of the Licensor's marks or numbers on the products except that the
Licensee shall have the right to attach to the products by means of a
plate label or by suitable means bearing their name and address and
indicating that they are the suppliers of the products and are
authorised Licensee for the Licensor.
8. The Licensee further covenants that during their appointment as
sole-Licensee they or their associates shall not sell or accept any
appointment to sell within the aforesaid territories other brands of
products of a similar nature which are in competition with the
Licensor's products.
9. It is understood and agreed between the parties hereto that the
Agreement shall not be construed as constituting the Licensee as agent
of the Licensor for any purpose whatever. The Licensee shall be
entitled to describe themselves as authorised dealers or distributors
of the Licensor's products but shall not describe themselves as agent
for the Licensor or use any words indicating any relationship of agency
existing between the parties.
10. The Licensor will ensure that the business in the assigned territories
are exclusive to the Licensee and no sub-licensing or parallel exports
to 3rd parties will be entertained.
11. The Licensee shall not assign or purport to assign the benefit of this
Agreement without prior consent in writing of the Licensor.
12. The Licensee will be responsible for application, processing and
obtaining the necessary regulatory approvals from the relevant
Government Authorities in the countries of operation.
13. Either party hereto shall have the right to terminate this Agreement by
giving six (6) months' notice in writing to the other, after the first
5 years of appointment.
14. The Licensor shall have the right at any time by giving notice in
writing to the Licensee to terminate this agreement forthwith in any of
the following events:
(a) If the Licensee commits a breach of any of the terms or conditions
of this Agreement.
(b) If the Licensee enters into liquidation whether compulsorily
or voluntarily otherwise than for the purposes of amalgamation
or reconstruction or compound with their creditors or have a
receiver appointed for all or any part of their assets or take
suffer any similar action in consequences of debt.
15. Any notice under this Agreement shall be in writing. Any notice to
either party shall be sufficiently served if left addressed to it on
the said premises or sent to it by registered post to its address. A
notice sent by registered post shall be deemed to be given at the time
when in due course it would be delivered at the address to which it is
sent.
16. Any dispute difference or question which may arise at any time
hereafter touching the true construction of this Agreement or the right
and liabilities of the parties hereto shall unless herein expressly
provided by referred to arbitration in accordance with and subject to
the provisions of the Arbitration Act (Cap 10) 1985 Edition.
17. Upon termination or expiration of this Agreement the Licensee shall
immediately cease managing the products in the designated countries:
(a) All indebtedness of the Licensee to the Licensor shall become
due and payable, if not already due and payable on the date of
termination or expiration.
(b) The rights of either party against the other party which may
have accrued up to the date of such termination or expiration
shall remain unaffected except as provided hereafter.
(c) Neither party will be liable to the other for damages,
indemnity or compensation solely on account of termination or
expiration of this Agreement, with or without cause, as
provided herein, whether such damages, indemnity or
compensation might be claimed for loss through commitments on
obligations or leases, loss of investment, loss of present or
prospective profits, loss of goodwill, or any other loss
caused by termination or expiration of this Agreement as
provided herein.
(d) All orders which have not been shipped to the Licensee as of
the date of termination, even if previously accepted, shall be
cancelled without liability to either party.
(e) The Licensee shall return to the Licensor all unused
promotional or other materials relating to the sale of
products and any and all other property of the Licensor in the
possession or control of the Licensee, and the Licensee shall
transfer to the Licensor all registration and approvals and
licenses of the Products, at a compensation to be mutually
agreed upon.
SIGNED BY )
for and on behalf of )
EVERBLOOM HEALTH FOOD PTE LTD )
in the presence of: )
SIGNED BY )
for and on behalf of )
EVERBLOOM NUTRACEUTICALS (M) SDN BHD )
in the presence of: )
