DATED THIS ____1st __ DAY OF ____January_______ 2000
BETWEEN
EVERBLOOM MUSHROOM PTE LTD
AND
BAN CHOON MARKETING PTE LTD
================================================================================
AGENCY AGREEMENT
================================================================================
THIS AGREEMENT made on the 1ST day of January_2000, between EVERBLOOM
MUSHROOM PTE LTD., a company incorporated in Singapore and having its registered
office at 00 Xxxxxxx Xxxx Xxxxx, #00-00 Xxx Xxxxxx Xxxxxxxxx Science Park 1,
Xxxxxxxxx 000000, (hereinafter referred to as the "Company") and Ban Choon
Marketing Pte Ltd, a Company incorporated in Singapore and having its registered
office at Xxx 00 #00-000, Xxxxx Xxxxxxx Xxxxxxxxx Xxxxxx Xxxxxxxxx 000000
(hereinafter referred to as the "Agent")
WHEREAS the Company desires to appoint the Agent to be the exclusive
distributor of the product listed in Schedule A annexed hereto and forming an
integral part hereof (hereinafter refered to as the "Product") for all trade
channels, in the territory of Singapore (hereinafter referred to a the
"Territory") and
WHEREAS the Agent has appropriate personnel, facilities and expertise
for the successful marketing and distribution of the Products in the Territory,
and agrees to accept the said appointment.
NOW THEREFORE it is mutually agreed as follows: -
1. Appointment
1.1 With effect from 1st January 2000 (hereinafter referred to as the
"Effective Date") the Supplier hereby appoints the Agent to be the sole
and exclusive distributor of the Products, including all revised,
improved and extension products thereof, for all trade channels in the
territory, and the Agent hereby accepts the said appointment.
1.2 The Company agrees to sell the Products for sale in the Territory
exclusively to the Agent and not to sell the Products to any other in
the Territory or knowingly to any other party outside the Territory who
intents to resell the products in the Territory. The Company also
agrees to pass any inquiries on or order for the Products received from
any other party in the Territory to the Agent for further processing.
1.3 The Agent agrees to purchase the Products from the Company and other
designated suppliers and to sell the Products to its customers in the
Territory or outside the Territory on behalf of the Company. The Agent
further agrees that purchases from the suppliers will be from the best
competitive suppliers.
2. Changes to Schedule A and Competitive Products
2.1 The Company hereby grants to the Agent the right of first refusal to
distribute any other new products, which the Company desires to have
distributed in the Territory. If the Agent accepts such products within
thirty (30) days after receipt of the Company's notification thereof,
such products shall be added to Schedule A and become the Products
according to this Agreement.
2.2 No Products may be deleted from schedule A unless mutually agreed by
the Parties in writing upon the discontinuation or withdrawal of the
respective products from the Territory for any commercial reasons or by
governmental order.
3 Prices and Payment Terms
3.1 The Agent shall purchase the Product from the Company according to the
Agent's transfer prices valid on the date of issuance of invoices
thereof by the Company. The transfer prices valid on the Effective Date
are listed in Schedule A.
3.2 The Company may revise its transfer prices of the Products at any time
deemed appropriate, but the Company shall give the Agent written notice
thereof not less than two (2) months in advance and the new prices
shall be valid as from the beginning of a calendar month.
3.3 The Agent shall provide appropriate warehousing space for the Company
to store the Products (including promotional material, sample products
and literature) sufficient for thirty (30) days' sales without any
charge to the Company, and the Agent shall also arrange for proper
insurance thereof at the Agent's own cost.
3.4 The Company shall deliver the Product to the Agent's Distribution
centre at Xxx 00 #00-000, Xxxxx Xxxxxxx Wholesale Centre, or any other
address to be notified by the Agent at the Company's own cost and shall
issue proper VAT tax invoices upon each delivery thereof.
3.5 The Company will issue an invoice to the Agent once a month at the end
of every calendar month for the Products, which the Agent shall have
distributed during the respective month and the Agent shall issue an
invoice to the Company for all the costs incurred in the marketing and
distribution of the products plus, 20% of the net profit. The Agent
shall pay the Company according to the nett amount within sixty (60)
days after the end of each month.
4. Agent's Undertaking
4.1 The Agent agrees to use its best endeavours to sell, distribute and
promote the sale of the Products in the Territory, and to be
responsible to follow up with all customers to pay promptly.
4.2 The Agent agrees to constantly sell the Products at the best possible
prices for maximum profit while at the same time monitoring a close
watch on the current market competition.
4.3 The Agent shall keep full and true books of accounts and other records
with sufficient details so that all economic transactions between the
parties may be easily verified by the parties. The Agent shall also
provide the Company with any reports and statistics, which may be
reasonably requested for by the Company.
4.4 The Agent shall obtain and preserve all governmental registrations;
permits and licenses, which may be required for its sale and
distribution of the Products in the Territory and shall properly,
comply with all relevant laws of the Territory. The Agent shall also
keep the Company informed of the laws governing the products and any
changes thereto.
5. Company's Undertaking
5.1 The Company shall be responsible for all the credit risks relating to
the sales of the Products.
6. Trademarks
6.1 All trademarks and trade names used for the products are owned by and
shall remain the property of the Company, and the Agent's use thereof
or performance according to this Agreement shall not create any right
thereof for the Agent. The exception is when the Agent packs products
under house brands (e.g. supermarkets) as the trademark belongs to the
Agent's customer.
6.2 The Company shall be responsible for the registration and renewal of
the said trademarks and trade names in the Territory and bear all costs
and expenses in connection therewith.
6.3 The Agent shall immediately inform the Company of any infringement of
the said trademarks and/ or trade names which the agent may know of and
shall assist the Company in any proceedings necessary for eliminating
or restraining such infringement at Company's own cost and expense.
6.4 The Company warrants that the production, sale and distribution of the
Products in th Territory will not infringe any intellectual property
right, including but not limited to trademark, patent and copyright, of
any third party, and the Company hereby agrees and undertake to
indemnity and hold the Agent harmless from and against any claims,
suits, charges, penalty, liability, damages, compensation, costs and
expenses (including reasonable court fees and attorney charges) which
may arise from such infringement or alleged infringement.
7. Duration and Termination
7.1 This Agreement shall commence as from the Effective Date and shall
remain valid and enforceable for an initial fixed period of two (2)
years and, unless either party shall have notified the other party of
its intention not to renew this Agreement in writing not less that two
(2) months before the said expiry date, this Agreement shall be
automatically renewed and extended perpetually until either party shall
have notified the other party of its intention to terminate in writing
by giving two (2) months' notice.
7.2 In the event that either party becomes insolvent or bankrupt, is
dissolved or liquidated, or is in breach of any material provision
hereof and fails to rectify such breach within thirty (30) days after
receipt of the other party's written complaint thereof, the other party
is entitled to forthwith terminate this Agreement.
7.3 Except for those clearly stipulated herein, neither party shall be
entitled to claim for any compensation or damages resulting form the
expiration or termination of this Agreement according to the provision
hereto, but the expiration or termination of this Agreement shall not
affect any rights and/ or obligations of either party which shall have
accrued according to the provision hereof prior to the expiration of
termination date. In the event that either party intentionally breaches
any provisions hereof or unilaterally terminates this Agreement without
any justifiable cause, the other party is entitled to claim for
compensation and damages, including consequential and incidental
damages, form the defaulting party.
7.4 The parties shall render final accounts, set off all outstanding
accounts and pay the balance within thirty (30) days thereafter.
8. Warranty and Indemnity
8.1 The Company warrants that the Products to be supplied to the Agent
according to this Agreement shall be suitable for use as indicated in
the Company's literature and brochures, and also be of good quality, in
line with the specifications, and free from any defective or
manufacturing fault.
8.2 The Company shall be solely responsible for all product liabilities and
shall indemnity and hold the Agent harmless from and against any
claims, suits, charges, penalty, liability, damages, compensation,
costs and expenses (including reasonable court fees and attorney
charges) in connection with any injury or health hazards resulting from
the use of the Products by any consumer. The company shall also be
responsible and pay for all costs and expenses in relation to the
recall of any of the Products, whether such recall is by government
order or voluntary by the Company.
8.3 The Agent shall not make any representation or warranty relating to the
Products which is not in line with those of the Company or which is not
previously approved by the Company.
8.4 The Company's warranties and undertakings stipulated in Clause 8.1
and 8.2 above should survive the expiration or termination of this
Agreement.
9. Assignment and Transfer
9.1 The appointment made and the rights granted by the Company hereunder
are personal to the Agent, and the Agent may not assign or transfer any
of its rights and /or obligation hereunder to any party without the
prior written consent of the Company.
9.2 The Company is entitled to assign or transfer any of its rights and/ or
obligations hereunder to any of its parent, subsidiary or affiliated
companies.
9.3 Subject to the provision stipulated in Clause 9.1 above, this Agreement
shall be binding on and inure to the benefits of the successors,
permitted assigns or transferees of the parties.
10. Contractual Relationship
10.1 The contractual relationship assumed by the parties hereunder is that
of a seller by the Company and an agency by the Agent.
10.2 Except for those clearly stipulated otherwise in this Agreement, each
party shall be solely responsible for all expenses, cost, liabilities
and claims resulting from its operation and performance of its
obligation hereunder.
11. Governing Laws and Jurisdiction
11.1 This Agreement shall be governed by and construed in accordance with
the laws of Singapore.
11.2 The parties hereby unconditionally submit to the exclusive jurisdiction
of the competent courts in the Republic of Singapore.
12. Entire Agreement
12.1 This Agreement constitutes and encompasses the entire agreement and
understanding of the parties on the subject matter hereof and shall
supersede all previous agreements, understanding, negotiation and
representation of the parties on the same subject matter, whether
written or verbal, express or implied.
12.2 No amendment to or revision of this Agreement is valid and effective
unless it is made in writing and duly signed by the authorized
signatories of the parties.
IN WITNESS WHEREOF the parties have duly executed this Agreement in the presence
of the witnesses hereof.
Everbloom Mushroom Pte Ltd
By ............................ Witness................................
Xx Xxx Xxx Xxxxx Mr Xxxxxx Xxx
Managing Director Executive Director
Ban Choon Marketing (Pte) Ltd
By ............................ Witness................................
Xx Xxx Xxxx Hian Xx Xxxxxx Xxx
Managing Director General Manager
SCHEDULE A
Products produce by Everbloom Mushroom Pte Ltd
1. Fresh Shiitake mushroom $12 per kg
2. Fresh Nameko mushroom $12 per kg
3. Fresh Oyster mushroom $ 3 per kg
4. Fresh Abalone mushroom $ 5 per kg
5. Fresh Woodear mushroom $ 4 per kg
Products from other Suppliers
-----------------------------
1. Abalone mushroom
2. Oyster mushroom
3. Button mushroom
4. Xxxxx Cremini mushroom
5. Portobello mushroom
6. Chanterelles mushroom
7. Hoshimeiji mushroom
8. Enoki mushroom
9. Shiitake mushroom
10. King Oyster mushroom
11. Monkey Head mushroom
12. Woodear mushroom
13. White Jelly Fungus
14. Straw mushroom
15. Willow mushroom
16. Nameko mushroom
17. Truffels mushroom
