TRANSLATION FOR CONVENIENCE ONLY - NOT LEGALLY BINDING
EXHIBIT
10.10
TRANSLATION
FOR CONVENIENCE ONLY - NOT LEGALLY BINDING
TRANSLATION
[Letterhead]
XX.XX.XX
(Annex
2
to the Manufacturing Subcontract between SOFABO
and
Water
Bank of America Inc.)
BETWEEN:
La
SOFABO, a limited corporation having a capital stock of 1,301,300 €, having its
head office at Xx Xxxxx sur Xxx, 85000, immatriculated with the Xx Xxxxx sur
Yon
Register of Commerce and Companies, under number 302135652
Herein
represented by Xxx. Xxxxx Xxxxxxxx, President of the Board of Directors,
hereinafter referred to as SOFABO
AND:
WATER
BANK OF AMERICA INC., a corporation duly constituted in accordance with the
Canada Business Corporations Act, having its principal place of business at
000
xxx Xxxxxxx Xxxxxx, Xxxxx 0000, Xxxx’ Xxxxxx, Xxxxxx, X0X 0X0, herein
represented by Xx. Xxxx-Xxxx Xxxxxxxxx, duly authorized for the purposes hereof
as he so declares, hereinafter referred to as WBOA
Preamble
The
undersigned parties hereby declare as follows:
On
February 26, 2001, SOFABO entered into and concluded a Manufacturing Subcontract
for the production of secured ice cubes with the company ICE ROCKS.
The
aforesaid contract was amended on October 28, 2004 by way of an agreement
entered into and concluded between SOFABO and WBOA.
On
March
2, 2005, certain agreements were entered into and concluded based on articles
2.9 and 2.11 of the above-mentioned addendum as concerns a monthly invoicing
for
“Worths & Cares” as well as the replenishment of funds in order to cover
same.
On
May 3,
2006, at the request of WBOA and pursuant to the Manufacturing Subcontract,
SOFABO transmitted to its client, le groupe XXXXX XXXXXX, in the context of
further orders for secured ice cubes, an attestation of insurance coverage
for
civil liability which latter had been obtained from MAPA de St-Xxxx x’Xxxxxx.
SOFABO
does not wish to be involved or otherwise responsible for the business
operations of Water Bank of America Inc. and is desirous of being indemnified
in
connection with any commercial arrangements which are taken with the le group
XXXXX XXXXXX or any other new client and such indemnification shall extend
to
the payment terms and conditions consented in such clients’ favour by
WBOA.
It
was
agreed that all invoices issued by SOFABO’s accounting department upon the
instructions and according to the terms and conditions as specified by WBOA
were
done so only in accordance with the general terms and conditions of sale, as
specified in the Manufacturing Subcontract and accordingly WBOA shall handle
and
be responsible for any non-payment issues or litigation in connection with
such
invoices, save and except for litigation or liability originating as a result
of
manufacturing defects.
All
payments of outstanding invoices shall be deposited into the joint SOFABO-WBOA
bank account which has been opened with the Tarneaud Bank of Xx Xxxxx sur
Yon.
To
this
effect by e-mail dated the 21st
of
February 2006 and a response thereto dated February 28, 2006, a joint bank
account was opened in the name of SOFABO -WBOA in order to receive various
funds
which may, from time to time, be wired by WBOA to SOFABO, deposit WBOA’s client
invoices and for automatic pre-authorized debits by SOFABO in acquittance of
its
own invoices issued to WBOA for the manufacturing of secured ice cubes, as
posited in the Manufacturing Subcontract as well as the acquittance of
disbursements (exclusive of taxes) made to suppliers upon the direction of
WBOA.
WBOA
shall receive a monthly statement of account setting forth any funds activity
received for or debited from the account together with documents in support
thereof, the whole as circulated in an e-mail dated March 2, 2006. SOFABO shall
ensure that it shall acquit supplier invoices for and on behalf of WBOA, and
SOFABO is accordingly hereby authorized to debit the joint bank account by
an
amount equal thereto (exclusive of taxes).
The
parties hereby agree that SOFABO shall be entitled to invoice WBOA an amount
commensurate to three percent (3%) of the total monthly debits of the joint
account. SOFABO shall furnish WBOA with supporting documentation
thereto.
AND
THE
PARTIES HAVE SIGNED, in duplicate, at Xx Xxxxx sur Xxx, this 3rd
day of
May 2005.
| (SGD) XXXXX XXXXXXXX | |||
|
XXXX-XXXX XXXXXXXXX FOR :
Water Bank of America Inc.
|
XXXXX XXXXXXXX |
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