EXCLUSIVE AGREEMENT ON THE PURCHASE, DISTRIBUTION AND MARKETING OF BOTTLED SPRING WATER IN HONG KONG, MACAO AND PROVINCES OF CHINA TO BE NAMED LATER
EXCLUSIVE
AGREEMENT ON THE PURCHASE, DISTRIBUTION AND MARKETING OF BOTTLED SPRING WATER IN
HONG KONG, MACAO AND PROVINCES OF CHINA TO BE NAMED LATER
BETWEEN
AQUABLUE SPRING WATER INTERNATIONAL,
INC. a Canadian corporation having its head office at 507 Place x’Xxxxx,
Xxxxx 0000 Xxxxxxxx (Xxxxxx) XXXXXX X0X 0X0
AND
CHINA ASIA GROP HOLDING
LIMITED, Rm07, 16th Floor,
BlocA2, International Trading Center, Kequiao Shaoxing Zhejiang,
CHINA
Other
address I. Flat-RM813, 0-X Xxxxxxxxx Xxxxx, 000 Xxxxxx Xxxx, Xxxx
Xxxx
(Hereinafter
referred to as “Distributor”)
WHEREAS
the VENDOR authorizes the DISTRIBUTOR to sell and distribute Aquablue Spring
Water and any other brands sold by Aquablue Spring Water International, Inc. in
mainland China, Hong Kong SAR and Macao SAR (Hereinafter referred to as “the
said regions”);
WHEREAS
the DISTRIBUTOR wishes to buy the water exclusively from Aquablue Spring Water
International Inc. and to have the rights to sell and distribute those products,
mentioned above, in the said regions and that the parties here to wish to sign a
distribution contract that will be valid for period of eight (8)
years;
For good
and valuable consideration, the receipt of which is hereby acknowledged, the
VENDOR and the DISTRIBUTOR agree as follow:
ARTICLE
1
Rights
and Obligations of the parties
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1.1
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The
VENDOR shall be responsible for shipping the bottled water towards the
DISTRIBUTOR as per written request or purchase order by the
DISTRIBUTOR as soon as possible upon receipt of foresaid documentation and
proper payment as outlined below.
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1.2
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The
VENDOR shall make an effort to provide all reasonable assistance for the
client in the distribution and marketing of the bottled water in the said
regions if necessary.
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1.3
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The
DISTRIBUTOR shall be responsible for all import permits and for compliance
with all the rules and regulations of the country and/or region of
import.
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1.4
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The
DISTRIBUTOR shall make all possible efforts to respect the minimum quota
of a million cases per year per region after 2 years and to promote the
sales accordingly.
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ARTICLE
2 Price and method of
payment:
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2.1
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The
VENDOR
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shall
supply containers of 2000 cases of spring water at a price of 7.7 CDN$ per
case of 24 bottles of 500 ml FOB Montreal port. The price shall be
increased or decreased by the VENDOR subject to increases or decreases
from time to time of raw materials and/or shipping price. Price changes
may occur no more often that every sixty days. The increase or decrease
will reflect 50% of the actual change in the cost of the VENDOR. Pertinent
information shall be supplied by the VENDOR to support such price
changes.
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2.2
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The
DISTRIBUTOR shall pay the VENDOR, by means of T/T or a wire or a letter of
credit or any other secure approach as acceptable to the VENDOR, an amount
covering the price of the order with each purchase order. Once the goods
are ready for shipment; the said payment to be cashed as the goods leaves
the bottling plant.
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2.3
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The
bottle used for this contract is the regular bottle with a blue plastic
cap and a transparent label. All these items will have to be approved in a
separate agreement.
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ARTICLE
3 Term of
agreement
This
agreement shall be valid for eight (8) years and both parties shall have the
rights but no obligation, to extend the agreement on the terms and conditions to
be agreed by both parties then for another eight (8) years by delivering notice
before of to the VENDOR at least three (3) months prior to the termination of
the agreement.
ARTICLE
4 Modification and
amendments
All
modification and/or amendments to this agreement must be in writing and signed
by authorized representatives of both parties.
ARTICLE
5
Liability for breach
of contract
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5.1
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Both
parties herein shall comply with the provisions in this agreement. If one
party violates any provision of this agreement without the order party’s
acceptance it would be regarded as a breach of the agreement and entitle
the orders party to treat this agreement as repudiated, but without
prejudice to any rights accruing due to the other party at that date.
Notwithstanding the foregoing neither party shall terminate this agreement
without first delivering written notice of default to the other party,
specifying the details of the default and providing the defaulting party
with 60 days to cure the default.
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5.2
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After
the occurrence of an act of breach by one party, if the non-breaching
party request to continue to perform the agreement, notwithstanding
whether compensation have been actually paid, the breaching party shall to
continue to perform this agreement.
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ARTICLE
6 Relationship of
Parties
The
VENDOR and the DISTRIBUTOR are independent contracting parties and nothing in
this agreement shall make either party the agent or legal representative of the
other for any purpose whatsoever. Notwithstanding this clause, the
DISTRIBUTOR has all authority to represent the Packer in its capacity
as bottler for China since it is a request by the Chinese Authorities.
Otherwise, a representative from the Packer will have go to China to answer to
the Chinese Government.
ARTICLE
7
Governing
Law
This
agreement is to be construed according to the laws of the Province of
Quebec.
ARTICLE
8 Severability
If any
term of this agreement in invalid or unenforceable under any stature,
regulations, ordinance, other or other rule of law, that term shall be deemed
modified or delete, but only to the extent necessary to comply with the stature,
regulation, ordinance, order or rule, and the remaining provisions of this
agreement shall remain in full force and effect.
ARTICLE
9 No Implied
Waiver
The
failure of either party at any time to require performance by the other party of
any provision of this agreement shall in no way effect the right to require
performance at any time thereafter, nor shall the waiver of either party of a
breach of any provision of this agreement constitute a waiver of any succeeding
breach of the same or any other provision.
ARTICLE
10 Notices
Any
notices or other writing required or permitted to be given under this agreement
of for the purposes of it to any party, shall be sufficiently given if delivered
personally, or if sent by prepaid registered mail or if transmitted by telex,
telefax or other from of recorded communication to that party:
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a)
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China
Asia Group Holding limited
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Tel: 0000
000 00000000
Fax: 0086
575 84784405
E-mail: xxxxxxxxxxx@xxxxx.xxx
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b)
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Aquablue
Spring Water International, Inc.
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507
Places x’Xxxxx, suite 1550 Montreal (Quebec) CANADA X0X 0X0
Tel: (000)
000-0000
Fax: (000)
000-0000
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Or at any
other address as the party to whom the writing is to be given shall have last
notified the other party. Any notice delivered to the party to whom it is to be
given shall have last notified the other party. Any notice delivered to the
party to whom it is addressed shall be deemed to have been given and received on
the day it is delivered as that address.
Provided
that if that day is not a business day then the notice shall be deemed to have
been given and received on the first business day next following that day. Any
notice mailed shall be deemed to have been given and received on the third
business day next following the date of its mailing. Any notice transmitted by
telex, telefax or other from of recorded communication shall be deemed given and
receive on the first business day after is transmission.
ARTICLE
11
Entire
Agreement
This
agreement, together with attachments, documents or schedules specifically
referenced in the agreement, constitutes the entire agreement between the Packer
and the DISTRIBUTOR with respect to the matter contained herein and
supersedes all prior oral or written representations and
agreement duly executed by the VENDOR and the DISTRIBUTOR.
ARTICLE
12 Force
Majeure
Neither
party to this contract shall be held responsible for breach of contract caused
by and act of god, insurrection, civil war, military war operation, or local
emergency. The parties do hereby accept the international provision of “Force
Majeure” as published by the International Chamber of Commerce in Geneva
Switzerland.
AND
THE PARTIES HEREIN HAVE SIGNED IN MONTRAL,
THIS DAY
OF APRIL 2008
AQUABLUE
SPRING WATER INTERNATIONAL INC.
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