DATED THIS .21 st DAY OF JANUARY 2000
BETWEEN
EVERBLOOM HEALTH FOOD PTE LTD
AND
EVER-BLOOM NUTRACEUTICALS (M) SDN BHD (483134-M)
MARKETING & DISTRIBUTION
LICENCE AGREEMENT
AN AGREEMENT made on the 21 st 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.
000000-X, Xxxxxxxxx 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 x0 Xxxxxxx Xxxx Xxxxx, #00-00 Xxx Xxxxxx, Xxxxxxxxx Science
Park 1, Xxxxxxxxx 000000 ,vi a telephone 0000000 or facsimile 7731766 or to
such other address as may be sttbsequerrtly notified by the Licensor and
the Licensor shall sell the products to the Licenseein accordanc6 with such
orders at pre-agreed pricing. Forming part of this Agreement, the License
of 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,
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
subsequent 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 3 rd
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 fi, om 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 remm 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:
LIM WAN YAT
