EXHIBIT 10.2
Golden Phoenix Brand Frozen Concentrated Orange Juice Distribution Agreement
Party A: Xxxxxxxx Citrus Sales of Florida
X.X. Xxx 0000
Xxxxxxx, Xxxxxxx, XXX
Tel: 000-000-0000
Fax: 000-000-0000
Party B: Hongrun Trade Co., Ltd.
Xx. 00, Xxx Xx Xxx
Xx Xxxx Xx, Xxxxxxx, Xxxxx
Tel: 00-00-00000000
Fax: 00-00-00000000
On September 29, 1999, Party A and Party B reached mutual agreement
regarding the development of the Chinese northern district market for Golden
Phoenix Brand Frozen Concentrated Orange Juice (the "Products") and hereby
confirm the contents of their Agreement as follows:
1. Distribution and Sales Rights
1) Party A hereby confirms that Party B, on an independent contractor basis, is
the sole Exclusive Distributor for Golden Phoenix Brand Frozen Concentrated
Orange Juice in the northern district of China [areas north of the Xxxxx Xxxxx
(Yangtze) River] (the"Sales District").
2) Party B may, at its own costs, develop customers, build branch offices, and
establish sales locations to sell Golden Phoenix Brand Frozen Concentrated
Orange Juice within the Sales District.
3) Without Party A's written authorization, Party B shall not sell any other
brands of frozen concentrated orange juice or other citrus-related concentrated
products.
4) Without Party's A written authorization, Party B shall not sell and Golden
Phoenix Brand Frozen Concentrated Orange Juice outside of the designated Sales
District.
2. Purchase of Golden Phoenix Brand Frozen Concentrated Orange Juice
1) Party A agrees to sell and Party B agrees to purchase such quantities of the
Products as may be mutually agreed upon by the Purchase Order Method.
2) Unless Party A agree, the size of each Purchase Order placed by Party B shall
be at least one standard shipping container size of Golden Phoenix Brand Frozen
Concentrated Orange Juice.
3. Payment Method and Time Limit
1) Party A agrees that party B shall make payment for the Products within a time
limit of sixty (60) days in the form of an irrevocable Letter of Credit.
2) Party A agrees to dispatch the ordered Products within fourteen (14) days
upon receipt of the Letter of Credit. All Product shipments from Party A must
meet the product specifications provided to Party B in September 1999.
3) During the term of this Agreement, any other methods of payment must be
mutually discussed by Parties A and B and confirmed in writing.
4. Relating to Quality Control
1) Party A shall provide information on quality standards, product agency
arrangements, hygiene inspection reports and commodity inspection reports in
compliance with U.S. governmental regulations, and shall guarantee that they are
in compliance with Chinese governmental regulations.
2) Party A shall guarantee that the Products meet the requirements for food
hygiene and technical supervision regulations of the untied States and China.
3) Party A shall provide documents and requirements for the Product storage,
transportation and quality assurance so that Party B may be in strict compliance
and to guarantee Product quality.
4) Party A shall be responsible for providing technical quality assurance and
training to Party B.
5. Sales and Market Management
1) Party B shall use its best efforts to expand the sales of Golden Phoenix
Brand Frozen Concentrated Orange Juice within the Sales District.
2) On a regular basis, Party B shall provide inventory records, pricing, sales
and promotions situation reports to Party A.
3) Party B shall develop a complete record of any Golden Phoenix brand Frozen
Concentrated Orange Juice retailers and secondary distributor customers.
4) On a regular basis, Party B shall provide promotion plans and marketing
expense plans to Party A for examination and approval.
5) Party A shall be responsible for providing to Party B training relating to
the business of selling Golden Phoenix Brand Frozen Concentrated Orange Juice.
6) Party B shall coordinate with party A in the area of market management.
7) Party A has the responsibility and obligation to provide to Party B, at no
additional cost, information about any customers and potential customers within
the Sales District.
6. Products, Specifications and Packaging
1) Can Packaging: 24,000 cans per 20-foot Container (about 20,000 lb. in weight)
2) Per Drum: 55 Gallon Drums (about 6000 lb. in weight)
7. Pricing and Promotion Expenses:
1) CIF Tianjin Xingang
Method of Transportation: 30 day cold storage shipping container (by sea
freight)
Can Packaging: 1000 cases, 1 X 24 cans,
Total Price: US$ 180 per drum
2) First Shipment: Party A will provide Twenty-Thousand U.S. Dollars (US$20,000)
to Party B as promotion expenses.
a) Within three (3) days of issuance of Letter of Credit, pay 50%
(US$10,000) to an US$ account designated by Party B.
b) Within three (3) days of the arrival of the shipment in Tianjin, pay 50%
(US$10,000) to an US$ account designated by Party.
c) The promotion expenses for the Second Purchase Order will be US$15,000
(US$23/case subject to volume discount)
The promotion expenses for the Third Purchase order will be US$10,000
(US$23/case subject to volume discount)
A volume discount of Five Percent (5%) off the invoiced price will be
applied from the second container to the tenth container ordered by Party
B.
3) Part A Shall provide appropriate advertising and promotion items and related
information currently used in the U.S. market.
8. Duration of Agreement
This Agreement shall be effective for a period of one year from the date of
execution.
9. Others
1) Any provision of this Agreement shall not be interpreted as a partnership,
joint venture or agency relationship.
2) Any changes to this Agreement shall be approved by mutual consent of both
Parties and confirmed in writing.
3) Both Parties reaffirm that they will act in full compliance of all applicable
laws and regulations, including but not limited to the United States Foreign
Corrupt Practices Act.
4) Any dispute arising out of this Agreement shall be resolved by both Parties
through final and binding arbitration in Hong Kong under the applicable rules of
the Hong Kong International Arbitration Centre according to the substantive laws
of the State of New York, U.S.A., without regard to any choice of law principles
therein.
Party A: Party B:
Signature and Seal: Signature and Seal: [Seal]
/s/ Xxxxx X. Xxxxxxxx, Xx. /s/ (illegible - Chinese Script)
Representative: Xxxxx X. Xxxxxxxx, Xx. Representative:
(illegible - Chinese Script)
Date: 18 October 1999 Date 11-18-1999
Witnessed by: Witnessed by:
/s/ (illegible - Chinese Script) /s/ (illegible - Chinese Script)
