Exclusive Agency Agreement
This agreement is made and entered into by and between the parties
concerned in Beijing, China on the basis of equality and mutual benefit to
develop business on terms and conditions mutually agreed upon as follow:
1.
The Parties Concerned
Party A: Xinhua Surgical Instruments Co., Ltd.
Add: Xx.0, Xxxxxxx, Xxxxxxxxx, Xxxx, Xxxxxxxx
Tel: x00(000)0000000
Fax: x00(000)0000000
Party B: Bio-Bridge Science, Inc.
Add: 0000 X. 00xx Xxxxxx, Xxx Xxxxx, XX 00000, XXX
Tel: x0(000)0000000
Fax: x0(000)0000000
2.
Appointment
Party A hereby appoints Party B as its Exclusive Agent to solicit orders
for the commodity stipulated in Article 3 from customers in the territory
stipulated in Article 4, and Party B accepts and assumes such appointment.
3.
Commodity
"XINHUA" Brand Surgical Instruments and other related products (listed in
2005 product catalog)
4.
Territory
In the United States Only
5.
Minimum turnover
During the first 12 months of the effective period of this agreement,
Party B investigate and develop the market without the minimum turnover. Party B
shall undertake to solicit orders for the above commodity from customers in the
above territory for not less than USD 50,000 in the second year and not less
than USD 60,000 in the third year. Annually, from the fourth year, the minimum
turnover shall be progressively increased with 10 percent of the previous
minimum turnover.
6.
Confirmation of Orders
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The quantities, prices and shipments of the commodities stated in this
Agreement shall be confirmed in each transaction, the particulars of which are
to be specified in the Sales Confirmation signed by the two parties hereto.
7. Terms of payment
After confirmation of the order, Party B shall pay to Party A 50% of the
total value in cash within the time stipulated in the relevant S/C. Party B
shall pay to Party A the rest of the payment within 30 days after the receipt of
the goods.
8. Quality Guarantee
Party A shall guarantee that the commodity must be in conformity with the
quantity, specifications and quantity specified in this Contract and Letter of
Quality Guarantee. Party A shall be responsible for the damage due to the
defects in designing and manufacturing of Party A.
9.
Inspection
Party A shall, before delivery, make a precise and comprehensive
inspection of the goods with regard to its quality, specifications, performance
and quantity, and issue inspection certificates certifying the technical data
and conclusion of the inspection. After arrival of the goods at the port of
destination, Party B shall further inspect as to the specifications and quantity
of the goods. If damages of the goods are found, or the specifications and/or
quantity are not in conformity with the stipulations in the Sales Confirmation,
except when the responsibilities lies with Insurance Company or Shipping
Company, Party B shall, within 30 days after arrival of the goods at the port of
destination, claim against Party A, or reject the goods.
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10.
Claim
Party B shall make a claim against Party A (including replacement of the
goods) by the further inspection and all the expenses incurred therefrom shall
be borne by Party A. The claims mentioned above shall be regarded as being
accepted if Party A fail to reply within 10 days after Party A received Party
B's claim.
11. Exclusive Right
In consideration of the exclusive rights granted herein, Party A shall
not, directly or indirectly, sell or export the commodity stipulated in Article
3 to customers in the United States through channels (third country included)
other than Party B; Party B shall not sell, distribute or promote the sales of
any products competitive with or similar to the above commodity in the United
States and shall not solicit or accept orders for the purpose of selling them
outside the United States. Party A shall refer to Party B any enquiries or
orders for the commodity in question received by Party A from other firms in the
United States during the validity of this agreement.
12.
Market Report
In order to keep Party A well informed of the prevailing market
conditions, Party B should undertake to supply Party A, at least once a quarter
or at any time when necessary, with market reports concerning changes of the
local regulations in connection with the import and sales of the commodity
covered by this agreement, local market tendency and the Party B's comments on
quality, packing, price, etc. of the goods supplied by Party A under this
agreement. Party B shall also supply party A with quotations and advertising
materials on similar products of other suppliers.
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13.
Advertising and Expenses
Party B shall bear all expenses for advertising and publicity in
connection with the commodity in question in the United States within the
validity of this agreement. Party B shall submit to Party A all related
materials intended for advertising for prior approval.
14.
Industrial Property Rights
Party B may use the trade-marks owned by Party A for the sale of the
Surgical Instruments covered herein within the validity of this agreement, and
shall acknowledge that all patents, trademarks, copy rights or any other
industrial property rights used or embodied in the Surgical Instrments shall
remain to be the sole properties of Party A. Should any infringement be found,
Party B shall promptly notify and assist Party A to take steps to protect the
latter's rights.
15. Validity of Agreement
This agreement, when duly signed by the both parties concerned, shall
become effective from November 16, 2005, and it shall be extended unless Party B
fail to fulfill the minimum turnover stipulated in Article 5.
16.
Force Majeure
Either party shall not be held responsible for failure or delay to perform
all or any part of this agreement due to flood, fire, earthquake, draught, war
or any other events which could not be predicted, controlled, avoided or
overcome by the relative party. However, the party affected by the event of
Force Majeure shall inform the other party of its occurrence in writing as soon
as possible and thereafter send a certificate of the event issued by the
relevant authorities to the other party within 15 days after its occurrence.
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17. Arbitration
All disputes arising from the performance of this agreement shall be
settled through friendly negotiation. Should no settlement be reached throught
negotiation, the case shall then be submitted for arbitration to the China
International Economic and Trade Arbitration Commission (Beijing) and the rules
of this Commission shall be applied. The award of the arbitration shall be final
and binding upon both parties.
18.
Other Terms & Conditions
(1)
Terms of Price
Description, Article No., Specification, Unit Price (CIF) shall be subject
to those listed in 2005 product catalog ,tariff and enclosure. The Price (CIF)
shall be properly adjusted on conditions mutually agreed upon at a proper time.
(2)
This Agreement shall be subject to the terms and conditions in the formal
Sales Contract signed by both parties hereto.
(3)
Additional Clause
Conflicts between agreement clause here-above and the additional clause,
if any, it is subject to the additional clause.
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(4)
This Agreement is in two originals each Party holds one.
Party A: Xinhua Surgical Instruments Co., Ltd. Party B: Bio-Bridge Science, Inc
/s/ ineligible /s/ Xxxxx Xxxx
(Signature) (Signature)
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