MARKETING AND SALES DISTRIBUTION AGREEMENT
This Marketing and Sales Distribution agreement (the "Agreement") is made by
and between K-9 Concepts, Inc. ("K-9") (the "Assigns") and Everise Water
Technology Ltd. (hereafter referred to as "Supplier"), collectively the
"Parties", to market and distribute the Vitamin C Showerhead and related
product accessories, specifications of which are listed in Attachment A
appended to this Agreement hereto (hereafter collectively referred to as the
"Products"), on the 15th of January, 2006.
Whereas, Supplier supply the Vitamin C Showerhead and related accessories,
based in the Special Administrative Region of Hong Kong, manufacture in Korea,
of which a Product Specification Sheet list is hereby provided in Attachment
A, and K-9 and its Assigns, are in the business of marketing and distributing
items to the General Public.
NOW, THEREFORE, in consideration of the mutual agreements promises set forth
herein, the parties agree as follows:
1. A. Supplier agrees to manufacture the Products and fulfill K-9's written
purchase orders for Products in a timely manner, and in any event will use
its best efforts to fill placed orders within a period of forty-five days
(45) days or less following the receipt of any written order.
B. K-9 or its Assigns to pay for Products released by Supplier, K-9 will
prepay 50% of the price up-front (deposit) and the remaining 50% of the
Price upon shipping date, or pick up at the designated location in Canada
office.
2. K-9 and its Assigns may use the Information in all its marketing and
distribution efforts to sell the Products. K-9 agrees not to make any
marketing claims in regard to the Products that are not supported by the
Information supplied by Supplier.
3. Pricing for the Products will generally be determined by that listed in the
detailed Product Listing per Attachment A. From time to time, Supplier can
make reasonable adjustment(s) to the Price of the Products by giving K-9
written notification of such product price amendments.
Although the price list acts as a guide for purchases made by K-9,
discounts can be negotiated between both parties on any singular product
purchase order submitted to Supplier, including the purchase of Products
from a manufacturing overrun situation.
4. K-9 agrees to pay the price of product purchases in cash or cheque. K-9
will pay all related shipping costs, unless other arrangements have been
expressly made.
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5. Termination will be effective sixty (60) days following the date that one
Party delivers written notice of termination to the non-terminating Party.
Notwithstanding this provision, K-9 or its Assigns will be permitted to
sell, market, and distribute all Products that have been ordered from
Supplier, or are in the possession of K-9 or its Assigns at termination.
6. This Agreement is non-exclusive with respect to Supplier's existing and
future distribution channels.
7. There are no set minimum quota requirements for Product sales under this
Agreement. Orders will be taken on a case-by-case basis by Supplier.
8. Supplier warrants and guarantees that Supplier holds all of the relevant
trademarks, service marks, and all other like intellectual property rights
to the Products, and further warrants that Supplier's Products are not
subject to any claim (for infringement or otherwise), demand, or legal
action by any third party. Supplier warrants and guarantees that to the
best of its knowledge all claims made by Supplier about the Products are
true and correct.
9. K-9 shall warrants that all the products supplied by the supplier or
its assign, should not modify, copy, manufacture or clone in design,
function or similar products.
10.All notices and other communications required or provided for under
this Agreement shall be validly given, made, or served if in writing and
delivered personally or sent by registered mail, to the other party. Each
party may, by notice to the other as provided herein, designate a different
address at any time.
11.Supplier agrees to indemnify and hold K-9 and its Assign harmless from
all actions, of whatever kind and nature, relating to or arising out of any
consumer use of the Products and/or claims that Supplier's Products infringe
upon any third party's patent, trademark, service xxxx, or other similar
intellectual property right.
00.Xx the event of bankruptcy, insolvency, or receivership, and subject
to the laws thereto, this Agreement shall remain in full force and effect
and will be binding on supplier's assigns and the K-9's assigns, and
successors to the fullest extent permitted by law.
13.All disputes arising out of or under this Agreement, which cannot be
settled by agreement of the parties shall be submitted to the Hong Kong
International Arbitration Centre (HKIAC), to be heard in Hong Kong under the
rules then in force, or such other rules or venue to be agreed upon by both
parties. The prevailing party in any dispute shall be reimbursed all of its
reasonable costs, including reasonable attorney's fees.
14.This Agreement and the rights and obligations of the parties herein,
shall be construed in accordance with the laws of Hong Kong Special
Administrative Region of The People's Republic of China. The Parties hereby
consent to the jurisdiction and venue of the courts of Hong Kong, or any
court located in Hong Kong.
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15.This Agreement may be signed by facsimile if required in as many
counterparts as may be required.
Agreed to and accepted as of the 15th day of January, 2006 by:
EVERISE WATER TECHNOLOGY LTD. K-9 CONCEPTS, INC
Per: /s/ Xxxx Xxxx Per: /s/ Xxxxxx Xx
_____________________________ _____________________________
.. XXXX XXXX (DIRECTOR) XXXXXX XX (DIRECTOR)
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ATTACHMENT A
PRODUCT NUMBER ITEM DESCRIPTION PRICE
SBH-208 W Vitamin C shower set (white) without massage bidget. 2-Vitamin C Cartridges US42.00
104 W Vitamin C shower sets (white) with massage bidget. 2-Vitamin C Cartridges US42.00
104 W-S Vitamin C shower set (white) with massage bidget. 1-Vitamin C Cartridge. 1-Sandalwood Vitamin C Cartridge US43.60
104 X-X Vitamin C shower set (white) with massage bidget. 1-Vitamin C Cartridge. 1-Lavender Vitamin C Cartridge US43.60
104W-G Vitamin C shower (white) with massage bidget. 1-Vitamin C Cartridge. 1-Geranium Vitamin C Cartridge US43.60
104CR Vitamin C shower sets (Chrome) with massage bidget. 2-Vitamin C Cartridges US45.00
104CR-S Vitamin C shower set (Chrome) with massage bidget. 1-Vitamin C Cartridge. 1-Sandalwood Vitamin C Cartridge US46.80
104CR-L Vitamin C shower set (Chrome) with massage bidget. 1-Vitamin C Cartridge. 1-Lavender Vitamin C Cartridge US46.80
104CR-G Vitamin C shower set (Chrome) with massage bidget. 1-Vitamin C Cartridge. 1-Geranium Vitamin C Cartridge US46.80
113W Vitamin C Massage shower sets (white) US54.70
2-Vitamin C Cartridges
113W-S Vitamin C Massage shower sets (white) US56.50
1-Vitamin C Cartridge. 1-Sandalwood Vitamin C Cartridge
113W-L Vitamin C Massage shower sets (white) US56.50
1-Vitamin C Cartridge. 1-Lavender Vitamin C Cartridge
113W-G Vitamin C Massage shower sets (white) US56.50
1-Vitamin C Cartridge. 1-Geranium Vitamin C Cartridge
113CR Vitamin C massage sets (Chrome) US61.25
2-Vitamin C Cartridges
113CR-S Vitamin C Massage shower sets (Chrome) US63.00
1-Vitamin C Cartridge. 1-Sandalwood Vitamin C Cartridge
113CR-L Vitamin C Massage shower sets (Chrome) US63.00
1-Vitamin C Cartridge. 1-Lavender Vitamin C Cartridge
113CR-G Vitamin C Massage shower sets (Chrome) US63.00
1-Vitamin C Cartridge, 1-Geranium Vitamin C Cartridge
VCF-005 Vitamin C Cartridge US4.50
VCF-S06 Sandalwood Vitamin C Cartridge US6.30
VCF-L07 Lavender Vitamin C Cartridge US6.30
VCF-G08 Geranium Vitamin C Cartridge US6.30
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