Import-Export Agent Executive Agreement
Exhibit
10.1
Between
Suining Yinfa DAR Industrial Co., located at 000 Xxxxxx Xxxx, Xxxxxxx, Xxxxxxx,
and Korean DongUi Cosmetics Co., located at Magellan Xxxx #000, 000-0,
XxxxxxxxxxxxXxxxxx,
Xxxxx, Xxxxx
This
agreement is signed by the following persons on 5 March, 2007:
1. Suining
Yinfa DAR Industrial Co. (“Yinfa” for short)
2. Korean
DongUi Cosmetics Co. (“DongUi” for short)
Given
The
cooperation intent between Yinfa and DongUi, Yinfa wishes DongUi to provide
services as an agent of Dahurian
Xxxxxxxx Xxxx
(DAR)
products sales and undertake the responding liabilities in consistent with
the
following terms, and meanwhile, DongUi would like to provide Yinfa with the
services.
Here,
the two parties agree on the following terms and undertake the responding
liabilities:
1. import-export
agent goods and the services:
1.1 import-export
agent goods: the Chinese medicine material DAR planted, produced and processed
in Suining, China, by Yinfa
1.2 import-export
agent scope: DongUi is the exclusive sales agent of DAR planted, produced and
processed in Suining, China, by Yinfa, while Yinfa is the exclusive partner
of
DongUi in terms of Chinese medicine material import-export.
1.3 agent
services: Yinfa provides DongUi with the goods under the agreed criteria, and
DongUi packs, promotes, and sells the goods within the agent scope.
2. agent
term
2.1
the
effective agent term is ten (10) years, from 5 March, 2007 to 4 March,
2017
2.2
after
the completion of the agreement, the agreement shall automatically extend three
years without any objection from the two parties
2.3
during the execution of the agreement, Yinfa and DongUi agree to make orders
for
the next year in every December.
1
3. agent
goods details
3.1
the
DAR goods provided by Yinfa to DongUi include: DAR raw materials, DAR slices,
DAR powder, processed products with DAR as the main raw materials (Bailing
capsule raw material, Yishen capsule raw material)
4. xxxxxxx
money
4.1
before 1 May, 2007, DongUi will pay Yinfa USü15000
as
the xxxxxxx money. If the agreement can not be executed due to DongUi, the
xxxxxxx money shall not be paid back.
5. settle
price
5.1
the
following settle price is the executed price in 2007, which refers to CIF at
Korean port Busan, excluding Korean port fees, import quotation fees, and
package, transport and warehouse fees in Korea, etc., which shall be paid by
DongUi:
5.1.1
DAR
raw materials: USü3750/ton
5.1.2
DAR
slices: USü5000/ton
5.1.3
DAR
powder: USü10000/ton
5.1.4
Bailing capsule raw material: USü18.80/
KG
5.1.5
Yishen capsule raw material: USü23.00/
KG
5.2
Yinfa
and DongUi agree that the above prices shall increase from 2008, and the
increase margin of DAR raw materials price stated in term 5.1.1shall be no
less
than 10% every year, with the signed annual order between Yinfa and DongUi
as
the benchmark.
6.
order
amount and settle method for 2007
6.1
DongUi orders DAR raw materials stated in term 5.1.1 in 2007 for 300 tons with
the sales amount of USü1125000.
DongUi agrees that Yinfa delivers the above goods in patches during 1 October,
2007 and 31 December, 2007.
6.2
Yinfa
agrees that DongUi pays half of the goods within two months after it receives
the goods, and the rest half shall be paid as DongUi receives the next patch
of
goods.
6.3
DongUi pays the goods in USD cash.
6.4
DongUi promises that the order amount in 2008 and later shall exceed that in
2007, and the specific quantity refers to the annual order contract signed
by
Yinfa and DongUi.
7.
products quality test criteria
7.1
products quality test criteria referred to in this agreement is that of China,
and the criterion for DAR is GAP in China.
8.
Liabilities and duties of Yinfa
8.1
to
complete the export and transport procedures of the goods
8.2
to
present various Chinese test documents and certificates of the
goods
8.3
to
provide the components and how-to-use instruction of the goods
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9.
Liabilities and duties of DongUi
9.1
to
know clearly the criteria stated in 7.1, to get the necessary import license
and
test evidence from Korean government, and to pay any necessary expense due
to
the differences between the Korean test criteria and the criteria stated above
9.2
to
provide other conditions needed for the goods sale
9.3
to
solve problems of transporting, warehousing and packaging of the goods in Korean
territory
10.
Confidentiality
10.1
Yinfa and DongUi realize and admit that this agreement builds a confidential
relationship between the two, and all, written or oral or in other manners,
provided by the one side to the other is confidential, such as transactions,
clients, finance, properties, operation manner, documents and other temporarily
provided information. And the above all are uniformly called Confidential
Information.
10.2
Yinfa and DongUi agree that either party shall not provide Confidential
Information to others during or after the contracted period. And the two parties
further agree that they shall promote their employees and distributors to obey
this regulation.
11.
the
whole contract
11.1
this
contract contains all the two parties agree on and all they agree on as amended.
This contract shall not be amended without any approval from the two
parties.
11.2
the
formal text of this contract is in Chinese only.
12.
delivery of letter of notice
12.1
any
notice, request, order or other information (called Information in term 10)
ruled in this contract shall be prepared both in Chinese and English and
delivered to the specific persons or the offered newest address, fax or
telephone numbers in the contract (unless notify the other different address,
fax or telephone numbers in written).
12.2
the
Information in 12.1 shall be regarded as fully delivered. When checking the
delivery and/or receipts, it should be fully evident the Information has been
delivered to the receiver’s address, or the proper address is contained on the
envelope and it has been posted or delivered to the receiver’s address, or the
Information has been delivered to the receiver through telegraph, fax or telex.
If through telex, it is regarded as properly delivering when receiving the
response signal from the receiver’s telex; if through fax, it is regarded as
properly delivering when receiving the successful delivery report.
12.3
any
content in term 10 shall not hinder delivering the Information or proving the
delivery in any legal method.
13.
the
applied laws and courts
13.1
Yinfa and DongUi agree to modify the applied laws and courts in the
import-export agent intent contract signed by the two parties on 6 July, 2006,
and execute the modified content in 13.2 in this contract.
13.2
this
contract is regulated by Chinese laws, and explained by Chinese laws. The two
parties shall go to China International Economic and Trade Arbitration
Commission for arbitration for any disputes due to this contract or related
to
this contract. No xxx to any court.
Suining
Yinfa DAR Industrial Co.
By:______________
Name:
Xxxx
Xxxxxxxx
Job
titleæDirector/Vice
Chairman of the Board/General Manager
Korean
DongUi Cosmetics Co.
By:
_________________
Name:
Xxxxx
Xxx
Job
title: President
Agreed
and accepted on 5 March, 2007
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