2007 Ermapao Products Retail Agreement
Agreement number: 2007022
Party A: Songyuan City Ermapao Green Rice Limited
Party B: Changchun City Huaxing Foods Limited
This agreement is to outline the rights and responsibilities of both
parties, the contents are as below.
1. Authorized Distribution Area
1.1
B will be A's Retailer in the Changchun region for A's products. B's authorized
area to sell A's products is Changchun region. Agreement begins on August 29th
2007 to August 30th 2010.
1.2
B will be selling A's Ermapao series products. Product packaging and price are
in the following table.
--------------------------------------------------------------------------------
Product Packaging Unit Price tax included (Yuan/KG)
--------------------------------------------------------------------------------
25 KG/Bag 3.60
10KG/ Bag 3.90
Green Rice 5KG/Bag 4.10
10KG/Box 8.40
8KG/Box 6.80
7.5KG/Box 9.90
--------------------------------------------------------------------------------
Organic Rice 5KG/Box 14.80
7.5KG/Box 14.80
--------------------------------------------------------------------------------
o Unit Price does not include transportation fees
1.3
B must establish maintain a distribution point in the Changchun for Ermapao
products, and accept A's market
2. B's Rights and Responsibilities
2.1
B will be A's retailer of Ermapao products in the area mentioned in this
agreement, A will guarantee the right's of B as its retailer and the price of
the purchased products will remain consistent.
2.2
A will provide be all necessary training and information services at no charge.
2.3
B will officially be A's authorized retailer once agreement is signed.
2.4
B is only authorized to sell Ermapao products in the designated area, B will not
be allowed to distribute Ermapao products to other regions.
2.5
If the market dictates the Price of Ermapao products and thus creates changes in
the selling price of the products, B will have to sell the products within
reasonable market price. If B does not comply with the selling price, A will
issue a warning and B should immediately make a price adjustment. If the same
conflict occurs again, A will stop all distribution activities with B and the
agreement will be terminated.
2.6
B will have to maintain the image of Ermapao products and keep them clean and
visible at all time when selling them.
3. A's Rights and Responsibilities
3.1
A has the right to adjust its selling price to B if there is a change of price
in raw material.
3.2
During the period of agreement, A has the rights to monitor B's selling center
and operations related to Ermapao products, B has to comply with A's reasonable
suggestions and corrections.
3.3
A have the rights to give B a sales plan according to market change and time, A
is also responsible to protect B's rights as A's retailer in the region stated
in the agreement.
3.4
A will be responsible to provide B with marketing plans and retailer design
marketing plans.
4. Product Supply and Payment Details
4.1
A will distribute Ermapao products to B according an assessment of the actual
sales ability of B before distributing any products to B according to B's
orders.
4.2
Transportation fees will be paid by B.
4.3
B will not have to make an immediate payment to A when receiving products from
A. B will have to clear all outstanding invoices for previous shipments before
or on the day of receiving the new products.
4.4
B will have to pay off all payments once the agreement is terminated.
5. Product Quality Guarantee
5.1
A will provide B with products that meet quality standard criteria. These
standards should meet national and industry standards, if not, it must meet
business standards.
5.2
B is prohibited to alter any of A's product contents. If such an instance
occurs, A will have the right to have B take on all responsibilities.
5.3
B will be responsible to give directions to customers on how to use A's
products. If a problem arises and the reason is because of the quality of the
product itself, A will have to be responsible for all damages. If the consumer
is at fault in the process of using A's products, A will not be responsible.
5.4
If consumers have any conflicts with A and B regarding product quality, the
problem will be given to the national level quality control department for
further investigation.
6. Retailer Sales Details
6.1
B guarantees to reach 40 million Yuan in sales from September 1st 2007 to
December 31st 2007. If B does not reach the guarantee sales with an average of 7
million Yuan for 3 months consecutively, A has the right to cancel B rights' as
retailer. If sales reach the target number, B will be rewarded with a 0.2% of
the sales revenue as bonus. B will have to pay a 0.1% penalty fee if they do not
reach the sales target.
7. Product Return Policies
7.1
If A is to find issues with the quality of their products, B will have to return
all questionable products to A with a month starting from the day B received the
notice. A will have to pay all transportation costs. Any products past the due
date will not be accepted by A and B will have to incur all losses.
7.2
If the return products are not quality related, B will have to return the
products three months before the quality expiration date. The amount of returned
products cannot be more than 10% of recent shipment of products from A. B will
have to pay for all transportation fees for returned goods (unless A made a
shipment mistake initially).
7.3
When B is requesting to return orders, B will have to provide A with a return
order stating why the products are top be returned, which products, quantity,
size (packaging), and shipment number. A will asses fees associated with the
returns. If B complies, B can then return the products. All quantity of returned
products will be based on what A has physically received.
7.4
If B does not provide a written request for product returns, A will not be
accepting any returns from B
8. Cross Region Sales Policies
8.1
If B is to sell Ermapao products outside if its designated region, the matter
will be further investigated, If B is to be found guilty of selling outside of
designated region, A will stop the process of shipments of products to B
8.2
B will have to give A a written agreement guaranteeing that cross region sales
will never happen again. After a resolution of the problem, B will then continue
on with shipments of products to A.
8.3
If b does not comply with the Cross region sales policies, or if the problem
persists, A have the rights to terminate the contract and B will have to pay A
all losses.
9. Breach of Contract
Breach of a contract may terminate the obligations of the contract. Either one
party or both parties have failed to perform an obligation as expected under the
contract. A breach may occur when a party
o Refuses to perform the contract
o Does something that the contract prohibits, or
o Prevents the other party from performing its obligations
o Party B can not perform the targeted goal stated in the contract
o Party B can not pay payment on time
9.1
If Party B breaches the contract, notice of the termination of a contract may be
given according to the terms of the contract. In 30 days, Party shall return all
products and marketing materials as well as accounts receivable and overdue.
Party B will be solely responsible for shipping and handling fees for return
products and marketing materials. Over 30 days of notice period, if the accounts
receivable and overdue have not been paid in full, Party B will be charged 3% of
overdue daily.
10. other
10.1
This agreement will be effective once signed by both parties; both parties will
receive a copy of the contact. Should any conflicts arise which cannot be
resolved by the contract, the case will be taken to the local court where A is
situated.
------------------------------------------------------- ----------------------------------------------------
A: B:
Name: Songyuan City Ermapao Green Rice Limited Name: Changchun City Huaxing Foods Limited
Representative: Huizhi Xiao Representative: Xxxx Xx
Date: August 29th 2007 Date: August 29th 2007
------------------------------------------------------- ----------------------------------------------------
