Exclusive Agency Agreement
Exhibit
10.15
This
agreement is made and entered into by and between the parties concerned on
March
17th, 2008 in Beijing, China on the basis of equality and mutual benefit to
develop business on terms and conditions mutually agreed upon as follow and
supersedes the prior signed agreement in 2005:
1.
The
Parties Concerned
Party
A:
Xinhua Surgical Instruments Co., Ltd.
Add:
Xx.0
Xxxxxx Xxxx, Xxxx Xxx & Xx-Xxxx 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 territories stipulated
in Article 4, and Party B accepts and assumes such appointment.
3.
Commodity
“XINHUA”
Brand Surgical Instruments and other related products (listed in 2008 product
catalog)
4.
Territories
In
the
United States, New Zealand, and Australia only
5.
Minimum turnover
Party
B
shall undertake to solicit orders for the above commodity from customers in
the
above territories for not less than USD 55,000 in the first year calculated
from
the signing date。
Annually, from the second year, the minimum turnover shall be progressively
increased with 10 percent of the previous year’s minimum turnover.
6.
Confirmation
of Orders
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.
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 A'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, New Zealand, and Australia 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, New Zealand, and Australia and shall not solicit
or accept orders for the purpose of selling them outside the United States,
New
Zealand, and Australia. 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, New Zealand, and Australia 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.
13.
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 Instruments 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.
14.
Validity of Agreement
This
agreement, when duly signed by the both parties concerned, shall become
effective from March 17th, 2008 and it shall be extended unless Party B fails
to
fulfill the minimum turnover stipulated in Article 5.
15.
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 the occurrence in writing as soon as possible and
thereafter sends a certificate of the event issued by the relevant authorities
to the other party within 15 days after its occurrence.
16.
Arbitration
All
disputes arising from the performance of this agreement shall be settled through
friendly negotiation. Should no settlement be reached through 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 verdict of the arbitration shall be final and binding
upon
both parties.
17.
Other
Terms & Conditions
Terms
of
Price
| (1) |
Description,
Article No., Specification, shall be subject to those listed in 2005
product catalogue, Unit Price (CIF) shall be subject to Xinhua Price
List
2008. 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
Sale
Contracts 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.
| (4) |
This
Agreement is in two originals wit each Party holding one
copy.
|
|
/s/
Xxxxx Xxxxxx
|
|
Xxxxx
Xxxxxx
|
|
General
Manager
|
|
Party
B: Bio-Bridge Science, Inc.
|
|
/s/
Xxxxx Xxxx
|
|
Chief
Executive Officer
|
