Exhibit 10.39
POWER2SHIP - WELLEY SHIPPING (CHINA) CO., LTD.
1. The Agreement is made between Power 2 Ship (P2S), whose registered office
is at 000 Xxxxx Xxxxx Xxxx, Xxxx Xxxxx, Xxxxxxx, 00000, Xxxxxx Xxxxxx of
America, and Welley Shipping (China) Company Limited, Beijing Branch, whose
registered office is Xxxx 0, Xxxxx 00, Xxxxxxxx X, Xxxxx Xxxxxxx, 8N,
Chaoyangmen Street, Xxxxxxxxx Xxxxxxxx, Xxxxxxx 000000, Xxxxxx'x Xxxxxxxx of
China.
2. In this Agreement Welley shall mean the logistics and freight forwarding
division of the China Ocean Shipping (Group) Company.
3. P2S and Welley agree to work with each other to develop new profitable
business between the USA and the PRC for both air and ocean freight.
4. P2S and Welley agree to compile an annual business plan that can be
changed from time to time and to xxx their best endeavor to work to this
business plan. All operating details shall be part of the business plan.
5. Welley will make available to P2S preferential ocean freight rates and
priority space available to and from the PRC and equivalent to or better than
offered to Welley's most favored shippers. Welley will additionally endeavor to
provide favorable rates and availability on the same basis to and from the USA
for ports outside the PRC.
P2S will make available to Welley preferential ocean freight rates and
priority space and equipment available to and from the USA and equivalent to r
better than offered to P2S's most favored shippers. P2S will additionally
endeavor to provide favorable rates and availability on the same basis from USA
for ports outside the PRC.
6. P2S agrees to consign all of its export cargo from the USA to PRC to
Welley and to nominate Welley as the handling agent for all of its import cargo
in the PRC.
For any shipment handled by Welley Shipping Beijing Branch that is under
P2S's service contract, Welley Shipping Beijing Branch can issue P2S bills and
nominate P2S as handling agent in USA.
7. Welley and P2S agree to profit share on all profits derived from any
transaction conducted between Welley and P2S for shipments between the PRC and
the USA. A transaction is deemed start when Welley or P2S accept instructions on
export cargo and is deemed to finish when Welley or P2S releases control of the
import cargo.
8. Clause 7 above excludes any transaction where freight is consigned to P2S
by any party other than Welley on a COSCO vessel or any other such like
eventuality.
If P2S accept offer from another party, and Welley Shipping Beijing Branch is
the handling agent, only Welley will charge handling charge.
9. Profit shall mean the difference between the amount of gross revenue
billing on the Xxxx of Lading and the direct costs allocated to that invoice,
exclusive of salary, general and administrative (S,G & A) costs.
10. "Gross revenue billing", is defined as the total invoice amount billed
by P2S or Welley, on the Xxxx of Lading, to a client in the PRC or USA, in
relation to shipments carried through P2S/Welley joint service, exclusive of
customs duties and other government-imposed levies.
Regarding to item 9 & 10, if freight charge is not showing on xxxx of lading but
as "rate as agreed". Both parties should advise the others total cost and
revenue of each shipment in the statement and list profit share caused thereof.
11. Welley and P2S will exchange statements by the 15th day following the
end of the calendar month, and will settle accounts on contra basis by the 30th
day following the end of the calendar month.
12. This Agreement is evergreen but can be terminated by either party by
giving ninety (90) days written notice.
13. This Agreement can be terminated immediately if either party is forced
into or intentionally enters into any form of bankruptcy, including entering
into Chapter 11.
14. This Agreement shall be governed by the laws of the People's Republic of
China, and disputed settled by International Arbitration.
Agreed on behalf of P2S
/s/
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Print Name & Title Date
23 May, 05
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Agreed on behalf of: WELLEY SHIPPING CO. (CHINA) LTD.
BEIJING BRANCH
/s/
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Print Name & Title Date
2005.5.23
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