Contract
Exhibit 10.6
lncoterms Price per Bottle ABV Pack Size Product EXWfrom NL USO $14 40% 700ml S h i n i u Jaoanese Whisky USO $30 40% 700ml S h i niu 8 - Year - Old USO $40 40% 700ml S hi n i u 12 - Year - Old USO $50 40% 700ml S h i n j u 15 - Year - Old USO$ tbc 40% 700ml S hi n i u 20 - Year - Old SHINJU SPIRITS INC - STANDARD DISTRIBUTION AGREEMENT 1. Agreement Between: Shinju Spirits Inc . , incorporated and registered in USA with Tax ID 83 - 3773928 whose registered office is Sh i n ju Spirits Inc . , 0000 - X X Xx . XX, Xxxx x xxxxx , XX 00000 , XXX (the Su pp li er) ; and Orakei Ltd . incorporated and registered in Switzerland with company number CHE - 28 2 . 8 1 8 . 84 1 whose registered office is at Xxxxxxxxxx 00 , XX - 000 x Xxxxxxxxxxx (the Di s t ri bu t or) . Whereby Shinju Spirits Inc appoints Orakei Ltd . for distribution of the products in the named Territory . 2. Territory: • Defined as Switzerland • Neither will The Distributor sell outside the Territory nor i nside the Territory for resale outside the Ter ri tory . 3. Term & Termination : • Commencement Date shall be pt July 2022 • The initial duration of the agreement will be for 1 year and will be reviewed at the end of each 12 - month period by both part i es . This agreement may be term i nated : • By either party , giving the other party 3 months' notice at any time o Unless otherwise agreed by mutual consent • By either party upon written notice to the other in the event the other shall file a petition in bankruptcy or make an assignment for the benefit of creditors or in an involuntary petition in bankruptcy should be filed against the other or if a receiver should be appointed for any or all of its property or assets On the expiration or termination of this agreement for any reason • The Distributor must pay to Shinju Spirits Inc all outstanding items within 30 (thirty) days of the date of termination • Shinju Spirits Inc must buy all remaining stock from the Distributor at original cost+ any other reasonable costs incurred 2. Products, Pricing and Payment Terms : • Payment terms to be as follows : o 1 st Order - Proforma in advance o 2nd & subsequent orders - 30 days credit from date of invoice o Date of i n vo i ce to be date that stock arrives with the Distributor in the territory. o Minimum order= 1 pallet , 80 cases, 480 bottles (Pallet can be a mix of above SKUs)
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S i gned by Xxxx Xxxxxx , CEO for and on beha lf of Shinju Spirits Inc . S i gned by Xxxx i xx Xxxxxx for and on behalf of Orake i Ltd . 5. Reporting: • The Distributor will provide SSI with monthly depletion reports which will have at the minimum inform a tion on : o Volume sales i n that month (and year - to - date) by sales channe l & Key Customer o A&P expenditure i n that month (and year - to - date) 6. Brand Growth Planning: • SSI and The Distributor w i ll work together to create an annua l growth plan for the brand by sa l es channe l o To support new listings across all channels . maxim i se brand awareness & t ri al and d riv e volume • SSI will contribute A&P equivalent to 10% of Net Sales Value . ( Purchases made from SSI by The D i str i butor ) 0 Additional brand investmenUgrowth opportunities to be agreed as & when they ar i se - collaborat i ve & flexible approach to A&P investment to fuel brand growth in the market. • On top of this , SSI will 0 o Hire a Brand Development Manager to help drive brand growth across the EMEA reg i on o Drive brand awareness through digital marketing channe l s ( webs i te , lnstagram, FB etc .) Visit the market to engage with distributor teams , support key events & customers etc . o Develop & supply branded POS & Merchandise to support growth plans above 7. Obligations of The Distributor: • The Distributor shall be responsible for advertising and promoting the Products in the Territory in accordance with the agreed Brand Growth Plan above . • The Distributor shall be licensed to use the trademarks and trade names of the Supp lier but only for the purposes of selling the Products in the Territory . • The Distributor shall ensure that any website that it uses for the sa l e of the Products meets a ll relevant legal requirements and presents the Products in accordance with the quality brand image of the Products . (Accepting that some online retailers take their own pies of products as a matter of policy) • The Distributor will purchase the Product exclusively from SSI and shall not , without the express wr i tten consent of the Supplier, deal with Competing Goods . (defined init i ally as any other Japanese Whisky .) • The Distributor shall, at all times, conduct its efforts in hereunder in strict accordance with all local and state laws and regulations and with the highest commercial standards • The Distributor will store the Product in such facilities and conditions as is appropriate for ensuring that the Product remains free from spoilage or contamination and remains suitable for use for the maximum shelf l if e • The Distributor will maintain sufficient stock levels to satisfy foreseeable demand 7. Governing Law: Th i s Agreement will be governed by the laws of USA and the courts of USA w i ll have exclusive jurisdiction to settle any d i sp ut e or claim relating to any aspect of this Agreement , which will be heard in English Date 6/29/2022 Date
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