MARKETING AND SALES DISTRIBUTION AGREEMENT
This Marketing and Sales Distribution agreement (the "Agreement") is made by
and between Regal Rock, Inc. ("Regal") and/or assigns (the "Assigns") to
market and distribute the products listed in Attachment A appended to this
Agreement hereto (hereafter collectively referred to as "Products"), and
Shaowau Yuxing Bamboo Products Co., Ltd. (hereafter referred to as
"Supplier"), collectively the "Parties", on the 8th of February, 2006.
Whereas, Supplier is a manufacturer and distributor of certain wood flooring
Products in the People's Republic of China, including the Special
Administrative Region of Hong Kong, of which a non-exclusive list is hereby
provided in Attachment A, and Regal and its Assigns, are in the business of
marketing and distributing items to the General Public.
NOW, THEREFORE, in consideration of the mutual agreements promises set forth
herein, the parties agree as follows:
1. Supplier agrees to manufacture the Products and fulfill Regal's written
purchase orders for Products in a timely manner, and in any event will use
its best efforts to fill placed orders within a period of thirty days (30)
days or less following the receipt of any written order.
2. A. Supplier agrees to deliver to Regal copies of all applicable reports,
articles, tests, investigations, certificates and any other comments or
other information (collectively the "Information") on the Products
immediately after Supplier's receipt of such Information.
B. Regal and its Assigns may use the Information in all its marketing
and distribution efforts to sell the Products. Regal agrees not to make
any marketing claims in regard to the Products that are not supported by
the Information supplied by Supplier.
3. Pricing for the Products will generally be determined by that listed in the
detailed Product Listing per Attachment A. From time to time, Supplier can
make reasonable adjustment(s) to the Price of the Products by giving Regal
written notification of such product price amendments.
Although the price list acts as a guide for purchases made by Regal,
discounts can be negotiated between both parties on any singular product
purchase order submitted to Supplier, including the purchase of Products
from a manufacturing overrun situation.
4. Regal agrees to pay the price of product purchases by letter of
credit or wire transfer prior to product shipment. Regal will pay all
related shipping costs, unless other arrangements have been expressly
made.
5. Termination will be effective sixty (60) days following the date that one
Party delivers written notice of termination to the non - terminating
Party. Notwithstanding this provision, Regal or its Assigns will be
permitted to sell, market, and distribute allProducts that have been ordered
from Supplier, or are in the possession of Regal or its Assigns at
termination.
6. There are no set minimum quota requirements for Product sales under this
Agreement in the first year and Supplier will be obligated to assist in the
completion of each sales order on a case-by-base basis, regardless of
quantity. Following the first year of the Agreement, both parties will
review sales activities during the prior year and rev-visit this provision
of the contract.
7. Supplier warrants and guarantees that Supplier holds all of the
relevant trademarks, service marks, and all other like intellectual property
rights to the Products, and further warrants that Supplier's Products are
not subject to any claim (for infringement or otherwise), demand, or legal
action by any third party. Supplier warrants and guarantees that to the best
of its knowledge all claims made by Supplier about the Products are true and
correct. Any installation of Products made incorrectly and not in accordance
with the advice of Supplier will not be covered within this provision.
8. All notices and other communications required or provided for under
this Agreement shall be validly given, made, or served if in writing and
delivered personally or sent by registered mail, to the other party. Each
party may, by notice to the other as provided herein, designate a different
address at any time.
9. All disputes arising out of or under this Agreement, which cannot be
settled by agreement of the parties shall be submitted to the China Fujian
Shaowu Municipal Court for arbitration. The prevailing party in any dispute
shall be reimbursed all of its reasonable costs, including reasonable
attorney's fees.
11.This Agreement and the rights and obligations of the parties herein,
shall be construed in accordance with the laws of the People's Republic of
China laws on Sino Foreign Cooperation and other applicable Chinese laws and
regulations.
12.This Agreement may be signed by facsimile if required in as many
counterparts as may be required.
Agreed to and accepted as of the 8th day of February, 2006 by:
SUPPLIER REGAL ROCK, INC
Per: "signed" Per: "signed"
_____________________________ _____________________________
ATTACHMENT A
Description Type Price Packing
(FOB US$/m 2)
a. 960x96x15 mm horizontal pressed $14 24 planks per carton
-pre-finished w/German carbonized/natural gross weight 26 kg
Lacquer and T&G color and 2.21 m 2
b. 960x96x15 mm vertical pressed $14.5 24 planks per carton
-pre-finished w/German carbonized/natural gross weight 26 kg
Lacquer and T&G color and 2.21 m 2
c. 1860x96x15 mm horizontal pressed $14.5 12 planks per carton
-pre-finished w/German carbonized/natural gross weight 25 kg
Lacquer and T&G color and 2.14 m 2
d. 1860x96x15 mm vertical pressed $15 12 planks per carton
-pre-finished w/German carbonized/natural gross weight 25 kg
Lacquer and T&G color and 2.14 m 2
