EXCLUSIVE DISTRIBUTION - CONTRACT/AGREEMENT
BETWEEN
Aquastel Pacific Environmental Technology Limited
Hereinafter called and referred to as the "Contractee".
AND
Skinvisible Pharmaceuticals, Inc.
Herein after called and referred to as the "Contractor".
1. The Contractee receives the full and exclusive rights
for the sale and distribution within the following
territory:
Hong Kong, China, Taiwan, Singapore, Malaysia and
Thailand. (Above named countries hereinafter as
"territories" )
The Contractor hereby grants to the Contractee the
full and every rights to purchase the products, as
define hereinafter, from the Contractor in order to
re-sell, market and promote said products.
2. Products: Skinvisible Anti-microbial Skin Protector,
Sun-screen and Sun-tan Skinvisible Protector.
Hereinafter called the "product"; which includes any
and every skin protection affiliate, connected,
substituted, modified product of the named product
during the term of agreement.
3. The Contractee agrees this right will be limited to a
term of three years. The term will begin from the
date of the signing of this contract. In its first
term, there is 8-month cancellation clause by either
party. After first term, Contractee has the right to
renew every 3-year term automatically if meets
mutually agreedable sales volume stated in Clause 10.
4. The Contractor will pass to the Contractee, relevant
data, advertising material, technical documentation,
sale support materials, brochures, promotional
material and material and documents connected and/or
related with the products. The Contractee is
responsible for supplying the above mentioned
materials in the language of the respective
territories.
5. The Contractee agrees to purchase the said product at
the following pricing. Any order placed will be on
the basis of time of delivery shall be approximately
3(three) weeks.
Pricing: Size FOB/Las Vegas, Nevada
2 oz. US$ 1.94
4 oz. US$ 2.78
8 oz. US$ 4.46
16 oz. US$ 7.85
32 oz. US$14.57
6. The sales price fixed in agreements between the two
parties shall have a validity of 6 months and shall be
reviewed at the end automatically.
7. The Contractor will not appoint during the terms of
this agreement other distributors and/or agents
and/or representative of any kind for the
terms of this contract to sell and/or distribute the
products, directly and/or indirectly whatsoever to end-users
and customers within the territories.
8. The only exception will be in the special case of
recommendation. If Contractee of a certain territory
recommends to end-user to another territory in which
there exists already another Contractee, the
recommending Contractee, will receive 5% commission of
the profit from a successful sale from the Contractee
of this other territory. If in this order territory
exists no Contractee. Contractee from another
territory must inform and consult Contractor for
advice and instruction before taking any action.
9. The Contractor will use his best ability to strictly
observe and/or survey the distribution network within
the territories.
This includes an exclusive distribution being
fulfilled and/or granted by the Contractor towards the
Contractee, the Contractor expressly undertakes to
observe Contractee's exclusive right and to prevent
any and all sale of product from third parties within
the territory.
10. The Contractee agrees to purchase US $30,000 mentioned
products in the first 8-month and another US $30,000
in the following 4-month. Then after shall be a
minimum order of US $100,000 per year, with the first
order US $30,000 placed within 7 days of signing the
agreement and the second order US $30,000 placed
within 7 days of the beginning of the 4-month period.
11. The Contractor's warranty to the Contractee as to the
products is as follows:
The Contractor warrants to the Contractee that each
producer will be free from defects in materials and
workmanship for a period of thirty six (36) months
from the date of manufacture in respect of the
relevant products. The Contractor's sole
responsibility under this warranty will be to replace
at his option and cost.
The Contractee will forward the bacterial testing report
when shipment has arrived.
12. The parties agree herewith that the governing law as
well as situs of court and/or arbitration shall be
Nevada USA law.
All changes and/or modifications must be in written
form and countersigned by both sides.
Signed and accepted this day of May 24th 1999.
Contractor Contractee
For and on behalf of
AQUASTEL Pacific Environmental
Technology Ltd.
/s/ T.H. Xxxxxxx /s/ Xxxx Xxx
----------------- -----------------------------
Authorized Signature
Skinvisible Pharmaceuticals, Inc. Aquastel Pacific Environmental
Technology Limited
Seal and Signature Seal and Signature
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