DISTRIBUTION AGREEMENT
THIS AGREEMENT, made this first day of JUNE, 2011 by and between ZHEJIANG UNITED POWER ENERGY CO.,LTD, a corporation duly organized under the laws of the People’s Republic of China having its principal place of business at Xx. 000 Xxxxxxxx Xxxx, Xxxxxxxx Xxxxxxxxxx Xxxx, Xxxxxx, Xxxxxxxx, Xxxxxxxx, Xxxxx (hereinafter "SUPPLIER"), and GOLDEN OASIS NEW ENERGY GROUP, Inc. , a corporation duly organized under the laws of State of Nevada of the United States, with its registered address at 0000X Xxxxxxxxxx Xxxxxx Xxxxxxx Xxxxxxxx, XX 00000 hereinafter ("DISTRIBUTOR").
For purposes of this Agreement, the following words, terms and phrases, where written with an initial capital letter, shall have the meanings assigned to them in this Article 1 unless the context otherwise requires:
1.3 SUPPLIER Information. "SUPPLIER Information" shall mean all information, other than information in published form or expressly designated by SUPPLIER as non-confidential, which is directly or indirectly disclosed to DISTRIBUTOR or embodied in Products provided hereunder, regardless of the form in which it is disclosed, relating in any way to SUPPLIER'S markets, customers, products, patents, inventions, procedures, methods, designs, strategies, plans, assets, liabilities, costs, revenues, profits, organization, employees, agents, distributors or business in general.
(a)To use its best efforts to further the promotion, marketing, sale and other distribution of Products in the Territory;
(b)To maintain an adequate and balanced inventory of Products, supplies, and spare parts;
(c)To promptly respond to all inquiries from customers, including complaints, process all orders, and effect all shipments of Products;
(d)To diligently investigate all leads with respect to potential customers referred to it by SUPPLIER;
(e)To permit SUPPLIER to visit DISTRIBUTOR'S customers and to visit DISTRIBUTOR'S place of business and inspect its inventories, service records, and other relevant documents.
(f)To maintain throughout the Territory an adequate sales force dedicated on a full-time basis to the sale of Products;
(g)To participate actively in sales or merchandising programs prepared by SUPPLIER; to participate in all fairs and exhibitions in the Territory where such participation will, in the judgment of SUPPLIER, promote the Products; and to develop and implement sales programs for the promotion of the Products;
(h)To provide SUPPLIER i[pm reqiestwith a report of its activities with respect to the Products in the Territory during such year, which report shall be in such form and in such detail as SUPPLIER may reasonably require.
(a)An identification of the Products ordered, including model numbers,
(b)Quantity,
(c)Requested delivery dates, and
(d)Shipping instructions and shipping address.
4.1 DISTRIBUTOR shall ensure that its purchase orders are received by SUPPLIER at least forty five (45)days prior to the delivery dates requested in the order. DISTRIBUTOR shall not be entitled to order quantities of the Products in any calendar quarter in excess of an amount as mutually agreed by the parties without the specific approval of SUPPLIER pursuant to a writing separate from any acceptance of a purchase order.
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5.1 Prices. The prices to be paid by for Products purchased pursuant to the Distribution Agreement shall be no more than 10% over SUPPLIER’s cost of producing the Products. SUPPLIER will not require DISTRIBUTOR to purchase a quantity of products in excess of that which DISTRIBUTOR can reasonably afford or reasonably expect to sell in within two to three months of our purchase of the Products.
5.4 Resale Prices. DISTRIBUTOR may resell Products at such prices as DISTRIBUTOR, in its sole discretion, shall determine.
(a)Interest at the rate of one percent ( 1 %) per annum shall automatically become due on all balances outstanding plus a minimum administrative and handling charge of U.S. $ one thousand (1000) per month or part thereof; and
(b)SUPPLIER shall have the right, in its sole discretion, to require payment for additional shipments of Products either by cash in advance or by an irrevocable transferrable, divisible letter of credit in U.S. dollars confirmed by a U.S. bank specified by SUPPLIER, instead of by open account as provided above.
6.1 Acceptance of Products. In the event of any shortage, damage or discrepancy in or to a shipment of Products, DISTRIBUTOR shall promptly report the same to SUPPLIER and furnish such written evidence or other documentation. SUPPLIER shall not be liable for any such shortage, damage or discrepancy unless SUPPLIER has received notice and substantiating evidence thereof from DISTRIBUTOR within thirty (30) days of arrival of the Products at DISTRIBUTOR'S shipping address in the Territory. If the substantiating evidence delivered by DISTRIBUTOR demonstrates to SUPPLIER'S satisfaction that SUPPLIER is responsible for such shortage, damage or discrepancy, SUPPLIER shall promptly deliver additional or substitute Products to DISTRIBUTOR in accordance with the delivery procedures set forth herein and SUPPLIER shall be responsible for all losses and expenses suffered or incurred by DISTRIBUTOR..
SUPPLIER AND DISTRIBUTOR UNDERSTANDS AND AGREES AS FOLLOWS:
ARTICLE 8 CONFIDENTIALITY
DISTRIBUTOR acknowledges and agrees that all SUPPLIER Information is confidential and proprietary to SUPPLIER. DISTRIBUTOR agrees not to use any of such SUPPLIER Information during the term of this Agreement and for a period of five (5) years thereafter for any purpose other than as permitted or required for performance by DISTRIBUTOR hereunder. DISTRIBUTOR further agrees not to disclose or provide any of such SUPPLIER Information to any third party and to take all necessary measures to prevent any such disclosure by its employees, agents, contractors or consultants during the term hereof and for a period of five (5) years thereafter. Nothing herein shall prevent DISTRIBUTOR from using, disclosing or authorizing the disclosure of any SUPPLIER Information which is, or hereafter becomes, part of the public domain.
9.2 Registration. SUPPLIER shall use its best efforts to register the SUPPLIER trademarks specified in Exhibit V, as such Exhibit may be modified during the term of this Agreement, in such jurisdictions within the Territory in which SUPPLIER determines that registration is necessary or useful to the successful distribution of the Products. In addition, in the event SUPPLIER believes that it is advisable to effect any filing or obtain any governmental approval or sanction for the use by DISTRIBUTOR of any of SUPPLIER'S trademarks pursuant to this Agreement, the parties shall fully cooperate in order to do so. All expenses relating to the registration of SUPPLIER'S trademarks in the Territory as well as the making of any filing or obtaining any governmental approvals for the use by DISTRIBUTOR of SUPPLIER'S trademarks shall be borne by SUPPLIER.
10.1 DISTRIBUTOR shall be solely responsible for and shall pay, or reimburse SUPPLIER for, all taxes, duties, import deposits, assessments and other governmental charges, however designated, which are now or hereafter imposed under or by any governmental authority or agency, that are (a) associated with the performance by SUPPLIER of its obligations hereunder the payment of any amount by DISTRIBUTOR to SUPPLIER pursuant to this Agreement, (b) based on the Products or their use, or (c) relate to the import of the Products into the Territory in accordance with then prevailing law or regulations.
11.1 Import Documentation. DISTRIBUTOR shall be responsible for obtaining all licenses and permits and for satisfying all formalities as may be required to import Products into the Territory in accordance with then prevailing law or regulations. SUPPLIER shall be responsible for furnishing DISTRIBUTOR with necessary documents or information for SUPPLIER to obtain all import licenses or permits.
12.1 Term. This Agreement shall take effect with respect to the Territory as of the date first above written and shall continue in force for the initial period specified in Exhibit III. Thereafter, this Agreement shall be renewed for additional periods of one (1) year each, commencing on June 1 of each year, unless one of the parties shall have given the other written notice of its intention not to renewal of this Agreement no later than January 1 of that year.
(a)Either party hereto may terminate this Agreement at any time by giving notice in writing to the other party, which notice shall be effective upon dispatch, should the other party file a petition of any type as to its bankruptcy, be declared bankrupt, become insolvent, make an assignment for the benefit of creditors, go into liquidation or receivership, or otherwise lose legal control of its business, or should the other party or a substantial part of its business come under the control of a third party;
(b)Either party may terminate this Agreement by giving notice in writing to the other party should an event of Force Majeure continue for more than six (6) months as set forth in Section 13.5 below;
(c)Either party may terminate this Agreement by giving notice in writing to the other party in the event the other party is in material breach of this Agreement and shall have failed to cure such breach within thirty (30) days of receipt of written notice thereof from the first party;
(d)SUPPLIER may terminate this Agreement at any time on written notice within sixty (60) days after the end of the initial term or any renewal term as set forth in Section 12.1 above if, during such initial term or renewal term, SUPPLIER and DISTRIBUTOR shall have failed to agree at least sixty (60) days prior to the expiration of the initial term or any renewal term.
(a)Termination of this Agreement shall not release either party from the obligation to make payment of all amounts then or thereafter due and payable or to perform all accepted orders or concluded agreements or contracts between the parties of this Agreements;
(b)SUPPLIER shall have the right tore purchase any part of all of DISTRIBUTOR'S inventory of Products in DISTRIBUTOR'S possession as of the termination date at SUPPLIER'S invoiced price to DISTRIBUTOR for such products and all transportation costs incurred thereunder shall be borne by SUPPLIER..
(c)DISTRIBUTOR'S obligations pursuant to Article 9 hereof shall survive termination of this Agreement.
(d)Within thirty (30) days of the effective date of termination of this Agreement, DISTRIBUTOR shall
furnish SUPPLIER with a list of all DISTRIBUTOR'S customers and the place of destination of all Products sold which are still covered by a SUPPLIER warranty. In addition, DISTRIBUTOR agrees to furnish SUPPLIER with complete information as to calls or the status of any negotiations for the sale of the Products.
15.6 Publicity. This Agreement is confidential and no party shall issue press releases or engage in other types of publicity of any nature dealing with the commercial and legal details of this Agreement without the other party's prior written approval, which approval shall not be unreasonably withheld. However, approval of such disclosure shall be deemed to be given to the extent such disclosure is required to comply with governmental rules, regulations or other governmental requirements. In such event, the publishing party shall furnish a copy of such disclosure to the other party.
GOLDEN OASIS NEW ENERGY GROUP , a corporation duly organized under the laws of State of Nevada, United States of America
By
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Xxxxxxx Xx, |
ZHEJIANG UNITED POWER ENERGY CO.,LTD,a corporation duly organized under the laws of the People’s Republic of China
By:
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/s/ X. Xxxx
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EXHIBIT I
Products
1, we are offering new types of lithium-ion batteries to meet customers' different requirements,our main products are as following:
>> Lithium Ion Battery which can actively assemble into 24V/48V ….10A/15A etc with different kinds of battery package
18650series
226888 series
186572 series
186592 series
>>Lithium Battery PACKS
LEV battery series (E-bike, e-motorcycle)
EV,HEV battery series
Power tool battery series
Small battery packs
We have a top-class research and development team, with self-developed techniques for the manufacturing of high-power lithium batteries, which have been devised after decades of research and development by the company well-educated professional team of engineers.
2,Our products fit to HEV, electric-power bikes and mopeds, miner's lamps, digital products, electric-power tools, electric-power sources for instruments and meters, battery cells as well as high-speed charge and discharge products that can be used in a variety of industries, including in the military industries.