EXHIBIT 10.1
APPOINTMENT CONTRACT
This Contract is entered by between XXXXX XXXX U.S.A. INC. (hereinafter referred
to as Party A) and UNION CHANNEL LTD. (hereinafter referred to as Party B) on
this day of April, 2002 on the terms and conditions contained hereinafter.
1. In this Contract, the following words shall bear the meanings set forth
against them unless otherwise stated:- "Agent Services" shall mean Party
A's distribution of finished products supplied by Party B, including the
arrangement of importing/exporting procedures and other matters on behalf
of Party B. "Service Fee" shall mean the "Advanced Payment" made by Party A
for Party B and the "Agent Fee".
2. Party B appoints Party A to deal with the matters on behalf of Party B in
the U.S.A., and Party A willingly provides such non-exclusive services to
Party B.
3. During the Term, this Contract shall not be supplemented, amended, or
modified unless a new contract is re-entered.
4. This Contact supersedes all prior written or oral agreements between the
Parties relating to the agency in the U.S.A. from January 1, 2002.
5. Party A acknowledges, during the term,
1) to exert its best efforts to promote the sales of products in the
American markets and acquire the purchase orders in the name of
Party B;
2) to abide the instructions of Party B relating to the agent services and
provide the highest commercial standard of agent services, but not to
have any actions against the Party B's reputation;
3) to exert its best efforts to acquire the necessary import/export
permit for Party B;
4) to maintain true, accurate and complete books and records in respect
of the agency services hereunder. Party B shall have the right at any
time during the Term through it's authorized representatives to fully
examine and duplicate such books and records during regular business
hours.
5) Party A agrees to notify Party B of any known or suspected breach of
Party B's proprietary rights that comes to Party A's attention.
6) Except with the written consent of Party B. Party A shall not make any
warranty or representation not expressly set forth herein. Party A
shall indemnify and hold Party B harmless against all claims and
expenses and liabilities due to any breach of Party A's obligations,
representations and warranties
6. Upon receipt of Party B's order or inquiry related to the finished
products, Party A shall immediately advice Party B and exercise the terms
and conditions as specified by Party B. If Party B accepts such order,
Party B will fulfill the contract directly. Party B is entitled to refuse
Party A's order or inquiry.
7. 1) Party B agrees to pay the following expenses arising from the Agent
Services offered by Party A in the U.S.A.:
o "Advanced payment" - Party B completely and solely pays the expenses.
Party A shall submit a detailed list of payment and open a
corresponding invoice on monthly basis for Party B's confirmation.
o "Service fee" - 0.1% of total "Advanced payment" will be charged.
o Agent service fee" - Max. 2.5% of total exporting revenue of Party B
will be charged.
2) Party A is entitled to deal with other matters non-relating to Party B,
but the expenses occurring hereof shall not be concluded in the
operating cost. Party B shall have the right at any time during the Term
through its employees and/or its accountants to fully examine such books
and records relating to the "agent service" during regular business
hours. In case it discloses an error, Party B has the right to change
the "Agent Service" payable to Party A.
3) The collection of Party A for Party B: Party A shall pay all the
expenses in advance and shall submit a monthly report to Party B and
invoices Party B on the 5th day of next month. Party B shall pay the
money to Party A by T/T upon receipt of such invoice
8. Without the consent of Party B, Party A shall not:-
1) disclose any information relating to Party B's business or substantial
trades during the Term:
2) engage in any activities which may reasonably be deemed in party B's
sole opinion as competitive to the products or injurious to the sales
potential of Party B's products.
9. Party B may terminate this Contract by giving a written notice to Party A
if:-
1) Party A substantially fails to abide any terms or conditions of this
Contract;
2) Party A defaults in any payment due to Party B;
3) Party A is liquidated or dissolved upon the request of Party B or any
third party in accordance with the competent laws or regulations which
are applicable for Party A.
10. In case Party B terminates this Contract, Party A shall return to Party B
all the information, documents and materials owned by Party B.
11. This Contract is governed by the laws of People's Republic of China.
12. This Contract contains two copies for each party to refer.
IN WITNESS WEREOF, the parties have caused this Contract to be executed this day
of April, 2002.
Party A: Party B:
XXXXX XXXX U.S.A. INC. UNION CHANNEL LTD.
BY: BY:
XX XXXX KUN XXXXXX XXX
Legal representative President
Address: Address:
89N, Xxx Xxxxxxx XXXX XXXXX XXXXXXXX,
Xxxxxxxx, XX 00000 00-00 XXXXXXXX XXXXXX,
XXXXXXXX XXX, XXXX XXXX
