Exhibit 10.1
Marketing and Sales Letter of Intent
Arsenalas-EHG. hereinafter referred to as the "SELLERS", on the one part, and
ECO BUILDING INTERNATIONAL, hereinafter referred to as the "BUYERS" on the other
part, have concluded the present Agreement for the following:
THE SELLER:
Arsenalas-EHG
Silutes P1.39, KLAIPEDA
Lithuania
THE BUYER:
ECO BUILDING INTERNATIONAL
▇ ▇▇▇▇▇▇ ▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇, ▇▇▇▇▇▇▇
Both the above-mentioned parties agreed with the following conditions:
A. SUBJECT OF THE AGREEMENT
"SELLER" sells and "BUYER" has permission to take purchase orders on all
products carried by SELLER. The following Eco Friendly Building & Lighting
Products will be supplied by SELLER for Buyer inventory.
PRODUCT/DISCRIPTION COST
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Building Materials:
Wooden Plates 15 $ Per square metre
Wooden Beans 5 $ per bag
Laminated Fbreboard floors 25 $ per square metre
In quantity and assortment according to Proforma. Invoice which are made out on
each batch of the Goods separately, are assured by signatures and seal of the
Parties (sides), and are an integral part of the Agreement. The goods under the
given Agreement will be put to US and Canada on conditions
B. PRICE AND TOTAL SUM OF THE AGREEMENT
B.1. The total sum of the Agreement
B.2 The Prices for the Goods sold under the present Agreement, are fixed
inprice-lists in US dollars, understood ButterBridge Co, and are specified in
Proforma Invoice and Commercial invoice accompanying each batch of the Goods.
Packing, normal marks, loading, export customs charges are included into the
price of the Goods. Currency of the Agreement is US dollars.
C. DELIVERY And PAYMENT TERMS
C.1 Delivery of the Goods is carried out by separate batches, according to the
Proforma Invoice. The SELLER undertakes to deliver each batch of the Goods under
the present Agreement not later than 25 days since the moment of reception of an
advance payment.
C.2. Within 24 hours after shipment of Goods the SELLER undertakes to inform the
BUYERS by fax: ▇▇-▇▇▇-▇▇▇-▇▇▇▇ about date of shipment. The date of delivery and
date of passing the property right is considered to be the date of loads goods
on board.
C.3
Currency of payment is US dollars. Payment of the Goods delivered under the
present Agreement, is carried out by the BUYER in US dollars, through bank
transaction to the account of the SELLER, according to Proforma Invoice. The
advance payment for the goods is 20 % and is transacted according to Proforma
Invoice. The rest of the payment - 80 % for each batch of the Goods is carried
out after loading the container and sending corresponding documents copies by
fax to the Buyer. Originals of documents are sent the Buyer after accepting 100%
of payment for the Goods within 5 days by special express-mail (DHL
International), the Seller bears the charges.
D. GUARANTEE OF THE SELLER: PACKING, QUALITY OF THE GOODS
D.1. The SELLER guarantees, that the quantity of the put Goods will correspond
to the quantity specified in the Agreement. The SELLER guarantees, that the
quality of the goods will be as the samples, which was transferred by the SELLER
to the BUYER.
D.2. In case of delivery of the poor-quality goods within 45 days from shipping
date or at time of opening the container the SELLER undertakes to replace the
poor-quality goods qualitative, thus the transport and other charges connected
with replacement of the poor-quality goods are carried by the SELLER.
D.3. Acceptance of the goods by amount is made by transfer of the goods of the
transport organization Carrying out delivery of the goods for the Buyer.
Acceptance of the goods on quality is made within 20 days from the moment of
reception of the goods in a warehouse of the Buyer.
D.4. The Goods should be shipped in the standard packing providing safety of the
goods. The SELLER bears the responsibility for the losses connected to damage of
a cargo as a result of his wrong packing.
E. PENALITES
E.1. In case of infringement of term of payment for the Goods, the BUYER pays to
the SELLER the fine of 0,1% from the sum of the Agreement per every day of
delay.
E.2. In case of incomplete delivery of the Goods the SELLER is obliged to
provide delivery the Goods in the terms coordinated by the parties (sides) or to
compensate shortage in money's worth.
E.3. If the SELLER does not provide delivery of the Goods in time unreasonably,
specified in the order, and does not notify properly on it the BUYER it (he)
pays the penalty at a rate of 0,1 % from the sum of the Agreement US dollars per
every day of delay.
E.4. In case of impossibility of delivery of the goods during 40 days from the
moment of realization of payment, the SELLER undertakes to return an advance
payment in the full size, in time, thus having paid to the BUYER 0,1 % from the
sum of the Agreement per every day of a delay.
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F. DOCUMENTS
1. Marketing and Sales Letter of Intent (original);
2. Bill of lading (Sea bills)
3. Packing list 4. Commercial Invoice;
G. INSURANCE
The Buyer is responsible to cover expenses for insurance of the goods.
H. FORCE-MAJEUR
The Parties are released from responsibility for partial or complete
non-fulfillment of their liabilities under the present Agreement, if this
non-fulfillment was caused by the circumstances of Force-majeur, namely: fire,
flood, earthquake, provided the circumstances have directly affected the
execution of the present Agreement. In this case the time of fulfillment of the
Agreement obligations is extended for the period equal to that during which
suchcircumstance last. The Party, for which it became impossible to meet
obligations under the Agreement, is to notify in written form the other Party of
the beginning and cessation of the above circumstances immediately, but in any
case not later than ten days of the moment of their beginning. The notification
of Force Majeure circumstances not made within 15 days deprives the
corresponding Party of the right to refer to such circumstances in future.
The written evidence issued by the respective ▇▇▇▇▇▇▇▇ of Commerce will be a
sufficient proof of the existence and duration of the above Indicated
circumstances. If these circumstances last longer than six months, then each
Party will be entitled to cancel the whole Agreement or any part of it and in
this case neither Party shall have the right to demand any compensation of
ventual losses from the other Party. The SELLERS undertake in this case
immediately to return all the goods paid lately under the present Agreement.
I. ARBITRATION
I.1. All disputes and the disagreements, able to arise from the present
Agreementor in connection with it, will be whenever possible to be solved by
negotiations (peace talks) between the Parties. 9.2. In case the Parties will
not come to the agreement business is subject to the Ireland International
Economic and Trade Commission (Ireland) according to the related international
law. The decision of arbitration Court is final and obligatory for both Parties.
J. CONDITIONS
The Agreement acts from the date of signing and operates for two years.
The Agreement can be changed, terminates only under the mutual agreement of the
parties. The Agreement can be prolonged till one year, according to the mutual
agreement of the sides. Any of the parties has no right to transfer the third
party of the right and the obligation under the present Agreement without the
written approval of other Party. All additions and changes for the present
Agreement, signed by the parties are his integral part. The Agreement or
additions to the Agreement, transferred on channels of facsimile communication,
have validity.
[INTENTIONALLY LEFT BLANK]
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▇. ACCEPTANCE AND LEGAL ADDRESSES OF THE PARTIES
DATE: 01/15/2009
THE BUYER:
ECO BUILDING INTERNATIONAL.
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇▇▇▇▇▇
Title: President
THE SELLER:
ARSENALAS-EHG
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Director
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