Exhibit 10.6
PRODUCT SUPPLY AGREEMENT
This Product Supply Agreement (hereinafter referred to as this "Agreement") is
entered into by and between the following parties on May 28, 2007 in Shenzhen:
PARTY A: SHENZHEN NEPSTAR PHARMACEUTICAL CO., LTD.
Registered address: Xxxxxxx Xxxxxxxx X-00X, Xxxxxxx Xxxxxxxx, Xxxxxxxx
PARTY B: [REGIONAL NEPSTAR COMPANY]
Registered address:
Whereas:
(1) Party A is a limited liability company incorporated and registered in
Shenzhen in accordance with law of People's Republic of China ("PRC") to
engage in pharmaceutical wholesale, computer network technology development
and technology consulting and service in accordance with law as approved by
relevant governmental authorities of PRC;
(2) Party B is a limited liability company incorporated and registered in
[Place of Regional Nepstar Company] in accordance with law of PRC to engage
in pharmaceutical retail as approved by relevant governmental authorities
of PRC;
(3) Party A desires to provide products to Party B for its operation, while
Party B is willing to procure products from Party A.
Therefore, upon discussion, both parties agree on this Contract as follows:
1. SUPPLY OF PRODUCTS
1.1 The parties agree that all products required for Party B's operation,
including without limitation pharmaceuticals, health-care products and
other non-pharmaceutical products ("Products"), shall be and only be
supplied by Party A or any supplier designated by Party A. Without
prior written consent of Party A, Party B may not accept supply of
Products from any third party.
1.2 The purchase price for the Products supplied by Party A to Party B in
accordance with this Agreement shall be determined by Party A based on
market conditions. Party A will specify the supply price of the
Products for the following month in its monthly price notice to Party
B. Meanwhile, Party A has the right to adjust the supply price of the
Products for the current month based on market conditions. Party B
hereby agrees to pay such purchase price
to Party A in accordance with the price of the Products as determined
by Party A.
1.3 Party A and Party B shall settle at the end of each month. Party B
shall pay the price for the previous month to Party A before the
seventh day of each month (in case that such day is a public holiday,
such period shall be extended to the second day after such holiday).
1.4 The price of the Products payable by Party B to Party A hereunder is
secured by Party B's shareholders other than Party A ("Party B's Other
Shareholders") with pledge on their equity interest in Party B.
Meanwhile, shareholders of Party B's Other Shareholders shall provide
pledge for the interest of Party A with their equity interest Party
B's other shareholders.
2. CATEGORY, QUANTITY AND QUALITY OF PRODUCTS SUPPLIED
2.1 Party A will base on its pharmaceutical chain management system
determine the category and quantity of Products required by Party B
and arrange delivery to Party B. Party B may recommend on the category
and quantity of Products to Party A according to the specific
condition of its market.
2.2 Party A warrants that the Products supplied satisfie national
standards and industry (if any) as well as other requirements or
standards as agreed by both parties.
3. TRANSPORTATION AND DELIVERY OF PRODUCTS
3.1 Party A shall be responsible for transporting the Products required by
Party B to the distribution center of Party B. The expenses of
transportation and loading and unloading shall be born by Party A. The
risk on the Products shall transfer to Party B upon delivery of such
Products to the distribution center of Party B. The expenses incurred
when Party B distributes such Products to each retail store shall be
born by Party B.
3.2 Within two working days after Party A delivers the Products to the
distribution center of Party B, Party B shall conduct acceptance
inspection on the quality of the Products. If there is any dispute
concerning the quality of any Product, Party B shall notify Party A in
writing (such written notice shall indicate the reason of dispute) no
later than two working days after completion of inspection, and Party
A will arrange for inspection on relevant Products. If Party A
acknowledges the defect of the Products, Party A will supply to Party
B Products of the same category at the quantity of the defect Products
to replace such defect Products within three working days after Party
A's testing. If any third party shall be held liable for such defect
Products, Party A shall be
responsible to claim against such third party. If Party B fails to
raise any dispute with respect to the quality of the Products in four
working days after Party A delivers such Products to the product
distribution center of Party B, such Products shall be deemed to be
accepted by Party B.
4. REPRESENTATION AND WARRANTY
4.1 Party A hereby represents and warrants as follows:
4.1.1 that Party A is a limited liability company legally incorporated
and effectively existing in accordance with law of PRC;
4.1.2 that Party A's execution and implementation of this Contract is
within its corporate power and business scope and Party A has
taken necessary corporate actions and obtained appropriate
authorization, and has obtained requisite consent and approval
from third parties and governmental authorities. Such execution
and implementation is not in violation of any restriction of any
PRC law or contract binding on or affecting it; and
4.1.3 that upon execution, this Contract constitutes lawful, valid and
binding obligation of Party A, enforceable in accordance with its
provisions.
4.2 Party B hereby represents and warrants as follows:
4.2.1 that Party B is a limited liability company legally incorporated
and effectively existing in accordance with law of PRC;
4.2.2 that Party B's execution and implementation of this Contract is
within its corporate power and business scope and Party B has
taken necessary corporate actions and obtained appropriate
authorization, and has obtained requisite consent and approval
from third parties and governmental authorities. Such execution
and implementation is not in violation of any restriction of any
PRC law or contract binding on or affecting it; and
4.2.3 that upon execution, this Contract constitutes lawful, valid and
binding obligation of Party B, enforceable in accordance with its
provisions.
5. EFFECTIVENESS AND TERM
5.1 This is signed on the date first set forth above and shall become
effective on
the date when the authorized representatives of both parties sign on
this Contract.
5.2 Any amendment, modification or supplement to this Contract shall be
made in writing and shall become effective when the authorized
representatives of both parties sign thereon.
5.3 Unless terminated in accordance with this Contract or other agreements
between the parties hereof, the term of this Contract shall be ten
years from the effective date.
5.4 With written consent of both Party A and Party B, this Contract may be
renewed upon expiry. The term of renewed contract will be determined
through discussion between the parties hereof. If the parties fail to
achieve agreement on renewal or the term of renewed contract, unless
Party A provides a written notice of no renewal before the expiry,
this Contract shall be automatically renewed for an additional year
after expiry (including the expiry of renewed term).
5.5 If during the terms as provided in Section 5.3 and 5.4 hereof, the
business term (including any extended term) of either party expires or
terminates due to any other reason, this Contract shall terminate upon
such termination, unless such party has transferred its rights and
obligations hereunder according to Article 11 of this Contract.
6. TERMINATION
6.1. Termination on Expiry Date Unless renewed in accordance with Article
5.4 of this Contract, this Contract shall terminate on the expiry
date.
6.2. Early Termination During the term of this Contract. Party B may not
terminate this Contract before expiry, unless there is any gross
negligence, default, other misconduct or bankruptcy on the part of
Party A. Notwithstanding foregoing, Party A has the right to terminate
this Contract at any time by providing Party B a 30-days written
notice. During the term of this Contract, If Party B is in breach of
this Contract and fails to correct its breach within fourteen (14)
days after receiving the written notice concerning its breach from
Party A, Party A may notify Party B in writing to terminate this
Contract.
6.3. Provisions after Termination. After this Contract terminates, the
rights and obligations of the parties under Article 7 and 8 hereunder
shall continue to be valid.
7. GOVERNING LAW
The implementation, interpretation and enforcement of this Contract shall
be governed by law of PRC.
8. DISPUTE RESOLUTION
In case of any dispute between the parties concerning the interpretation
and performance of any provision of this Contract, the parties shall
resolve such dispute through negotiation in good faith. If the parties fail
to achieve agreement upon resolution of such dispute in thirty (30) days
after one party requests to resolve such dispute through discussion, either
party may submit relevant dispute to China International Economic and Trade
Arbitration Commission for arbitration in accordance with its then valid
arbitration rules. The place of arbitration shall be Shenzhen and the
language to be used in such arbitration shall be Chinese. The arbitration
award is final and binding on both parties.
9. FORCE MAJEURE
9.1 "Force Majeure" means any event that is beyond the reasonable control
of one party and is not avoidable even under reasonable attention of
the affected party, including without limitation, governmental act,
natural power, fire, explosion, storm, flood, earthquake, tide,
lightening and war, provided that, the deficiency of credit, capital
or fund-raising shall not be deemed as an event out of reasonable
control of one party. The party affected by Force Majeure and seeking
to be released from fulfilling its obligation under this Contract
shall notify such exemption event to the other party as soon as
possible and indicate its actions to be taken to fulfill its
obligation.
9.2 In the event of delay or suspension of implementation of this Contract
due to any Force Majeure as defined above, the party affected by such
Force Majeure will not be required to assume any liability under this
Contract in the extent of delay or suspension. The affected party
shall take appropriate measures to diminish or eliminate the influence
of such Force Majeure and shall try to resume with performance of
obligation delayed or suspended by such Force Majeure. Upon
elimination of Force Majeure, the parties agree to resume performance
under this Contract at its best effort.
10. NOTICE
Any notice or other communication from either party in accordance with this
Contract shall be made in writing in Chinese or English and may be sent by
personal delivery, registered mail, pre-paid mail or acceptable courier
service or facsimile to the following address or addresses of the related
party or both parties
or other address as notified by the other party to such party from time to
time or address of others designated by the other party. The notice shall
be deemed to be delivered (a) for notice delivered by personal delivery, on
the date of personal delivery; (b) for notice sent by mail, on the third
(3) day after the prepaid air registered mail is sent out (as indicated on
the mail xxxx) or on the second (2) day after given to the internationally
recognized courier service institution, and (c) for notice sent by
facsimile, at the receiving time as indicated by transmission confirmation
letter of relevant document.
PARTY A: SHENZHEN NEPSTAR PHARMACEUTICAL CO., LTD.
address: Nepstar Building A-15B, Nanshan District, Shenzhen
Attention: Xxxxx Xxxxx
Fax: 0000-00000000
Tel: 0000-00000000
PARTY B: [REGIONAL NEPSTAR COMPANY]
address: ______________________________
Attention: ____________________________
Fax: __________________________________
Tel: __________________________________
11. ASSIGNMENT OF AGREEMENT
11.1. Without prior written consent of Party A, Party B may not transfer
its rights and obligations hereunder to any third party.
11.2. Party B hereby agrees Party A may transfer its rights and obligations
hereunder to any third party. Party A shall only provide Party B with
written notice at the time of such transfer and will need not obtain
consent of Party B with respect to such transfer.
12. ENTIRENESS OF AGREEMENT
Both parties confirm that upon effectiveness, this Contract constitutes the
entire agreement and understanding between the parties hereof with respect
to the subject matter of this Contract and completely supersedes all prior
oral or/and written agreement and understanding between the parties before
this Contract with respect to the subject matter hereof.
13. SEVERALTY OF AGREEMENT
If any provision under this Contract is held to be invalid or unenforceable
due to conflict with relevant law, then such provision shall be deemed to
be invalid only in the extent of jurisdiction of relevant law and may not
affect the legal effect of other
provisions hereof.
14. COPIES OF AGREEMENT
This Contract is signed in two originals, each of which is held by the
parties separately. Each original shall have the same legal effect.
In witness whereof, both parties have caused their respective legal
representative or authorized representative to sign on this Contract on the date
set forth above as proof of credit.
[No context below]
PARTY A: SHENZHEN NEPSTAR PHARMACEUTICAL CO., LTD.
Legal Representative: Xxxxx Xxxxx
Seal:
PARTY B: [REGIONAL NEPSTAR COMPANY]
Legal Representative: ___________________
Seal:
