Attached files
| file | filename |
|---|---|
| 8-K - HONG KONG WINALITE GROUP, INC. - FORM 8-K - HONG KONG WINALITE GROUP, INC. | hkwg-8k.htm |
| EX-10.2 - EXHIBIT 10.2 - HONG KONG WINALITE GROUP, INC. | ex10-2.htm |
EXHIBIT
10.1
MASTER
PURCHASE AND SUPPLY AGREEMENT
This MASTER
PURCHASE AND SUPPLY AGREEMENT (“Agreement”)
is made as of October 31, 2009, between and among The Hong Kong Winalite Group
Limited, a Hong Kong company (“Winalite”);
and Shen Zhen Xian Sheng Science and Technology Development Co., Ltd., a company
organized and existing under the laws of the People’s Republic of China (“Manufacturer”).
Each of the foregoing is referred to as a “Party” and
together as the “Parties”.
Capitalized terms not otherwise defined have the meanings assigned to them in
Exhibit A to
this Agreement.
RECITALS
|
A.
|
Manufacturer
holds the rights to certain patented technology used in the manufacture of
the products identified on Exhibit B
(the “Products”).
|
|
B.
|
Winalite
has been organized to centralize and coordinate the marketing, sale and
distribution of branded products, including those previously manufactured
and/or distributed by third parties using the name “Winalite;”
accordingly, the ownership and rights to that name and brand are also
being consolidated within Winalite.
|
|
C.
|
Winalite
desires to purchase Products from Manufacturer, and Manufacturer desires
to sell Products to Winalite for resale and distribution worldwide,
pursuant to the terms and conditions set forth in this
Agreement.
|
NOW, THEREFORE,
in consideration of the mutual promises and covenants contained herein, and for
other good and valuable consideration, the receipt and sufficiency of which are
acknowledged by the Parties, the Parties agree as follows:
AGREEMENT
|
1.
|
Purchase
Orders.
|
|
|
(a)
|
Winalite
will order Products from Manufacturer on Winalite’s standard purchase
order form (each, a “Purchase
Order”). Each Purchase Order will be deemed accepted by
Manufacturer unless specifically rejected in writing by Manufacturer
within five (5) days of the date of the Purchase Order.
|
|
|
(b)
|
Each
Purchase Order delivered to Manufacturer under this Agreement will be
deemed a part of and/or incorporated into this Agreement, provided, however, that
the only binding terms of
|
|
1
|
such
Purchase Order will be the specific terms identifying the Products
ordered, the quantity, delivery schedule, delivery method, destination and
FOB/CIF designation. The Parties expressly agree that all other provisions
of Buyer’s Purchase Orders or Manufacturer’s order acknowledgement are
void, it being the express intent of the Parties that this Agreement
governs the general terms of sale.
|
||
|
(c)
|
All
Purchase Orders will be delivered to Manufacturer by facsimile, e-mail or
international courier.
|
|
|
(d)
|
The form
and content of the Purchase Orders, including any terms and conditions
appearing on or attached to the Purchase Orders, will be determined in the
sole discretion of Winalite; provided, however, that
Manufacturer will have five (5) days from receipt of any Purchase Order to
object in writing to any change to the commercial terms thereof, as
compared to the immediately preceding Purchase Order accepted or deemed
accepted by Manufacturer. If Manufacturer so objects, the Purchase Order
will be deemed canceled. If Manufacturer does not so object, the Purchase
Order will be deemed accepted.
|
|
|
2.
|
Prices.
|
|
|
(a)
|
The prices
(the “Prices”)
for the Products are set forth on Exhibit
C, which may be amended from time to time by written agreement of
the Parties. No amendment of the Prices will be effective for a period of
ninety (90) days after agreement thereon by the
Parties.
|
|
|
(b)
|
The Prices
include all charges such as for packaging, packing, customs duties imposed
before passage of title, and all taxes except sales, use and other such
taxes imposed upon the sale or transfer of Products for which Winalite may
be responsible under applicable law.
|
|
|
3.
|
Delivery.
|
|
|
(a)
|
Time and
rate of delivery are of the essence of all purchases made under this
Agreement. The minimum agreed period between Winalite’s delivery of a
Purchase Order and the scheduled delivery date (“Leadtime”)
will be no less than thirty (30) days unless a longer period is stated in
the Purchase Order or a shorter period is agreed to in writing between the
Parties.
|
|
|
(b)
|
Deliveries
will state in the applicable Purchase Order. Winalite may within ten 10
days prior to the scheduled delivery date require Product to be
drop-shipped to its distributors located outside of Hong Kong. Unless
otherwise agreed, the shipping charges will be borne by the
Manufacturer.
|
|
2
|
(c)
|
If
Manufacturer delivers Products more than ten (10) days in advance of the
scheduled delivery date, Winalite, after notice to Manufacturer, may
either (i) return such Products, at the Manufacturer’s costs and expense,
for subsequent delivery on the original scheduled delivery date or (ii)
retain such Products and postpone payment until it would have been due if
Manufacturer had delivered the Products as scheduled. If Manufacturer is
more than fifteen (15) days late in meeting a scheduled delivery date (a
“Late
Delivery”), then Winalite may require that Manufacturer ship the
Products via a premium means at Manufacturer’s expense. Manufacturer will
not be responsible for delays or defects in delivery resulting from
unforeseen, superseding circumstances, including delays of
carriers.
|
||
|
(d)
|
The
following delivery-related terms have the meaning set forth
below:
|
||
|
(i)
|
For C.I.F.,
“Shipment
Date” means the date on which the Products are delivered on board
the common carrier in (or such
other port as Manufacturer may ship Products from in the future). For
F.O.B., “Shipment
Date”
means the date on which the Products are delivered to Winalite’s common
carrier in (or such other port
as Manufacturer may ship Products from in the future).
|
||
|
(ii)
|
“Delivery”
will have occurred on the Shipment Date.
|
||
|
(iii)
|
When
Products are delivered to or on board the common carrier after the
originally scheduled delivery date with the delay caused by Winalite, the
delivery will be deemed timely.
|
||
|
(iv)
|
When
Products are delivered otherwise but in compliance with this Agreement or
any other written agreement of the Parties, the delivery will be
timely.
|
||
|
4.
|
Payment
and Terms.
|
|
|
(a)
|
All
purchases of Product will be on open account. Payment terms will be ninety
(90) days net upon invoice by Manufacturer, unless otherwise specified in
the applicable Purchase Order. Any amounts owed to Winalite due to
permitted rejections of Product or agreed discrepancies on paid invoices
will be, at Winalite’s option, fully credited against future invoices
payable to Manufacturer, or paid by Manufacturer within thirty (30) days
from Manufacturer’s receipt of a debit memo or other written request for
payment by Winalite.
|
|
|
5.
|
Quality,
Inspection and Acceptance.
|
|
|
|
3
|
|
|
(a)
|
All
Products will conform to the specifications attached as Exhibit D, as they may be amended from time
to time by written agreement of the Parties (the “Specifications”).
|
|
|
(b)
|
Without
limitation, the Specifications may include product marking and labeling,
including country-of-origin marking, product inserts and other similar
requirements for the Products.
|
|
|
(c)
|
Winalite
may perform source inspection and process control audits at Manufacturer’s
facilities at any time during normal business hours, but this does not
relieve Manufacturer of its obligation to deliver conforming Products or
waive Winalite’s right to reject non-conforming
Products.
|
|
|
(d)
|
Winalite
may reject non-conforming Products at any time within ninety (90) days
after Delivery.
|
|
|
(e)
|
Products
will be deemed non-conforming if they fail to comply with the applicable
Specifications. Winalite may within ninety (90) days after Delivery return
non-conforming shipments of Product to Manufacturer for replacement, with
Manufacturer bearing all costs and risk of loss including, without
limitation, additional shipping expenses. Winalite will not be required to
obtain Manufacturer’s advance consent for any returns of non-conforming
Products. Manufacturer will replace all such Products and ship the
replacement Products to Winalite (or at Winalite’s instructions) within
fifteen (15) days of receipt by Manufacturer of the defective
Products.
|
|
|
6.
|
Winalite
Brand.
|
|
|
Manufacturer
hereby transfers to Winalite all right, title and interest it may have in
and to the word “Winalite,” including without limitation any trademark,
trade name, or copyright to that word and any representation or design
incorporating that word (collectively, the “Winalite
Brand”). Winalite hereby grants to Manufacturer during the Term of
this Agreement a royalty-free license to use the Winalite Brand only in
connection with the manufacturing and sale to Winalite of the Products.
Manufacturer will not use the Winalite Brand in connection with the
manufacturing of any products or items for sale to any Person other than
Winalite without the advance written approval of Winalite. Should
Manufacturer acquire any rights in the Winalite Brand, whether by
operation of law or otherwise, Manufacturer will, at the cost and expense
of Winalite, immediately, upon the request of Winalite, irrevocably
unconditionally and effectively, assign such rights to
Winalite. Manufacturer hereby acknowledges, declares and agrees
that it has no rights, and/or interest, of whatsoever nature in Winalite
Brand save for the licenses granted to it by Winalite pursuant to the
provisions of this Agreement. Manufacturer hereby, irrevocably
and unconditionally, waives, in favor of Winalite, any such rights which
it may
|
||
4
|
acquire,
whether by operation of law or otherwise. The provisions of
this clause will remain in full force and effect notwithstanding the
expiration or earlier termination of this Agreement.
|
|
|
7.
|
License
Grant.
|
|
Manufacturer
grants to Winalite a world-wide, royalty-free license during the Term of
this Agreement to use any patents, copyrights, trademarks, trade names or
other intellectual property which is owned or to which Manufacturer has
rights, solely for the purposes of marketing, selling and distributing the
Products.
|
|
|
8.
|
Exclusivity.
|
|
With the
exception of the market in People’s Republic of China, manufacturer will
manufacture the Products exclusively for Winalite and, unless approved in
advance in writing by Winalite, will not manufacture or sell the Products,
any functionally equivalent products, or any products employing or
incorporating any patented or proprietary technology used in the
production of the Products to any other
Person.
|
|
|
|
9.
|
Warranties;
Intellectual Property Indemnification.
|
|
|
(a)
|
Manufacturer
warrants for three (3) years from the shipment date that all Products will
be free from defects in material, workmanship and design which adversely
affect the performance of the Products, and will comply with all
applicable health and safety, and consumer protection, laws and
regulations. The warranties will survive any inspection, delivery payment
or termination of this Agreement.
|
|
|
(b)
|
Manufacturer
warrants that it has the right to manufacture and convey the Products to
Winalite and that the Products when shipped will be free of all liens and
encumbrances.
|
|
|
(c)
|
Manufacturer
warrants to Winalite that it has all intellectual property and other
rights necessary to manufacture and sell the Products to Winalite, and
that the design, manufacture, marketing and sale of the Products does not
and will not infringe the intellectual property rights of any other
Person.
|
|
|
(d)
|
Manufacturer
will defend, at its expense, any claims against Winalite alleging that the
Products, or any part thereof, infringe any patent, copyright, trademark,
trade secret, mask work or other intellectual property interests in any
country and will pay all costs and damages awarded, if Manufacturer is
notified promptly in writing of such claim. If an injunction against
Winalite’s or Winalite’s customer’s or distributor’s use, sale, lease,
license or other
|
|
5
|
distribution
of Products or any part thereof results from such a claim (or if Winalite
reasonably believes such a claim is likely), Manufacturer will, at its
expense (and in addition to Manufacturer’s other obligations hereunder)
and as Winalite requests, use its best efforts to (i) obtain for Winalite
and its customers and distributors the right to continue using, selling,
leasing, licensing or otherwise distributing the Products, or (ii) replace
or modify the Products so that they become non-infringing but functionally
equivalent.
|
||
|
10.
|
Compliance with
Laws.
|
|
|
Each Party
will at all times and at its own expense (a) strictly comply with all
applicable laws, rules, regulations and governmental orders, now or
hereafter in effect, relating to its performance of this Agreement, (b)
pay all fees and other charges required by such laws, rules, regulations
and orders, and (c) maintain in full force and effect all licenses,
permits, authorizations, registrations and qualifications from all
applicable governmental departments and agencies to the extent necessary
to perform its obligations hereunder.
|
||
|
11.
|
Representations
and Warranties.
|
|
|
Each Party
represents and warrants to the other, as to itself and not as to the
other, as follows:
|
||
|
(a)
|
It is a
company duly organized under the laws of the country identified in its
address on the signature page of this Agreement and has all requisite
corporate power and authority to enter into, deliver and perform its
obligations under this Agreement. When duly executed and delivered by it,
this Agreement will constitute an obligation which is valid, binding on
and enforceable against it.
|
|
|
(b)
|
All
corporate action necessary to execute, deliver and perform its obligations
under this Agreement has been duly taken.
|
|
|
(c)
|
It has all
necessary business and other governmental licenses, permits and
authorizations to permit it to perform its obligations under this
Agreement.
|
|
|
12.
|
Confidential
Information.
|
|
|
Notwithstanding
any other provision of this Agreement, the Parties agree to maintain in
confidence, and not to disclose to other Person, either during the Term of
this Agreement or during a period of five (5) years thereafter, any and
all Confidential Information furnished by a Party (the “Disclosing
Party”) to the other Party (the “Receiving
Party”). “Confidential
Information” means and includes any information of any nature
except for information (i) which at the time of disclosure is, or
subsequently
|
||
6
|
becomes,
part of the public domain through no fault of the Receiving Party, (ii)
which at the time of disclosure, is already known to the Receiving Party
and the Receiving Party can prove such prior knowledge, or (iii) which is
subsequently disclosed on a non-confidential basis to the Receiving Party
by a third Party whose receipt and disclosure does not constitute a
violation of any confidentiality obligation to the Disclosing Party.
Confidential Information may include, but will not be limited to,
processes, compilations of information, records, specifications, cost and
pricing information, customer lists, catalogs, booklets, technical
advertising and selling data, samples, and the fact of the Disclosing
Party’s intent to manufacture, market, sell or distribute any new product,
and except for information which is public or general industry knowledge,
all information furnished by the Disclosing Party to the Receiving Party
will be considered to be Confidential Information, whether or not
specifically so designated. The Receiving Party will take all reasonable
steps to protect the Confidential Information from unauthorized
disclosure, including, but not limited to, informing its employees in
writing of the confidential nature of the information and binding those
employees to maintain the confidentiality of the information to the same
extent as provided herein. The Receiving Party further agrees not to use
any Confidential Information in any way, directly or indirectly, except as
required in the course of the performance of the terms of this Agreement
and approved in writing and in advance by the Disclosing
Party.
|
||||
|
13.
|
Term
and Termination.
|
|||
|
(a)
|
The term of
this Agreement (the “Term”)
will commence on the date first set forth above and continue until
terminated in accordance with this Section
13.
|
|||
|
(b)
|
This
Agreement will terminate:
|
|||
|
(i)
|
upon six
(6) months advance notice by either Party, by written notice delivered to
the non-terminating Party specifying the effective date of such
termination;
|
|||
|
(ii)
|
immediately
by written notice of a Party (1) upon the material breach by any other
Party of that Party’s obligations hereunder and the failure of such Party
to cure such breach within thirty (30) working days after written notice
from the non-breaching Party; or (2) upon the filing of a voluntary or
involuntary petition in bankruptcy by another Party or of which such other
Party is the subject, or the insolvency of the other, or the commencement
of any proceedings placing the other in receivership, or of any assignment
by the other for the benefit of creditors.
|
|||
|
(c)
|
Consequences
of Termination.
|
|||
7
|
On the
effective date of any termination of this Agreement, (i) all licenses and
grants of intellectual property, including those set forth in Sections 6
and 7, will terminate immediately except as
necessary to permit the sale of remaining inventory of Product as
contemplated by this Section13(c); (ii) at the option of the Disclosing
Party, the Receiving Party will return or destroy all Intellectual
Property of the Disclosing Party having tangible form in its possession,
custody, or control; (iii) Winalite and any of its customers and/or
distributors may continue to market, sell and distribute such Products as
may already have been Delivered; (iv) all amounts due or payable from
either Party to the other will continue to be due and payable despite such
termination. Expiry or termination of this Agreement in accordance with
its terms will not give either party the right to claim any damages or
compensation, indemnity or reimbursement whatsoever from the other by
reason of such expiry or termination (including, but not limited to, any
claims in respect of present or prospective loss of profits or
distribution rights, or any similar loss or for expenditures, investments,
commitments or otherwise), but such expiry or termination will
be without prejudice to any rights or remedies available to, or any
obligations or liabilities accrued to, either party at the effective date
of termination.
|
||
|
(d)
|
Survival. In
the event of termination of this Agreement for any reason whatsoever,
Section 9 (Warranties), Section 12
(Confidential
Information), and Section
13(c)
(Consequences of
Termination) hereof will survive for as long as necessary to
effectuate their purposes and will bind the Parties and their
representatives, successors and assigns.
|
|
|
14.
|
Dispute
Resolution.
|
|
|
(a)
|
Friendly
Negotiations. The parties will attempt in the first
instance to resolve all disputes arising out of or relating to this
Agreement (“Disputes”)
through friendly consultations.
|
|
|
(b)
|
Commencement
of Arbitration. If no mutually acceptable settlement of
the Dispute is made within sixty (60) days from the commencement of the
settlement negotiation or if any Party refuses to engage in any settlement
negotiation, any Party may submit the Dispute for
arbitration.
|
|
|
(c)
|
Arbitration.
If a Dispute is not resolved by consultations within
sixty (60) days after one Party has served written notice on the other
Party for the commencement of such consultations, then such Dispute will
be finally settled and determined by arbitration in Hong Kong under the
Arbitration Rules of the United Nations Commission on International Trade
Law by arbitrators appointed in accordance with such Rules. The
arbitration and appointing authority will be the Hong Kong International
Arbitration Centre (“HKIAC”).
The arbitration will be
|
|
8
|
|
|
conducted
by a panel of three arbitrators, one chosen by Winalite, one chosen by
Manufacturer, and the third by agreement of the Parties; failing agreement
within thirty (30) days of commencement of the arbitration proceeding, the
HKIAC will appoint the third arbitrator. The proceedings will be
confidential and conducted in English. The arbitral tribunal will have the
authority to grant any equitable and legal remedies that would be
available in any judicial proceeding instituted to resolve a disputed
matter, and its award will be final and binding on the parties. The
arbitral tribunal will determine how the parties will bear the costs of
the arbitration. Notwithstanding the foregoing, each Party will have the
right at any time to immediately seek injunctive relief, an award of
specific performance or any other equitable relief against the other Party
in any court or other tribunal of competent jurisdiction. During the
pendency of any arbitration or other proceeding relating to a Dispute
between the parties, the parties will continue to exercise their remaining
respective rights and fulfill their remaining respective obligations under
this Agreement, except with regard to the matters under
dispute.
|
||
|
15.
|
Miscellaneous.
|
|
|
(a)
|
No
Partnership. This Agreement does not establish either
Party as an agent, partner, joint venturer, employee, servant, or legal
representative of the other for any purpose whatsoever, and neither has
the right to bind the other in any way.
|
|
|
(b)
|
Further
Assurances. Each Party will execute and/or cause
to be delivered to each other Party such instruments and other documents,
and will take such other actions, as such other Party may reasonably
request for the purpose of carrying out or evidencing any of the
transactions contemplated by this Agreement.
|
|
|
(c)
|
Fees and
Expenses. Each Party will bear its own fees and
expenses incurred in connection with the negotiation, execution and
performance of its obligations under this Agreement and any other
agreements relating hereto.
|
|
|
(d)
|
Payment of
Applicable Taxes. Manufacturer will bear the cost of,
and will pay, all local taxes, stamp taxes, government charges,
registration fees, or any other sums required to be paid in connection
with this Agreement, the purchase and sale of Products, its performance
under this Agreement, or any right to use any Intellectual Property
granted hereunder.
|
|
|
(e)
|
Notices. Any
notice or other communication required or permitted to be delivered to any
Party will be in writing and will be deemed properly delivered, given and
received upon dispatch by hand, registered mail, courier or express
delivery service with receipt confirmed
by
|
|
9
|
signature
of the addressee, to the address set forth beneath the name of such Party
below (or to such other address as such Party may specify in a written
notice given to the other Parties):
|
|
If to
Winalite:
|
The Hong
Kong Winalite Group Ltd.
Rm1204-1206,
Wai Fung Plaza, 664 Nathan Road, Mongkok, KL, Hong Kong
Fax: +85
20 23883936
|
|
|
With Copies
to:
|
Jun He Law
Offices, Shanghai Office
Shanghai
Kerry Center, 32nd Floor, 1515 Nanjing Road West, Shanghai 200040, P.R.
China
Attn: Mr.
Chunyang Shao
|
|
|
If to
Manufacturer:
|
深圳先声科技发展有限公司
深圳市福田区深南大道4009号投资大厦2楼02-A区
抄送：陈怀德
Fax：+0086-0755
82912511
|
|
|
With Copies
to:
|
Jun He Law
Offices, Shanghai Office
Shanghai
Kerry Center, 32nd Floor, 1515 Nanjing Road West, Shanghai 200040, P.R.
China
Attn: Mr.
Chunyang Shao
|
|
(f)
|
Publicity. No
press release, publicity, disclosure or notice to any Person concerning
any of the transactions contemplated by this Agreement will be issued,
given, made or otherwise disseminated by Manufacturer at any time without
the prior written approval of Winalite.
|
|
|
(g)
|
Headings,
Gender and Usage. The headings contained in this
Agreement are for convenience of reference only, and will not be deemed to
be a part of this Agreement and will not be referred to in connection with
the construction or interpretation of this Agreement. For purposes of this
Agreement: (i) the words “include” and “including” will be taken to
include the words, “without limitation;” and (ii) whenever the context
requires, the singular number will include the plural, and vice versa; and
each of the masculine, feminine and neuter genders will refer to the
others.
|
|
|
(h)
|
Governing
Law and Language. This Agreement, including all
matters of construction, validity and performance, will in all respects be
governed by, and construed in accordance with, the laws of Hong Kong,
S.A.R. (without giving effect to principles relating to conflict of
laws). This Agreement is written in English and the English
language will govern any interpretation of this
Agreement.
|
10
|
(i)
|
Successors
and Assigns; Parties in Interest. Except as
otherwise expressly provided herein, the provisions of this Agreement will
inure to the benefit of, and be binding upon, the successors, permitted
assigns, heirs, executors and administrators of the
Parties.
|
|
|
(j)
|
Assignments,
Successors, and No Third-Party
Rights. Manufacturer may not assign any of its
rights or delegate any of its obligations under this Agreement without the
written consent of Winalite. Without the prior written consent of
Manufacturer, Winalite may only assign its rights or delegate its
obligations under this Agreement to an affiliate controlled by, or under
common control with, Winalite. No Person not a Party to this Agreement or
a permitted assignee has any rights under this
Agreement.
|
|
|
(k)
|
Amendments. This
Agreement may not be amended, modified, altered or supplemented other than
in a writing duly executed and delivered on behalf of all
Parties.
|
|
|
(l)
|
Interpretation. Each
Party acknowledges that it has participated in the drafting of this
Agreement, and any applicable rule of construction to the effect that
ambiguities are to be resolved against the drafting party will not be
applied in connection with the construction or interpretation of this
Agreement.
|
|
|
(m)
|
Severability.
In
case any provision of the Agreement will be invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining
provisions will not in any way be affected or impaired
thereby.
|
|
|
(n)
|
Waiver. No failure or
delay by any Party to exercise any right, power or remedy under this
Agreement will operate as a waiver of any such right, power or
remedy.
|
|
|
(o)
|
Entire
Agreement. The Agreement sets forth the entire
understanding of the Parties relating to the subject matter hereof and
supersedes all prior agreements and understandings, written or oral, among
or between any of the Parties relating to the subject matter
hereof.
|
|
|
(p)
|
Counterparts.
This Agreement may be executed in any number of counterparts. When each
Party has signed and delivered to all other Parties at least one such
counterpart, each of the counterparts will constitute one and the same
instrument.
|
[Remainder of Page
Intentionally Left Blank]
11
IN WITNESS
WHEREOF, the Parties have executed this Master Purchase and Supply Agreement as
of the date first above written.
|
“Winalite”
The Hong
Kong Winalite Group, Ltd.
By: /s/ Jingjun
Hu
Print name
and title:
Hu Jing Jun
Chairman
Address:
Rm1204-06, Wai Fung Plaza, 664 Nathan
Road
Mongkok, KL, Hong Kong
|
“Manufacturer”
Shen Zhen
Xian Sheng Science and Technology
Development
Co., Ltd.
By: /s/ 陈怀德
Print name
and title:
陈怀德
法人
Address:
深圳市福田区深南大道4009号
投资大厦2楼02-A区
|
12
EXHIBIT
A
Definitions
As used in this
Master Purchase and Supply Agreement, the following capitalized terms have the
meanings assigned to them in this Exhibit
A:
|
“Confidential
Information”
|
is defined
in Section 12.
|
|
“Delivery”
|
is defined
in Section 3(d)(ii).
|
|
“Disclosing
Party”
|
is defined
in Section 12.
|
|
“Disputes”
|
is defined
in Section 14(a).
|
|
“HKIAC”
|
is defined
in Section 14(c).
|
|
“Late
Delivery”
|
is defined
in Section 3(b).
|
|
“Leadtime”
|
is defined
in Section 3(a).
|
|
“Manufacturer”
|
is defined
in the first paragraph of this Agreement.
|
|
“Party”
and “Parties”
|
are defined
in the first paragraph of this Agreement.
|
|
“Person”
|
means an
individual, a corporation, a partnership, an association, a trust or other
entity or organization, including a government or political subdivision or
an agency or instrumentality thereof.
|
|
“Prices”
|
is defined
in Section 2(a).
|
|
“Products”
|
is defined
in Recital A.
|
|
“Purchase
Order”
|
is defined
in Section 1(a).
|
|
“Receiving
Party”
|
is defined
in Section 12.
|
|
“Shipment
Date”
|
is defined
in Section 3(d)(i).
|
|
“Specifications”
|
is defined
in Section 5(a).
|
|
“Term”
|
is defined
in Section 13.
|
|
“Winalite
Brand Winalite”
|
is defined
in Section 6.
|
|
“Winalite”
|
is defined
in the first paragraph of this
Agreement.
|
|
EXHIBIT
B (附件 B) - Product （产品）
|
||||
|
序号
|
英文名称
|
单位
|
中文名称
|
单位
|
|
1
|
LOVE MOON
Anion Sanitary Napkin
|
set
|
月月愛負離子衛生巾套裝
|
套
|
|
2
|
LOVE MOON
Anion Full Pantiliner
|
set
|
月月愛負離子全護墊套裝
|
套
|
|
3
|
Demo
Kit
|
pcs
|
縯示箱
|
個
|
|
4
|
Show
Cup(Soft)
|
pcs
|
縯示杯（軟質）
|
個
|
|
5
|
Show
Paper
|
pcs
|
縯示紙
|
張
|
|
6
|
Injector
|
pcs
|
註射器
|
支
|
|
7
|
Winalite
Logo
|
pcs
|
月朗徽章
|
個
|
|
8
|
Distributor
Hand-book
|
pcs
|
經銷商手冊
|
本
|
|
9
|
Products
Manual
|
pcs
|
産品畫冊
|
本
|
|
10
|
Winalite
International OPP Handbook
|
pcs
|
月朗國際OPP手冊
|
本
|
|
11
|
Winalite
International Opening Special
|
pcs
|
月朗國際開業特刊
|
本
|
|
12
|
Products
Leaflet
|
pcs
|
産品單張
|
張
|
|
13
|
System
Explanation Foldout
|
pcs
|
制度講解折頁
|
張
|
|
14
|
Customer
Service Handbook
|
pcs
|
客戶服務手冊
|
本
|
|
15
|
Success
Unlimited Basic Training Manual
|
pcs
|
長成繫統基礎培訓手冊
|
本
|
|
16
|
Success
Unlimited Success Handbook
|
pcs
|
長成繫統成功手冊
|
本
|
|
17
|
Success
Unlimited Handbook of Sincere Words
|
pcs
|
長成心語
|
本
|
|
18
|
Success
Unlimited Course Lecture
|
pcs
|
長成繫統課程講稿
|
本
|
|
19
|
Success
Unlimited Agenda Manual
|
pcs
|
長成繫統會務手冊
|
本
|
|
20
|
Success
Unlimited System Logo
|
pcs
|
長成繫統徽標
|
個
|
|
21
|
Knowledge
Economy(Jan.2008)
|
pcs
|
《中國直銷》2008年1月
|
本
|
|
22
|
XinhuaBusiness
(Jan 2008)
|
pcs
|
2008年1月《新華商》
|
本
|
|
23
|
Global
Business Magazine
|
pcs
|
《商天下》
|
本
|
|
24
|
Spotlights
of Winalite
|
pcs
|
《聚焦月朗》
|
本
|
|
25
|
Company
Sales Kit(Pink)+System Sales Kit(Blue)
|
set
|
公司資料套裝+繫統資料套裝
|
套
|
|
26
|
Tie
|
pcs
|
領帶
|
條
|
|
27
|
Love Moon
Pen
|
pcs
|
廣告筆
|
支
|
|
28
|
Luggage
Case(Big)
|
pcs
|
拉桿箱（大）
|
個
|
|
29
|
Hangbag
|
pcs
|
手提袋
|
個
|
|
30
|
Name
Cardcase
|
pcs
|
名片夾
|
個
|
|
31
|
Winalite
T-Shirt
|
pcs
|
T裇
|
件
|
|
32
|
DVD Set(3
Piece)
|
pcs
|
光盤套裝（3隻）
|
件
|
|
33
|
Charity
Handbook and CD
|
set
|
慈善手冊+慈善光盤
|
套
|
|
34
|
Eight
Course VCD and CD
|
set
|
八大課程VCD+CD
|
套
|
|
35
|
Hainan
Global Leaders United Camp VCD
|
set
|
海南領袖團結營VCD
|
套
|
|
36
|
Traveling
Plan VCD
|
set
|
旅遊計劃VCD
|
套
|
|
37
|
Blue
Diamond Camp DVD(2 DVD)
|
set
|
藍鑽種子營DVD（雙碟裝）
|
套
|
|
38
|
System
Manual
|
pcs
|
系統畫冊
|
本
|
|
41
|
Baby
Diaper
|
set
|
纸尿裤
|
套
|
|
42
|
Sample
Pack
|
set
|
试用装袋（100个/盒）
|
盒
|
|
43
|
Winmask
(50pcs * 1 Box)
|
Box
|
负离子口罩
|
盒
|
|
44
|
Health
Card
|
pcs
|
健康卡
|
件
|
|
45
|
2010
Winalite Calendar
|
pcs
|
2010年台历
|
本
|
|
46
|
Charity
Film - "Boundless love"
|
set
|
《大爱无边》慈善片
|
套
|
|
47
|
Winalite
Quarterly
|
set
|
月朗季刊
|
套
|
|
48
|
Winalite
Promotional Film
|
set
|
月朗企业宣传片
|
套
|
|
49
|
Pocket Book
- "A princely man cherishes virtue"
|
set
|
《君子怀德》口袋书
|
套
|
|
EXHIBIT
C (附件 C) - Price (價格)
|
|||||
|
貨幣:美元
/ Currency: USD
|
|||||
|
序号
|
英文名称
|
单位
|
中文名称
|
单位
|
单价
|
|
1
|
LOVE MOON
Anion Sanitary Napkin
|
set
|
月月愛負離子衛生巾套裝
|
套
|
8.57
|
|
2
|
LOVE MOON
Anion Full Pantiliner
|
set
|
月月愛負離子全護墊套裝
|
套
|
8.57
|
|
3
|
Demo
Kit
|
pcs
|
縯示箱
|
個
|
5.00
|
|
4
|
Show
Cup(Soft)
|
pcs
|
縯示杯（軟質）
|
個
|
0.05
|
|
5
|
Show
Paper
|
pcs
|
縯示紙
|
張
|
0.08
|
|
6
|
Injector
|
pcs
|
註射器
|
支
|
0.30
|
|
7
|
Winalite
Logo
|
pcs
|
月朗徽章
|
個
|
0.05
|
|
8
|
Distributor
Hand-book
|
pcs
|
經銷商手冊
|
本
|
0.80
|
|
9
|
Products
Manual
|
pcs
|
産品畫冊
|
本
|
0.30
|
|
10
|
Winalite
International OPP Handbook
|
pcs
|
月朗國際OPP手冊
|
本
|
1.00
|
|
11
|
Winalite
International Opening Special
|
pcs
|
月朗國際開業特刊
|
本
|
1.00
|
|
12
|
Products
Leaflet
|
pcs
|
産品單張
|
張
|
0.03
|
|
13
|
System
Explanation Foldout
|
pcs
|
制度講解折頁
|
張
|
0.05
|
|
14
|
Customer
Service Handbook
|
pcs
|
客戶服務手冊
|
本
|
0.40
|
|
15
|
Success
Unlimited Basic Training Manual
|
pcs
|
長成繫統基礎培訓手冊
|
本
|
0.50
|
|
16
|
Success
Unlimited Success Handbook
|
pcs
|
長成繫統成功手冊
|
本
|
0.80
|
|
17
|
Success
Unlimited Handbook of Sincere Words
|
pcs
|
長成心語
|
本
|
0.80
|
|
18
|
Success
Unlimited Course Lecture
|
pcs
|
長成繫統課程講稿
|
本
|
0.80
|
|
19
|
Success
Unlimited Agenda Manual
|
pcs
|
長成繫統會務手冊
|
本
|
1.00
|
|
20
|
Success
Unlimited System Logo
|
pcs
|
長成繫統徽標
|
個
|
0.50
|
|
21
|
Knowledge
Economy(Jan.2008)
|
pcs
|
《中國直銷》2008年1月
|
本
|
1.50
|
|
22
|
XinhuaBusiness
(Jan 2008)
|
pcs
|
2008年1月《新華商》
|
本
|
1.50
|
|
23
|
Global
Business Magazine
|
pcs
|
《商天下》
|
本
|
1.50
|
|
24
|
Spotlights
of Winalite
|
pcs
|
《聚焦月朗》
|
本
|
1.50
|
|
25
|
Company
Sales Kit(Pink)+System Sales Kit(Blue)
|
set
|
公司資料套裝+繫統資料套裝
|
套
|
16.00
|
|
26
|
Tie
|
pcs
|
領帶
|
條
|
8.00
|
|
27
|
Love Moon
Pen
|
pcs
|
廣告筆
|
支
|
0.30
|
|
28
|
Luggage
Case(Big)
|
pcs
|
拉桿箱（大）
|
個
|
40.80
|
|
29
|
Hangbag
|
pcs
|
手提袋
|
個
|
31.60
|
|
30
|
Name
Cardcase
|
pcs
|
名片夾
|
個
|
4.50
|
|
31
|
Winalite
T-Shirt
|
pcs
|
T裇
|
件
|
8.00
|
|
32
|
DVD Set(3
Piece)
|
pcs
|
光盤套裝（3隻）
|
件
|
1.20
|
|
33
|
Charity
Handbook and CD
|
set
|
慈善手冊+慈善光盤
|
套
|
1.50
|
|
34
|
Eight
Course VCD and CD
|
set
|
八大課程VCD+CD
|
套
|
8.00
|
|
35
|
Hainan
Global Leaders United Camp VCD
|
set
|
海南領袖團結營VCD
|
套
|
0.50
|
|
36
|
Traveling
Plan VCD
|
set
|
旅遊計劃VCD
|
套
|
0.80
|
|
37
|
Blue
Diamond Camp DVD(2 DVD)
|
set
|
藍鑽種子營DVD（雙碟裝）
|
套
|
1.50
|
|
38
|
System
Manual
|
pcs
|
系統畫冊
|
本
|
1.00
|
|
41
|
Baby
Diaper
|
set
|
纸尿裤
|
套
|
16.32
|
|
42
|
Sample
Pack
|
set
|
试用装袋（100个/盒）
|
盒
|
4.00
|
|
43
|
Winmask
(50pcs * 1 Box)
|
Box
|
负离子口罩
|
盒
|
10.00
|
|
44
|
Health
Card
|
pcs
|
健康卡
|
件
|
15.00
|
|
45
|
2010
Winalite Calendar
|
pcs
|
2010年台历
|
本
|
2.50
|
|
46
|
Charity
Film - "Boundless love"
|
set
|
《大爱无边》慈善片
|
套
|
1.60
|
|
47
|
Winalite
Quarterly
|
set
|
月朗季刊
|
套
|
2.50
|
|
48
|
Winalite
Promotional Film
|
set
|
月朗企业宣传片
|
套
|
1.60
|
|
49
|
Pocket Book
- "A princely man cherishes virtue"
|
set
|
《君子怀德》口袋书
|
套
|
1.60
|
|
EXHIBIT
D (附件 D) - Specifications （规格）
|
||||
|
序号
|
英文名称
|
Specifications
|
中文名称
|
规格
|
|
1
|
LOVE MOON
Anion Sanitary Napkin
|
10box/set
|
月月愛負離子衛生巾套裝
|
套
|
|
2
|
LOVE MOON
Anion Full Pantiliner
|
16box/set
|
月月愛負離子全護墊套裝
|
套
|
|
3
|
Demo
Kit
|
pcs
|
縯示箱
|
個
|
|
4
|
Show
Cup(Soft)
|
pcs
|
縯示杯（軟質）
|
個
|
|
5
|
Show
Paper
|
pcs
|
縯示紙
|
張
|
|
6
|
Injector
|
pcs
|
註射器
|
支
|
|
7
|
Winalite
Logo
|
pcs
|
月朗徽章
|
個
|
|
8
|
Distributor
Hand-book
|
pcs
|
經銷商手冊
|
本
|
|
9
|
Products
Manual
|
pcs
|
産品畫冊
|
本
|
|
10
|
Winalite
International OPP Handbook
|
pcs
|
月朗國際OPP手冊
|
本
|
|
11
|
Winalite
International Opening Special
|
pcs
|
月朗國際開業特刊
|
本
|
|
12
|
Products
Leaflet
|
pcs
|
産品單張
|
張
|
|
13
|
System
Explanation Foldout
|
pcs
|
制度講解折頁
|
張
|
|
14
|
Customer
Service Handbook
|
pcs
|
客戶服務手冊
|
本
|
|
15
|
Success
Unlimited Basic Training Manual
|
pcs
|
長成繫統基礎培訓手冊
|
本
|
|
16
|
Success
Unlimited Success Handbook
|
pcs
|
長成繫統成功手冊
|
本
|
|
17
|
Success
Unlimited Handbook of Sincere Words
|
pcs
|
長成心語
|
本
|
|
18
|
Success
Unlimited Course Lecture
|
pcs
|
長成繫統課程講稿
|
本
|
|
19
|
Success
Unlimited Agenda Manual
|
pcs
|
長成繫統會務手冊
|
本
|
|
20
|
Success
Unlimited System Logo
|
pcs
|
長成繫統徽標
|
個
|
|
21
|
Knowledge
Economy(Jan.2008)
|
pcs
|
《中國直銷》2008年1月
|
本
|
|
22
|
XinhuaBusiness
(Jan 2008)
|
pcs
|
2008年1月《新華商》
|
本
|
|
23
|
Global
Business Magazine
|
pcs
|
《商天下》
|
本
|
|
24
|
Spotlights
of Winalite
|
pcs
|
《聚焦月朗》
|
本
|
|
25
|
Company
Sales Kit(Pink)+System Sales Kit(Blue)
|
set
|
公司資料套裝+繫統資料套裝
|
套
|
|
26
|
Tie
|
pcs
|
領帶
|
條
|
|
27
|
Love Moon
Pen
|
pcs
|
廣告筆
|
支
|
|
28
|
Luggage
Case(Big)
|
pcs
|
拉桿箱（大）
|
個
|
|
29
|
Hangbag
|
pcs
|
手提袋
|
個
|
|
30
|
Name
Cardcase
|
pcs
|
名片夾
|
個
|
|
31
|
Winalite
T-Shirt
|
pcs
|
T裇
|
件
|
|
32
|
DVD Set(3
Piece)
|
pcs
|
光盤套裝（3隻）
|
件
|
|
33
|
Charity
Handbook and CD
|
60pcs/set
|
慈善手冊+慈善光盤
|
套
|
|
34
|
Eight
Course VCD and CD
|
40pcs/set
|
八大課程VCD+CD
|
套
|
|
35
|
Hainan
Global Leaders United Camp VCD
|
700pcs/set
|
海南領袖團結營VCD
|
套
|
|
36
|
Traveling
Plan VCD
|
250pcs/set
|
旅遊計劃VCD
|
套
|
|
37
|
Blue
Diamond Camp DVD(2 DVD)
|
2
DVD/set
|
藍鑽種子營DVD（雙碟裝）
|
套
|
|
38
|
System
Manual
|
pcs
|
系統畫冊
|
本
|
|
41
|
Baby Diaper
Small size
|
102pcs/set
|
纸尿裤
小码
|
套
|
|
41
|
Baby Diaper
Medium size
|
90pcs/set
|
纸尿裤
中码
|
套
|
|
41
|
Baby Diaper
Large size
|
72pcs/set
|
纸尿裤
大码
|
套
|
|
41
|
Baby Diaper
Extra large size
|
60pcs/set
|
纸尿裤
加大码
|
套
|
|
42
|
Sample
Pack
|
100pcs/set
|
试用装袋（100个/盒）
|
100个/盒
|
|
43
|
Winmask
(50pcs * 1 Box)
|
50pcs/Box
|
负离子口罩
|
50个/盒
|
|
44
|
Health
Card
|
2pcs/set
|
健康卡
|
2件/盒
|
|
45
|
2010
Winalite Calendar
|
pcs
|
2010年台历
|
本
|
|
46
|
Charity
Film - "Boundless love"
|
set
|
《大爱无边》慈善片
|
套
|
|
47
|
Winalite
Quarterly
|
set
|
月朗季刊
|
套
|
|
48
|
Winalite
Promotional Film
|
set
|
月朗企业宣传片
|
套
|
|
49
|
Pocket Book
- "A princely man cherishes virtue"
|
set
|
《君子怀德》口袋书
|
套
|