EXHIBIT 10.1
SALES AGENCY AGREEMENT
The Agreement was made and concluded by and between Shaanxi
Chaoying Biotech
Co., Ltd (referred to as "Chaoying Biotech" hereinafter) -located
in Shaanxi,
China, and American BIOMAX Co., Ltd (referred to as "BIOMAX")
-located at 10075
Tyler Place, Suite 17, Ijamsville, MD 21754 USA) in March,
2007.
Whereas Chaoying Biotech is an integrative enterprise with the
manufacture,
operation and sales of current products of the Company and
researched products
on the website, as well as relevant technical services.
Whereas Chaoying Biotech entrusts American BIOMAX as agent in the
United States
of America (referred to as "Appointed Area" hereinafter) and
Whereas American
BIOMAX is willing to be Chaoying Biotech's agent in the appointed
area, the
parties hereto, on the basis of full consultation, entered into the
Agreement
with the following terms and conditions:
ARTICLE 1: AGENT ARTICLES
1. Chaoying
Biotech shall, under the Agreement, agree BIOMAX to be its
exclusive importer and agent except CYBRDI in the appointed
area.
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2. BIOMAX shall
agree to sell Chaoying Biotech's products in the original
package and in the name of BIOMAX.
3. Chaoying
Biotech shall agree that, within the validity period of the
Agreement, BIOMAX may sell and export Chaoying Biotech's products
outside
the
appointed area.
4. BIOMAX shall
not purchase or sell products at a lower price from China or
other countries which Chaoying Biotech is able to manufacture.
ARTICLE 2: PRODUCTS ORDER AND DELIVERY
1. Upon
receiving BIOMAX's order, Chaoying Biotech shall, in case of in
stock,
delivery the products within five working days as per BIOMAX's
requirement.
In
case of out of stock, Chaoying Biotech shall inform BIOMAX the
specific
timetable of goods delivery.
2. BIOMAX
shall bear the delivery cost from Chaoying Biotech to BIOMAX.
3. BIOMAX shall
generally order at least 50 bio-tissue chips for delivery each
time
from Chaoying Biotech.
ARTICLE 3: PRICE AND PAYMENT
1. In case of
rate changes, Chaoying Biotech should inform BIOMAX of the
changed rate and cases thereof before two months, so that BIOMAX
can sell
the
products in a reasonable price.
2. The parties
agree to determine the price of tissue chips and blocks
products based on different demands.
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3. Chaoying
Biotech shall, after receiving the full payment from BIOMAX,
immediately send the products to BIOMAX.
4. Payment:
Payment will be made by TT. Chaoying Biotech shall, in name of
company, provide BIOMAX the account No. and other relevant
information.
ARTICLE 4: MARKETING AND ADS PROMOTION
1. BIOMAX shall
be responsible for the marketing, promotion, ads at its own
expense to ensure the maximum gains with reasonable investment.
2. Chaoying
shall provide related technical counseling services concerning
products to BIOMAX in the appointed area by telephone or
e-mail.
ARTICLE 5: PROPERTY RIGHT
1. BIOMAX shall,
under the Agreement, sell Chaoying Biotech's products in the
appointed area within the Agreement validity period.
2. In any case
there is no dispute that BIOMAX should admit that any trade
mark, patent and production ownership etc. in the sale or within
the
products shall exclusively belong to Chaoying Biotech.
3. In case
BIOMAX has found in sale that any trade mark, brand, patent,
ownership has been breached by a third Party (except relevant
agent),
BIOMAX should inform Chaoying Biotech at earliest time and
provide
necessary assistance to protect Chaoying Biotech's right.
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4. In case
BIOMAX's import, stock, sale or any other sale acts, or brand,
trade mark, patent and other industrial production ownership has
been
breached by a third party (except the relevant agent) in the
appointed
area, BIOMAX should inform Chaoying Biotech at earliest time.
Chaoying
Biotech has the responsibility and
