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Annual Distribution Contract

Distribution Agreement

Annual Distribution Contract | Document Parties: KIWA BIO-TECH PRODUCTS GROUP CORP | KIWA Bio-Tech Products (Shandong) Co., Ltd. | Xinjiang Rundi Bio-tech Co., Ltd. You are currently viewing:
This Distribution Agreement involves

KIWA BIO-TECH PRODUCTS GROUP CORP | KIWA Bio-Tech Products (Shandong) Co., Ltd. | Xinjiang Rundi Bio-tech Co., Ltd.

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Title: Annual Distribution Contract
Date: 12/27/2006

Annual Distribution Contract, Parties: kiwa bio-tech products group corp , kiwa bio-tech products (shandong) co.  ltd. , xinjiang rundi bio-tech co.  ltd.
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                                                                   EXHIBIT 10.10

                   KIWA Bio-Tech Products (Shandong) Co., Ltd.
                          Annual Distribution Contract

              Party A: KIWA Bio-Tech Products (Shandong) Co., Ltd.

                   Party B: Xinjiang Rundi Bio-tech Co., Ltd.



         WHEREAS:

     To safeguard the legitimate rights and interests of Party A and Party B, in
accordance   with the Contract   Law of the   People's   Republic of China and other
relating laws and administrative   regulations,   in the principle of reciprocity,
mutual benefit and   development,   for the subject matter that Party A authorizes
Party B to be the exclusive   distributor in Xinjiang Uygur Autonomous Region for
Party A's products, both parties agree as follows:

         1. Appointment and flow direction control

     1.1 Party A appoints Party B as the exclusive distributor in Xinjiang Uygur
Autonomous Region   (hereinafter   referred to as the "Designated   Territory") for
Party   A's   products.   Party   A's   products   include   "Yi Mu Ling"   water   flush
fertilizer,   "Pu Guang Fu" liquid fertilizer for plant's leaves, "Zhi Guang You"
compound   microorganism   fertilizer and organic   fertilizer.   Both parties agree
that under the same   conditions for   distribution   of Party A's other   follow-up
fertilizer   products in such   territory   Party A shall give first rank to choose
Party B as the exclusive distributor and this Contract shall apply.

     1.2   Party   B's   appointment   as the   exclusive   distributor   for Party A's
products   shall   be   effective   from   Janurary   1,   2007 to   December   31,   2009
(hereinafter   referred to as the   "Distribution   Year").   If Party B reaches the
sales   objective   provided   herein upon   expiration of such term,   Party A shall
continue   the   appointment   of   Party   B as   the   exclusive   distributor   in the
designated   territory,   otherwise   Party A may decide at its own   discretion   to
notify Party B in writing of whether to extend the appointment of Party B as the
exclusive distributor. If Party B accepts this proposal, then the appointment of
Party B as the exclusive distributor of Party A's products shall be extended.

     1.3 The areas for Party B or its any sub-tier distributor who purchases the
products   directly or indirectly   from Party B to distribute   Party A's products
shall be limited to the designated territory.   Except as otherwise prior written
consent is acquired from Party A, Party B may not distribute   Party A's products
at the areas other than the designated   territory,   nor appoint any   individual,
company or distributor outside the designated territory for any reason or in any
manner.

     1.4 If Party B or its any sub-tier   distributor   who purchases the products
directly or indirectly from Party B breaches the stipulations   regarding product
flow control in selling or transferring the products, Party B shall be deemed as
breach of contract, Party A shall have the right to request Party B to stop such
noncompliance   immediately,   and   Party B shall   pay to   Party A the   liquidated
damages at 15% of the sales value of the   nonconforming   sales. If Party B fails
to stop the nonconforming   conduct after being informed,   Party A shall have the
right to unilaterally disqualify Party B as the exclusive distributor.

                                      -1-

<PAGE>


         2. Sales objective

     2.1 The   sales   objective   shall   mean   the   total   value   of the   products
purchased by Party A in the distribution year calculated at the actual price for
account   settlement   between the parties.   The sales objective of a distribution
year shall be RMB (pound)*50,000,000.

     2.2 Party B shall   reach the annual   sales   objective.   If Party B fails to
reach 80% of the sales objective for such period of time, Party A shall have the
right to disqualify Party B as the exclusive distributor.

         3. Product pricing

     3.1 Party B may execute   Party A's price list to its sub-tier   distributors
and terminal customers. Party A shall have the right to adjust the product price
system with a notice to Party B one month in advance.

     3.2   Settlement   price   between   Party A and   Party   B shall   be 75% of the
terminal sales price constituted by Party A.

     3.3 Party B cannot   determine at its own discretion the sales price for the
sub-tier   distributors,   and the retail prices in the designated territory shall
not be reduced in any name   (including   sales   promotion   or   discount) so as to
prevent unjust price competition.

         4. Purchase order and delivery

     4.1 Both parties   agree to   determine   the product   family,   specification,
quantity,   delivery   date,   arrival   place for each   batch of goods in   purchase
order, and this Contract shall apply for other   provisions.   Party B shall place
purchase   order in writing ten days in   advance,   and the   purchase   order shall
become   effective   after signed by the duly   authorized   representatives   of the
parties and affixed   with the   official   seals or special   stamp   dedicated   for
contract of both   parties.   The purchase   order shall form the integral   part of
this Contract.

     4.2 Once the   purchase   order is   signed,   either   party   may not   alter or
rescind the purchase   order   unilaterally.   If Party B requests   replacement   of
goods for the reason that different   family of products are needed for different
season,   Party A shall make   replacement of the goods,   and the additional   cost
shall be borne by Party B, but no   replacement   may be made   after one year from
the date of delivery.

     4.3 Party A   acknowledge   that Party A shall ship the goods within two days
after   receiving the advance payment   specified in Clause 6.1 hereof,   and shall
notify in writing Party B of the date of shipment, quantity and way of shipment.
If for any individual   time the order of Party A's products is more than one ton
(inclusive one ton),   Party A shall be   responsible   for consigning


 
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