Exhibits
10.2
DISTRIBUTION AGREEMENT
THIS AGREEMENTis made effective
the 16th day January, 2007, between Golden Century Technologies
Corporation , a corporation incorporated under the laws of
Delaware with offices located at 1027 Pandora Avenue, Victoria,
British Columbia, V8V 3P6 (the “Company”), and T-Ray
Science, Inc. (the “Distributor”) a corporation
incorporated under the laws of Delaware with offices at 702-777
Honrby Street, Vancouver, BC V6S 1Z2.
WHEREAS:
A.
The Company has sole exclusive and assignable rights of the
products listed and described in Schedule “A” of this
Agreement (collectively, “the Products”) in the Middle
East;
B.
The Distributor, wishes to enter into an Agreement with the Company
whereby the Distributor will promote, sell and distribute the
Products on non-exclusive basis throughout the geographic
territory, as set forth and described in the Schedule
“B”; and
C.
The Distributor wishes to act, and the Company wishes the
Distributor to act on behalf of the Company, to promote, sell and
distribute the Products on the terms and subject to the conditions
set forth in this Agreement;
THEREFORE, in consideration of the premises and the covenants and
agreements contained in this Agreement, and for other good and
valuable consideration the receipt and sufficiency of which is
hereby acknowledged, the parties hereto covenant and agree as
follows:
1.
APPOINTMENT OF DISTRIBUTOR
The Company hereby appoints the Distributor and the Distributor
hereby accepts such appointment, as a non-exclusive
distributor for the Company during the term of this Agreement,
to promote, sell and distribute the Products within the
Territory.
2.
TERM OF AGREEMENT
The term of this Agreement will commence on the effective date
hereof and will continue for a term of one (1) year (the
“Initial Term”), unless terminated earlier as provided
for herein. Upon expiry of the Initial Term and provided that the
Distributor is not then in default under this Agreement, the
Company may offer the Distributor a one-year renewal (a
“Renewal Term”) of this Agreement, based on the terms
and conditions applicable as of the final day of the Initial Term.
If the Distributor accepts such renewal, then the Agreement will
continue during the Renewal Term. Upon expiry of the Renewal Term,
the Company may again offer a one-year Renewal Term on terms and
conditions applicable as of the final day of the previous Renewal
Term, provided that the Distributor is not then in default under
this Agreement, and so on from time to time. Prior to the
commencement of any Renewal Term, the parties may mutually agree on
any amendments to the terms of this Agreement. If the Company
determines to offer a Renewal Term to the Distributor, the Company
will notify the Distributor in writing in accordance with the
notice provisions hereinafter described. If the Distributor
determines to accept the offer of any Renewal Term, the Distributor
will notify the Company of its acceptance in writing in accordance
with the notice provisions hereinafter described.
3.
PERFORMANCE
The
Distributor’s target for the first year of this Agreement is
to sell a minimum of 1000 boxes Products in the
Territory.
The Distributor will pay the Company the prices as set out and
attached hereto as Schedule “C” (the
“Prices”) for the Products for distribution and sale
within the Territory during the Initial Term and any Renewal
Term.
4.
COVENANTS of the distributor
(a) INSURANCE
The Distributor will insure, at all times to their full insurable
value, the Products in the possession or control of the
Distributor, and without limiting the generality of the foregoing,
will include insurance against all risks from loss, theft or
destruction. Upon request by the Company, the Distributor will
produce the latest insurance policies and receipts to the
Company.
(b) PROMOTION
The Distributor will use its best efforts to actively and
effectively promote and sell the Products in the Territory during
the Initial Term and any Renewal Term and, without limiting the
generality of the foregoing, the Distributor will:
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(i)
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maintain reasonable sales and
warehouse facilities;
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(ii)
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maintain reasonable control over
the Products at all material times;
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(iii)
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use its best efforts to ensure
prompt service and delivery of the Products to the customers of the
Distributor within the Territory;
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(iv)
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use its best efforts to advertise
and promote the sale of the Products in the Territory and to make
regular and sufficient contact with the present and potential
customers of the Distributor;
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(v)
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display at its place of business,
any promotional and advertising material of the Products provided
by the Company;
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(vi)
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supply the Company with
information relative to the sales of the Products as may be
reasonably requested by the Company; and
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(vii)
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consult with the Company from
time to time in connection with any sales and marketing strategies
of the Products.
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(c)
DELIVERY
The Distributor will be solely responsible and will bear the risk
of loss or damage to the Products during delivery of the Products
from the Company to the Distributor.
(d)
COSTS
The Distributor will be solely responsible for and will pay all
costs of shipping, transportation, insurance, postage, customs and
excise, import and export duties, commodity, value added, or
similar taxes which may now or hereafter be imposed by any
governmental authority upon the Products. The Distributor will
fully comply with all regulatory requirements with respect to the
promotion, distribution and sale of the Products within the
Territory.
(e) MATERIAL
CHANGE
The Distributor will promptly report to the Company any material
adverse change that affects the sales or distribution of the
Products within the Territory, any material adverse change that
affects the general operations or financial condition of the
Distributor or any breach by the Distributor of a material term of
this Agreement.
(f) ANNUAL
PROJECTION REPORTS
Upon the Effective Date and upon the first day of any Renewal Term,
the Distributor will provide the Company with a reasonable annual
estimate of the Distributor’s requirements for the Products
for the following year.
(g)
REFERRALS
The Distributor will promptly refer to the Company all enquiries,
orders or requests for the Products received by the Distributor
from outside the Territory. The Distributor will not receive any
commission or benefit for such referrals, but the Company will pay
all approved expenses incurred in providing such
referral.
(h)
NO SOLICITATION
The Distributor will not solicit orders for the Products, advertise
the Products, maintain any branch for marketing the Products or
keep any inventory of the Products outside the
Territory.
(i)
ALTERATIONS
The Distributor will sell the Products in the same condition as
they are received by the Distributor and will not alter or remove
any of the Company’s labels, marks or numbers on the
Products.
5.
COVENANTS of the company
(a)
PROMOTION
The Company will provide the Distributor with such information as
the Company considers appropriate in order to assist the
Distributor in the preparation of sales promotion material and will
provide the Distributor with its sales promotional material
relating to the Products in order to facilitate advertising of the
Products together with such information as the Company considers
appropriate in connection with any warranties relating to the
Products.
(b)
DELIVERY
After payment is received by the Company in accordance with the
terms of this Agreement, the Company will arrange for the
manufacture of all orders of the Products placed by the Distributor
and the Company will promptly deliver, at the Distributor’s
cost and risk, such orders to the Distributor at its designated
storage facilities.
(c)
SALES LEADS
All sales leads received by the Company for the Distributor’s
Territory will be referred to the Distributor by the Company 6.
Representations of the company The Company represents and warrants
to the Distributor that the Company has the right, title and
interest in and to the Products and has the right to license the
Distributor.
7.
Payment
The Company will invoice the Distributor for any Products ordered
by the Distributor, and until such time as credit is established
for the Distributor, 50% of the total amount of any such order is
due upon placement of the order by the Distributor with the Company
and the balance of the total amount of any such order is due on or
before such Products are to be shipped to the
Distributor.
8.
DELIVERIES - LIMITATION OF LIABILITY
The Company shall not be liable for any damage suffered by the
Distributor by reason of delay in the delivery of the Products by
the Company or for damages occasioned by any other reason beyond
the Company’s control, including, without limiting the
generality of the foregoing, acts of God, strikes, lockouts or
other labour disruptions, non-supply of component parts or raw
materials by the manufacturer to the Company, embargo confiscation,
expropriation or any other Governmental action by any Federal,
Provincial, State or Municipal authority, stoppage or slow-down of
public transportation facilities and flood, fire and other natural
disasters. In no event shall the Company be liable or in any way
responsible for indirect or consequential damages suffered by the
Distributor from
any cause
whatsoever including, without limiting the generality of the
foregoing, loss of profits, real or anticipated, or loss of
customer goodwill.
9.
RELATIONSHIP
The Distributor is, as respect to the Company, an independent
contractor and not an employee or servant of the Comp
