EXHIBIT 10.24
THIS AGREEMENT
is made on the First day of
September 2006.
BETWEEN
SEVEN LICENSING COMPANY
LLC , which registered
office, is situated at 3151, East Washington Boulevard, Los
Angeles, Ca. 90023, U.S.A. (hereinafter known as “Seven 7
Jeans”)
and
TARRANT COMPANY
LIMITED which office is situated at 13/F
Lladro Centre, 72-80 Hoi Yuen Road, Kwun Tong, Kowloon, Hong Kong
(hereinafter known as “Tarrant”)
RECITALS
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(A)
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Seven 7 Jeans
is engaged in the business of marketing apparels in
U.S.A.
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(B)
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Tarrant is
engaged in sourcing of apparels and textiles on global
basis.
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(C)
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Seven 7 Jeans
is desirous of appoint Tarrant as its buying agent to act on the
behalf of Seven 7 Jeans in connection with its sourcing and
purchases of apparel pursuant to the terms and conditions of this
Agreement.
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NOW IT IS AGREED
as follows:
1. Seven 7 Jeans hereby appoints
Tarrant as its agent for sourcing and purchasing of apparel and
textiles on global basis.
2. Tarrant, as Seven 7 Jeans’
sourcing agent, will perform the following functions:
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i.
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Providing Seven
7 Jeans with assistance in related design and development
projects;
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ii.
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Executing
development and samples of woven and knitted casual apparel for
Seven 7 Jeans to promote and market its products in
U.S.A.;
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iii.
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Sourcing and
purchasing of woven and knitted casual apparel merchandises on
global basis;
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iv.
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Executing
efficient production and quality control over the production orders
placed to Tarrant;
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v.
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communicating
effectively with Seven 7 Jeans and/or its appointed division in
relation to the quotations, production status, quality problems,
shipment status, and any other information related to the
production orders placed to Tarrant;
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vi.
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working with
Seven 7 Jeans and/or its subcontracted factories, whenever
applicable, to solve any technical problems, delivery extensions,
claims, etc., of the production orders placed to Tarrant
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3. Subject to further consent by
both parties, the agency appointment will be made on an exclusive
basis.
4. It is agreed between Seven 7
Jeans and Tarrant that development and sampling charge of woven and
knitted apparel, will be charged by Tarrant for the development and
sampling services provided. Such development and sampling charge
will be subject to revision upon mutual agreement by both
parties.
5. All courier charges will be
charged to Seven 7 Jeans on monthly basis.
6. Seven 7 Jeans is liable for any
charges that may incurred due to the cancellation of any confirmed
orders. Tarrant will issue debit note to Seven 7 Jeans for such
charges and this should be settled within 30 days upon presentation
of debit notes.
7. It is further agreed that Tarrant
will charge a 10% commission on the FOPIQ value of shipments
effected. If the shipment terms are of LDP basis, Tarrant will be
charging a 15% margin of the LDP shipment value
effected.
8. Payment terms of finished goods
and commission is 60 days upon receipt of goods (60 ROG). Payment
of the development & sampling charges and courier charges
should be settled by Seven 7 Jeans to Tarrant within 30 days upon
presentation of debit notes by telegraphic remittances.
7. This Agreement is
effective from 1 st September 2006 and should
continue in effect until such time that either party may provide
six months of written advance notice for termination of
agreement.
8. This Agreement is governed and
construed in accordance with the laws of Hong Kong and the Parties
hereby submit to the non-exclusive jurisdiction of the courts of
Hong Kong.
IN WITNESS whereof the parties hereto have duly executed
this AGREEMENT the date and year first above
written.
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Agreed &
Signed by
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Seven Licensing
Company LLC
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)
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)
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/s/ Peter
Akaragian
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)
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Name
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Peter
Akaragian
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)
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Passport No.
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In presence of
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