EXHIBIT 10.3
AGREEMENT OF PRODUCT SUPPLY
The "BUYER" : Amway Korea, Ltd.
The "VENDOR" : Eugene Science
This is an agreement between the BUYER and
the VENDOR, regarding
the supply and
delivery of the VENDOR's products.
ARTICLE 1. GENERAL RULES
1. The purpose of this
agreement is to specify rights and obligations
regarding the product purchase order from the BUYER the product
supply
by the VENDOR.
2. The coverage of the
agreement is as stated in the attached product
specifications.
3. The BUYER and the VENDOR may
have a separate
agreement as an addendum
to this document.
The addendum will be regarded as a part of this
agreement, with equivalent effect.
4. This agreement is effective
until November 11, 2005.
ARTICLE 2. PRODUCTS AND PRICE
1. This agreement is regarding
the following products that the VENDOR
manufactures and supplies:
(Currency: Korean won, plus applicable tax)
Product number
Product name
Unit price
--------------
------------
----------
LSP-0565K
Cholfree Cooking Oil
4,830
LSP-0616K
Cholfree Oil Gift Set
10,020
2. The unit price of the
products cannot be changed during the agreed
contract period. After
this period, the prices may be changed as both
parties agree, according to the manufacturing cost changes.
ARTICLE 3. DURATION OF THE PRODUCT SUPPLY
Duration
of the initial product supply contract is one year from the
agreement
date. The contract may be extended
after this period,
as both
parties
agree.
ARTICLE 4. DESTINATION OF THE PRODUCT
DELIVERY
The VENDOR will deliver the products to the place where the BUYER
designates. The
VENDOR is responsible for shipping and handling costs.
<PAGE>
ARTICLE 5. DELIVERY METHOD
1. The VENDOR should deliver the products prior to the delivery date
stated on each
purchase order.
However, the delivery date may be
changed at the BUYER's request.
2. Appropriate measures should be taken during
shipping and handling for
safety of all products
delivered.
The BUYER may request
assistance
regarding packaging and shipping of the products. However, the VENDOR
is solely responsible
for all arrangements and costs regarding the
product packaging and
shipping. The VENDOR is responsible for any
product damages during the delivery and any losses occurs to the
BUYER
as a result of such damages.
3. The VENDOR should notify the
BUYER upon the delivery completion.
4. The delivery should be made according to the BUYER's
specification,
regarding the box size, number of products per box,
shipping labels,
etc.
5. Lead-time for each product
will be decided as both parties agree.
ARTICLE 6. PAYMENT METHOD
The BUYER will
make the payment for the products delivered within 30 days
of each delivery
completion, in cash.
The payment method may be changed as
both parties
agree.
ARTICLE 7. RETURNS
All returns will
be made according to the BUYER's product return policy.
ARTICLE 8. ADDITIONAL COSTS
The VENDOR
cannot request
reimbursement for additional costs, except for
the agreed
payment amount specified in the Article 2 of this agreement.
ARTICLE 9. DELEGATION OF RESPONSIBILITY
1. The VENDOR cannot delegate, convey, or transfer the rights and
responsibility stated
herein to a third
party, without an explicit
permission from the BUYER.
2. The BUYER is entitled to an
exclusive use of the trademark rights for
the products supplied
by the VENDOR, for two
years after the product
supply contract expiration. For this period, the BENDOR should
obtain
a prior permission
from the BUYER for the use of the trademark rights
with any other parties.
<PAGE>
ARTICLE 10. INSPECTION OF THE PRODUCTS
1. The BUYER will inspect the products supplied by the VENDOR upon
delivery. If the
products fail the inspection, the VENDOR should
redeliver the products. The VENDOR is responsible for any delays in
delivery resulting from such inspection failure.
2. The product delivery is regarded as completed after the VENDOR
delivered the products to the destination of the BUYER's
designation
and the delivered
products pass the
BUYER's inspection.
The VENDOR
cannot object to the results of the BUYER's inspection.
Additionally,
the VENDOR
should submit a bill of taxes
dated with the delivery
completion date, to the BUYER's accounting department.
3. Regarding the product defects found after the completion of the
delivery, the BUYER
may request full exchanges at no charge, if both
parties agree
such defects are due to the VENDOR's error during
manufacturing.
4. If damages in packaging occur to the products that the BUYER
distributed and were
returned, th
