BETWEEN
EVERBLOOM HEALTH FOOD PTE LTD
AND
LATIN ASIA INC
MARKETING & DISTRIBUTION
AGREEMENT
AN AGREEMENT made on the 16th day of August 2000
BETWEEN:
EVERBLOOM HEALTH FOOD PTE LTD., at corporation valid and existing under the laws
of the republic of Singapore and having its registered office at ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇, #▇▇-▇▇ ▇▇▇ ▇▇▇.▇▇▇ ▇▇▇▇▇▇▇▇▇ Science Park 1, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇,
(hereinafter referred to as the "Corporation")
and LATIN ASIA INC., a corporation valid and existing under the laws of Chile
and having its registered office at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, N# 1144 Dpto ▇▇▇,
▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇.
(hereinafter referred to as the "Distributor")
WHEREAS the Corporation has acquired the exclusive worldwide licence and rights
from MycoBiotech Pte Ltd to use the trademarks and scientific formulations
developed by MycoBiotech Pte Ltd to manufacture nutraceuticals and functional
food products from Shiitake mushrooms and other exotic, edible and medicinal
mushrooms more particularly described but not limited to those in Schedule "A"
attached hereto (the "Products");
WHEREAS the Distributor is in the business of sales and distribution of health
food products and is desirous of promoting, marketing, selling and distributing
the "Products";
AND WHEREAS subject to the terms and conditions hereinafter set out, the
Corporation is willing to grant to the Distributor the exclusive rights to sell
and distribute the Products and to utilize the trademarks in Chile (the
"Territory").
NOW THEREFORE THIS AGREEMENT WITNESSES that in consideraticn of the respective
covenants and agreements of the parties contained herein, the sum of one dollar
paid by each party hereto to each of the other parties hereto and other good and
valuable consideration (the receipt and sufficiency of which is hereby
acknowledged by each of the parties hereto) it is agreed as follows:
1. The Corporation hereby grants to the Distributor subject to the terms and
conditions contained herein, the exclusive right and licence to market,
distribute and sell the Products throughout the Territory.
2. Orders by the Distributor for the Corporation's Products shall be made, in
writing and delivered via facsimile and/or e-ma# to the Corporation at: "12
Science Park Drive # 04-01, The Mendel ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇, ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇, fax: number: (▇▇) ▇▇▇-▇▇▇▇, email: ▇▇▇@▇▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇.▇▇▇.▇▇
3. The Corporation shall sell to the Distributor the Product's so ordered at
the prices as set out in Schedule "B" attached hereto. Said prices are
subject to change from time to time upon ten (10) days prior written notice
of such change being provided to the Distributor the Corporation.
4. The Distributor agrees to pay for the Products ordered by establishment of
an irrevocable Letter of Credit the terms and conditions of which shall be
mutually agreed upon from time to time.
5. All Products ordered by the Distributor shall be delivered by the
Corporation to the Distributor's port of landing in Chile as designated by
the Distributor. The Corporation shall supply the Distributor with all of
the Products requested on a timely basis but in any event within twelve
(12) weeks from the date on which the order was received by the
Corporation. All Products delivered shall have a shelf life of at least
twenty-four (24) months from the date of the order.
6. The term of this Agreement shall be for three (3) years commencing 2000 and
ending August 31, 2003, unless terminated in accordance with Section 12 of
this Agreement. This term may be renewed for an additional three (3) years
period upon mutual written agreement between the Corporation and the
Distributor.
7. The Corporation represents and warrants to the Distributor that:
(i) the Corporation has been granted the exclusive riahts to manufacture and
sell the Products;
(ii) the Corporation has been granted the exclusive rights to use and authorize
the use of the trademarks "EVERBLOOM" AND "LINZIR" and;
(iii)all Products delivered to the Distributor shall be pure and wholesome, fit
for the purpose intended, merchantable, and free from all defects.
8. The Distributor shall at all times during the continuance of this Agreement
offer for sale and sell the Products as goods manufactured by the
Corporation (or its licensees) and according to the specifications supplied
by the Corporation to the Distributor from time to time either generally or
in any particular case and shallnot make any representation or give any
warranty in respect of the Products other than those contained in the
Corporation' s conditions of sale.
9. The Distributor shall sell the Products in the same condition as they are
received by it and shall not alter, remove or in any way tamper with any of
the Corporation's marks or numbers on the Products except that the
Distributor shall have the right to attach to the Products by means of a
plate label or by suitable means bearing their name and address and
indicating that they are the suppliers of the Products and are authorized
Distributor for the Corporation. In addition, the Distributor is permitted
to alter or change any labeling of the Products to ensure compliance with
applicable labeling laws in the jurisdictions in which the Products are
sold. All such reasonable costs associated with these changes to
labelling/packaging shall be borne by the Distributor.
10. The Distributor further covenants and agrees that during its appointment as
exclusive Distributor it shall not sell or accept any appointment to sell
within the Territory other brands of Products of a similar nature which are
in competition with the Corporation's products.
11. The Corporation and the Distributor understand and agree that each is an
independent principal and not an agent, employee, partner or joint venturer
of the other in the performance of this Agreement, and neither of them nor
their agents shall in any way act, or undertake to act, on behalf of, or
hold itself out as, the agent of the other party without the express
written consent thereto of such other party.
12. The Corporation shall have the option to terminate this Agreement where:
(i) the Distributor is liquidated, dissolved or becomes insolvent or bankrupt
or placed under judicial management or the control of receivers or
trustees;
(ii) the Distributor fails to comply substantially with any of the requirements
imposed upon it by the Agreement and ▇▇▇▇▇ fail to cure said breach within
thirty (30) days after receipt by the Distributor of written notice from
the Corporation specifying in detail the nature of such breach or;
(iii)the Distributor has failed to promote, sell and distribute the Products in
the Territory to the reasonable satisfaction of the Corporation.
13. Upon termination or expiration of this Agreement the following shall apply:
(a) the Distributor shall immediately cease distributing the
Products;
(b) all indebtedness of the Distributor to the Corporation shall
become due and payable, if not already due and payable on the
date termination or expiration;
(c) the rights of either party against the other party which may have
accrued up to the date of such termination or expiration shall
remain unaffected except as provided hereafter;
(d) neither party will be liable to the other for damages, indemnity
or compensation solely on account of termination or expiration of
this Agreement, with or without cause, as provided herein,
whether such damages, indemnity or compensation might be claimed
for loss through commitments cn obligations or leases, loss of
investment, loss or present or prospective profits, loss of
goodwill, or any other loss caused by termination or expiration
of this agreement as provided herein.
(e) All orders which have not been shipped to the Distributor as of
the date of termination, even if previously accepted, shall he
cancelled without liability to either party.
(f) the Distributor shall return to the Corporation all current
unused promotional other materials relating to the sale of
Products and any and all other property of the Corporation in the
possession or control of the Distributor and the Distributor
shall transfer to the Corporation all registrations, approvals
and licences of the "Products".
14. All notices or other communication to the Distributor" contemplated by the
terms of this Agreement shall be in writing and sent by facsimile and
registered mail, addressed to Latin Asia Inc at:
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, N# 1144 Dpto ▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ Fax: (56)
▇-▇▇▇-▇▇▇▇
or such other address as the Distributor shall designate-in ~,riting.
All notices or other communication to the Corporation contemplated by the
terms of this Agreement shall be in writing and sent by facsimile and registered
mail, return receipt request, addressed to Everbloom Health Food Pte Ltd. at:
▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, # ▇▇-▇▇ The Mendel, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇,
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Fax: (▇▇) ▇▇▇-▇▇▇▇
or such other address as the Corporation shall designate in writing. If by
registered mail. any notice shall be deemed to have been given when received, or
if by facsimile, when the appropriate confirmation is received.
15. Unless otherwise provided for herein, all monetary amounts referred to
herein shall refer to the lawful money of the United States of America.
16. The Distributor may, with the prior written consent of the Corporation,
such consent not to be unreasonably withheld, enter into sub-distribution
agreements to market and distribute the Products within the Territory only
in accordance with the provisions of this Agreement.
17. The Distributor shall not be entitled at any time to assign this Agreement
or any part hereof except with the previous written consent of the
Corporation such consent not to be unreasonably withheld.
18. Time shall be of the essence of this Agreement and of every part hereof and
no extension or variation of this Agreement shall operate as a waiver of
this provision.
19. This Agreement constitutes the entire Agreement between the Parties with
respect to all of the matters herein and its execution has not been induced
by, nor do any of the parties rely upon or regard as material, any
representations or writings whatever not incorporated herein and made a
part hereof and may not be amended or modified in any respect except by
written instrument signed by the parties hereto. Any schedules referred to
herein are incorporated herein by reference and form part of the Agreement.
20. The parties shall sign such further and other documents, cause such
meetings to be held, resolutions passed and by-laws enacted, exercise their
vote and influence, do and perform and cause to be done and performed such
further and other acts and things as may be necessary or desirable in order
to give full effect to this agJreement and every part thereof.
21. This Agreement shall enure to the benefit of and be binding upon the
parties and their respective successors and assigns.
22. No omission or delay on the part of any Party in exercising its rights
under this Agreement shall operate as a waiver thereof, nor shall any
single or partial exercise by any Party of any such right preclude the
further or other exercise, thereof or the exercise of any other right which
it may have. Failure of either Party to require performance by the other
party of any provision hereof shall in no way affect the full right to
require such performance at anytime thereafter. Nor shall the waiver by
either party of a breach of any provision hereof be taken or held to be a
waiver of any succeeding breach of such provision or as a waiver of the
provision itself.
23. If any Article, Section or any portion of any Section of this Agreement is
determined to be unenforceable or invalid for any reason whatsoever that
unenforceability or invalidity shall hot affect the enforceability or
validity of the remaining portions of this Agreement and such unenforceable
or invalid Article. Section or portion thereof shall be severed from the
remainder of this Agreement.
24. This Agreement shall be governed by and construed i~,n accordance with the
laws of the Republic of Singapore and the Parties agree to submit to the
non-exclusive jurisdiction of the courts of the Republic of Singapore.
25. The parties shall sign such further and other documents, cause such
meetings to be held, resolutions passed and by-laws enacted, exercise their
vote and influence, do and perform and cause to be done and performed such
further and other acts and things as maybe necessary or desirable in order
to give full effect to this agreement and every part thereof.
IN WITNESS WHEREOF the parties have duly executed this Agreement as of the date
and year written above.
SIGNED BY
for and on behalf of
EVERBLOOM HEALTH FOOD PTE
LTD in the presence of:
)
)
)
)
SIGNED BY
for and on behalf of
LATIN ASIA INC
in the presence of
FUNCTIONAL FOODS
SUPERIOR SHIITAKE SOUPS
with Whole Shark's Fin
with Whole Dried Abalone
with Bird's Nest
with Dried Scallops
with Sea Cucumber
with Hashima
with Fish Maw
with Six Treasures
SHIITAKE HERBAL SOUPS
with ▇▇▇▇ ▇▇▇▇ and Black Chicken
with Cordyceps, Wai San, Kei Chi with Black Chicken
with Ginseng White Jelly Fungus and Chicken
with Lingzhi, Dried Longans, Red Dates and Black Chicken
with Fu ▇▇▇, ▇▇▇ San Ferox Nuts, Lotus Seed and Black Chicken
with Yok Chok, Kai Chi and Chicken
with Korean Ginseng and Chicken
with Red Yeast Rice and Chicken
GOURMET ORIENTAL SOUPS
Chicken Bak Kut Teh
Szechuan Hot & Sour
▇▇▇ ▇▇▇
Lotus Root with Ferox Nuts
Tiger Lily Buds with Wood Ear
Winter Melon with Scallops
EXOTIC MUSHROOMS SOUPS
Shiitake Watercress Soup
Wood Ear in Chicken Broth
White Jelly Fungus with Mixed Vegetables in Chicken Broth
Enoki with Chives and Scallops
Nameko Miso Soup
Straw Mushroom and Bamboo Shoot Soup
MUSHROOM GOURMET SOUPS
Mushroom Vegetable
Mushroom Pumpkin
Mushroom Carrot
Mushroom Asparagus
Mushroom Corn
Mushroom Chowder
SHIITAKE IN SAUCES
Shiitake in Black Bean Sauce
Shiitake in Yellow Bean Sauce
Shiitake in Hoi Sin Sauce
Shiitake in Spaghetti Sauce
Shiitake in Oyster Sauce
Shiitake in Soya Sauce
Shiitake in Cheese Sauce
Shiitake in ▇▇▇▇▇ Sauce
EXOTIC MUSHROOMS PICKLES
Traditional
Spicy
Hot and Spicy
EVERBLOOM FINE FOODS
Superior Shiitake Sauce
Shiitake Butter
Shiitake Salt
Shiitake Soya Sauce
NUTRACEUTICALS
Everbloom Essence of Shiitake
Everbloom Shiitake Honey Lemon Drink
Everbioom Shiitake Ginseng Drink
Linzir Lingzhi Shiitake Capsules
Linzir Lingzhi Shiitake Tea
Linzir Elixir Lingzhi Shiitake Extract
Linzir MycoGlucan Medicinal Mushroom Polysaccharides
