China Distribution Agreement

EXCLUSIVE AGREEMENT ON THE PURCHASE, DISTRIBUTION AND MARKETING OF BOTTLED SPRING WATER IN HONG KONG, MACAO AND PROVINCES OF CHINA TO BE NAMED LATER



BETWEEN



AQUABLUE SPRING WATER INTERNATIONAL, INC. a Canadian corporation having its head office at 507 Place d'Armes, Suite 1550 Montreal (Quebec) CANADA H2Y 2W8



AND



CHINA ASIA GROP HOLDING LIMITED, Rm07, 16 th Floor, BlocA2, International Trading Center, Kequiao Shaoxing Zhejiang, CHINA

Other address I. Flat-RM813, 8-F Hollywood Plaza, 610 Nathan Road, Hong Kong

(Hereinafter referred to as "Distributor")



WHEREAS the VENDOR authorizes the DISTRIBUTOR to sell and distribute Aquablue Spring Water and any other brands sold by Aquablue Spring Water International, Inc. in mainland China, Hong Kong SAR and Macao SAR (Hereinafter referred to as "the said regions");



WHEREAS the DISTRIBUTOR wishes to buy the water exclusively from Aquablue Spring Water International Inc. and to have the rights to sell and distribute those products, mentioned above, in the said regions and that the parties here to wish to sign a distribution contract that will be valid for period of eight (8) years;



For good and valuable consideration, the receipt of which is hereby acknowledged, the VENDOR and the DISTRIBUTOR agree as follow:



ARTICLE 1 Rights and Obligations of the parties



1.1 The VENDOR shall be responsible for shipping the bottled water towards the DISTRIBUTOR as per written request or purchase order by the DISTRIBUTOR as soon as possible upon receipt of foresaid documentation and proper payment as outlined below.
1.2 The VENDOR shall make an effort to provide all reasonable assistance for the client in the distribution and marketing of the bottled water in the said regions if necessary.
1.3 The DISTRIBUTOR shall be responsible for all import permits and for compliance with all the rules and regulations of the country and/or region of import.
1.4 The DISTRIBUTOR shall make all possible efforts to respect the minimum quota of a million cases per year per region after 2 years and to promote the sales accordingly.


ARTICLE 2 Price and method of payment:



2.1 The VENDOR shall supply containers of 2000 cases of spring water at a price of 7.7 CDN$ per case of 24 bottles of 500 ml FOB Montreal port. The price shall be increased or decreased by the VENDOR subject to increases or decreases from time to time of raw materials and/or shipping price. Price changes may occur no more often that every sixty days. The increase or decrease will reflect 50% of the actual change in the cost of the VENDOR. Pertinent information shall be supplied by the VENDOR to support such price changes.
2.2 The DISTRIBUTOR shall pay the VENDOR, by means of T/T or a wire or a letter of credit or any other secure approach as acceptable to the VENDOR, an amount covering the price of the order with each purchase order. Once the goods are ready for shipment; the said payment to be ...