the delivery Place. Once receiving the Products, Party B shall examine the Products and accept it if qualified, and sign and stamp the packing slips, which be returned to Party A. Party B shall receive the products of which life date is within one year after production, except that the products have quality issue. ? Payment
All purchase will be made with payment in Chinese currency for the full amount of all purchases, freight charges to delivery place, insurance and other expenses related to preparing the documents for delivery or shipment to Party B unless alternative terms of payment are approved by Party A in prior writing. Such alternative terms are subject to withdrawal or change by Party A at any time by written notice.
Party B shall make full and final payment for each separate purchase order under this agreement within 21 days after receipt of the product purchased at the Delivery Place as set forth in Paragraph 3 above, provided that the amount of this purchase is within the limit of credit which is provided by Party A to Party B(deducting all the payment Party B’s account payable on Party A). Party B’s failure to make such payment within this time period shall constitute a material breach of this Agreement and Party A shall be entitled to all contractual and legal remedies in connection with this breach,
including termination of this Agreement and taking a legal action. Payment shall be made by write transfer to a bank account to be provided by Party A to Party B. Any fees incurred in the payment process will be born by Party B.
If any payments provide for herein shall be subject to any tax, tariff or duty imposed by the national or local government, whether by withholding or otherwise payable under this Agreement shall be increased accordingly by an amount such that after payment of such tax or taxes, Party A will receive in full the amounts provided for hereunder.
Party A may set off against amounts payable under this Agreement all present and future indebtedness of the Party B to Party A arising from this or any other transaction whether or not related thereto ? Intellectual Property Rights
Party B agrees that Party A’s trademarks (hereinafter called “Trademarks”, which shall include trademarks owned by Party A or any other related company) shall not be used except in the performance of this Agreement. Party B hereby acknowledges that the Trademarks are the sole and exclusive property of Party A and that Party B, upon termination of this Agreement, shall not use the Trademarks and distinctive packaging of the Products on any products or in any manner. Party B further covenants and agrees that
this obligation is a continuing one and shall survive the termination of this Agreement. Party B further covenants and agrees not to apply for or attempt to register the Trademarks or any trademarks confusingly similar thereto in any country or district of the word either during the term or after termination of this Agreement. Party B further covenants and agrees not to produce and sell or cause any other person or entities to produce and sell during the term or after termination of this Agreement any counterfeiting Products or any products with trademarks or in packaging confusingly similar to that of Products. Failure or Party B to meet its obligations and warranties set forth hereto shall constitute a material breach of this Agreement. Under this circumstance, Party A shall have the right to immediately terminate this Agreement and bring the case to the proper governmental institution or/and People’s court. Party B shall immediately stop the infringing activities and compensate Party A for any profit loss and any other actual and consequential losses incurred by such activities of Party B.
Party B shall only sell Products under the Trademarks. The Trademarks shall be properly displayed on all advertising, promotional and other literature distributed by Party B with respect to the Products.
Party B shall notify Party A immediately of all infringements of the
Trademarks and the said distinctive packaging to its knowledge. Party A, in its sole discretion, shall determine what action, if any, to take and any monetary recovery shall be for the account of Party A. Party B shall cooperate with Party A in protecting and enforcing Party A’s rights to the Trademarks and distinctive packaging. ? Labels and Warnings
Unless specifically required by laws or regulations of the government, Party B will not remove any labels from the Products nor add anything thereto without the prior written consent in each instance of Party A ? Credit Guarantee
Party B may apply for an amount of credit or increase of the amount of credit under the conditions of good payment performance and stable sales amount. Upon the request of Party A, credit amount more than RMB 500000 Yuan shall be subject to Party A’s acceptance against a valid guarantee provided by a third party on behalf of Party B. Party A has the right to adjust the credit amount which Party A awarded to Party B. In case that the party A cancels the credit for Party B, Party B must make all the payments before Party B purchase the Products. ? Confidentiality
Party B agrees that during the term of this Agreement and within
five years following its termination, Party B shall hold in strictest confidence and shall not, without prior written authorization, of Party A, disclose to anyone any data, processes, formulae, drawings, trade secrets,(including but not limited to marketing information and customer lists) or other information relating to Party A’s business, Products, procedures, research or development (hereinafter collectively termed “Confidential Information”) acquired by Party B in connection with its relationship with Party A. ? Compliance With Laws and Regulations
Party B shall at all times in the conduct of the sale of the Products strictly comply with all laws and regulations in force in any areas of the PRC, and Party B shall be responsible for any penalties occasioned by the violation of or non-compliance with any laws or regulations when such violation or non-compliance is due to the action or failure to act of Party B. Party B agrees to indemnify and hold harmless Party A against any loss of damage or claim of civil liability arising from any failure to comply with laws, regulations or requirements of any government, national or local, or from the negligence of Party B or of its officers, directors, employees, affiliates or agents. ? Term and Termination
The term of this Agreement shall begin on the day of signature and