Cosmetics Distribution Agreement
Parties:
Party A: Good Health Technology Co., Ltd.
Party B: the Distributor
This agreement takes effect when Party B ticks to accept it on Party A's website and completes an online order, or when Party B pays the amount shown on a quotation issued by Party A.
Article 1 – Territory and channels. Party A appoints Party B as a distributor of iFresh products in Taiwan, Penghu, Kinmen and Matsu. Party B shall build its own sales channels and run its own marketing at its own cost.
Article 2 – Term. This agreement runs for 2 years from the date the online order is confirmed. Either party wishing not to renew must notify the other within 30 days before expiry; otherwise it renews automatically for 1 year.
Article 3 – Prices and minimum order
Wholesale prices are as shown in Party A's system or official quotation. Party A may change them with 30 days' notice. Prices include tax; Party B pays the specified shipping cost.
There is no signing fee. The minimum order is two cartons (56 boxes in total). If orders fall below this, Party A may refuse to ship, require the shortfall to be made up within 30 days, or terminate early. Party B must place orders in the way Party A specifies (for example online ordering, bank transfer, online banking, email or other written form), with payment made to Party A.
Article 4 – Retail prices. Before setting or changing retail prices, Party B shall inform Party A for market positioning reference.
Article 5 – Manufacturer responsibility and defects. Party A bears the manufacturer's regulatory responsibilities under Taiwan's Cosmetic Hygiene and Safety Act and handles product notification. Party B must report any defect within 3 days of receipt and return the goods within 7 days. Where Party A is at fault, goods will be exchanged or credited; otherwise Party B pays return shipping both ways and may not withhold payment.
Article 6 – Distributor obligations and intellectual property
Keep stock properly; Party B bears all losses arising from storage after delivery.
Sell under the iFresh brand name without changing the packaging; no repackaging without prior written consent.
Party B shall not make, or have others make, moulds, copies or imitations of all or part of the products, and shall not sell imitations.
Marketing materials and regulatory responsibility: Party B may prepare its own advertising and product materials. If Party B's own advertising breaches Taiwan's Cosmetic Hygiene and Safety Act or cosmetic advertising rules, Party B bears all legal responsibility. Party B shall make changes when Party A considers it necessary.
Party A provides a sales manual and one free training session in Chinese (Party B covers Party A staff's travel and accommodation); later sessions may be charged.
Protect the products' intellectual property, stop any infringement found and notify Party A immediately. Notify Party A immediately of any consumer dispute; do not settle privately without consent; Party B bears final liability for compensation.
Party B's staff shall protect the brand image. Party B is liable for any fraud on consumers or harm to the brand image.
Comply with the law and Party A's sales policies and provide quarterly sales plans and reports. During the term, do not sell competing products or sub-license distribution rights without consent. After termination, stop selling and dispose of remaining stock.
Article 7 – Ownership of intellectual property. All rights in the iFresh trademark, designs and goodwill belong exclusively to Party A. Party A grants Party B only a non-exclusive right to use them within the territory during the term. Party B may not use the trademark in a company name, domain name or on non-genuine products, and must stop using it immediately on termination.
Article 8 – No assignment; confidentiality. Party B may not transfer its rights or obligations without Party A's consent. Both parties keep each other's trade secrets about the product's concept, manufacture and marketing confidential.
Article 9 – Breach and termination
If either party seriously breaches this agreement and does not remedy it within 10 working days of notice, the other party may terminate in writing. Party A may stop shipping while Party B is in breach.
Party A may terminate immediately if Party B sells outside the territory, fails to build channels, misses the minimum order and does not make it up within 30 days, imitates the products, ceases business, is dissolved or liquidated, or has a change of 50% or more of its shares without approval.
On termination, all sums owed by Party B fall due immediately, and Party B shall return Party A's property such as sales data and marketing materials, freight collect.
Article 10 – Governing law and jurisdiction. This agreement is governed by the laws of the Republic of China (Taiwan). Disputes not settled by negotiation go to the Taiwan Taipei District Court as the court of first instance.
Article 11 – Electronic signing. This agreement is made electronically without a paper signature. Once Party B accepts online and completes the order, Party A's system emails a PDF of this agreement to the address Party B provided, as the record of the agreement.
This English translation is provided for reference. If it differs from the Chinese version, the Chinese version prevails.