Exhibit 10.3


 


EXCLUSIVE DISTRIBUTOR AGREEMENT


 


This Exclusive Distributor Agreement ("Agreement")
is made and effective on this, the 31 day of March 2021, by and between:


 


ORION BLISS CORP. (the Company)


 


Ashdod Kalonite 9-57 Israel 7724233


 


Marina Konstantinova – president


 


Telephone: 1-8498593819


 


Email: orionbliss123456@gmail.com


 


And 


 


RED HOT PRODUCTS LTD. (the Distributor)


 


Mary Exeter EX5 1FG


 


Company No. 6831515 VAT No. 946 7201 13


 


In consideration of the mutual promises contained herein,
the parties agree as follows:





 


	Product	 	Description	 	Distributor Price
	8003026	 	MS CL WHIPPED CREAM VIOLET 100 mL	 	$3.99
	8003027	 	GELATIN 200mL	 	$4.99
	8003028	 	GLOSS/BRILLIANT 50mL	 	$3.50
	8003029	 	SILVER SHINE COND 250 mL	 	$2.99
	8003030	 	SILVER SHINE COND 1000 mL	 	$5.99
	8003031	 	MS INTEGRITY REBUILDER 500 mL	 	$7.99
	8003032	 	MS INTEGRITY FIBER SEALANT 500 mL	 	$3.99
	8003034	 	AGE BENEFIT & MOISTURIZING COND 250 mL	 	$4.50



 


 


 


 






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	8003035	 	MS MOISTURE PLUS WHIPPED CREAM 200 mL	 	$5.50
	8003036	 	MS MOISTURE PLUS SH 300 mL	 	$3.99
	8003037	 	MS MOISTURE PLUS COND 250 mL	 	$4.99
	8003038	 	MS CL WHIPPED CREAM COLD BRUNETTE 100 mL	 	$3.50
	8003039	 	MS CL WHIPPED CREAM WARM BRUNETTE 100 mL	 	$2.99
	8003040	 	MS CL WHIPPED CREAM VIOLET 100 mL	 	$5.99
	8003041	 	MS CL WHIPPED CREAM COPPER 100 mL	 	$7.99
	8003042	 	MS CL WHIPPED CREAM LIGHT RED 100 mL	 	$3.99
	8003043	 	MS CL WHIPPED CREAM BEIGE BLOND 100 mL	 	$4.50
	8003044	 	MS CL WHIPPED CREAM COLDEN BLOND 100 mL	 	$2.99
	8003045	 	MS MOISTURE PLUS SH 1000 mL	 	$5.99
	8003046	 	MS MOISTURE PLUS COND 1000 mL	 	$7.99
	8003047	 	MS MOISTURE PLUS HYDRAT LOT 12 TUB 12 mL	 	$3.99
	8003048	 	MS ACTIVE MILK MASK 250 mL	 	$4.50
	8003049	 	MS ACTIVE YOGURT MASK 250 mL	 	$7.00
	8003026	 	VOLUME SPRAY 250M	 	$7.50
	8003028	 	GLOSS/BRILLIANT 50mL	 	$7.00
	8003029	 	SILVER SHINE COND 250 mL	 	$7.50
	8003030	 	SILVER SHINE COND 1000 mL	 	$8.99
	8003032	 	MS INTEGRITY FIBER SEALANT 500 mL	 	$5.99
	8003033 	 	MSCL WHIPPED CREAM LIGHT RED 50 ML 	 	$3.50 
	8003040	 	MS CL WHIPPED CREAM VIOLET 100 mL	 	$5.99
	8003041	 	MS CL WHIPPED CREAM COPPER 100 mL	 	$7.99
	8003042	 	MS CL WHIPPED CREAM LIGHT RED 100 mL	 	$3.99
	8003043	 	MS CL WHIPPED CREAM BEIGE BLOND 100 mL	 	$4.50
	8003044	 	MS CL WHIPPED CREAM COLDEN BLOND 100 mL	 	$7.00
	8003045	 	MS MOISTURE PLUS SH 1000 mL	 	$7.50
	8003046	 	MS MOISTURE PLUS COND 1000 mL	 	$8.99
	8003047	 	MS MOISTURE PLUS HYDRAT LOT 12 TUB 12 mL	 	$5.50



 


		1.	Consent – This is an Agreement between Red Hot Products Ltd. (the Distributor) and Orion Bliss Corp. (the Company)
to purchase Milk_Shake (products) directly from our Red Hot Products Ltd (the Distributor). This is a legal obligation between
Orion Bliss Corp. (The Company) and Red Hot Products Ltd (the Distributor). The Company will purchase from the Distributor.



 






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		2.	Orders Terms of Purchase & Shipment
	 	 	 
	 	 	a.
Communications Pursuant to this Distributor Agreement and Orders. Orders shall be made with the Distributor. Company understands
that its timely acceptance of orders from Distributor hereunder is an important element of this Agreement. Distributor shall have 10
business days after its receipt the order details. The process to accept, review (or reject for a legitimate business reason) will take
3-5 business days on any order submitted by the Company. Then Distributor shall send the order via their shipmentcompany providing us
with the tracking information; the shipment can take up to 3-5 business days. Orion Bliss does not pay shipping costs.
	 	 	b.
Price increase. Company agrees to buy, and Distributor agrees to sell, the Products in accordance with the Prices and Volume
Discount Prices set forth in the Table. Such Prices and Volume Discount Prices shall only be subject to increase once per year on
each anniversary date of this Agreement, provided (i) Company at least 14 business days written notice days prior written
notice of any such increase, and (ii) such increase does not exceed 2% of the preceding year’s Prices and Volume Discount
Prices nor the lowest price charged to others for the same Product. Any such change shall not apply for any order(s) accepted prior
to the effective date of the increase.
	 	 	c. Distributor shall package the Products
for shipment in accordance with Company instructions. All shipments of Products to the Company in the Territory, and any freight
and shipping costs related thereto, will be Distributor’s responsibility. The Company will promptly inspect the Products upon receipt
from Distributor’s facility to determine whether any Products included in the shipment are in short supply, defective, or otherwise
not in conformance with this Agreement. Within 5 business days of receipt of such Products, Company will notify Distributor
of any shortages, defects, or non-conformance, and Distributor will promptly replace such Products free of charge. Title to the Products
shall pass to Distributor upon delivery.
	 	 	d. Terms of purchases. All purchases
by Company shall be in accordance with the terms and conditions of this Agreement.
	 	 	e. Payment. Upon Distributor’s
acceptance of any order, the Company shall submit to the Distributer via wire transfer full amount of the total purchase price. The Company
will start by purchasing best sellers and our initial investment will be $5,000.
	 	 	f. Resale of the Products. Company
shall be free to resell the Products for price mark up no more than 50%.



 


		3.	To comply with a legal obligation – This is where the Company provides Red Hot Products Ltd. (Distributor) with
personal data we need to keep for our legal reasons (e.g. when you make a purchase we need to keep your transaction information to comply
with our tax and financial reporting obligations).



 


		4.	Purchases and Sale of the Products



 


		A.	Company agrees to buy Milk_Shake products from the Distributor and Distributor agrees to sell Milk_Shake products to the Company as
referred above.



		B.	Terms and Conditions of Sale of Products" incorporated herein. This Agreement shall commence on the date first written above
and shall continue for 2 year(s) unless terminated earlier as provided herein.



		C.	Thereafter, this Agreement shall continue until terminated upon at least (90) days notice by Company or (90) days notice by Distributor.



		D.	Termination for Breach. If either party defaults in the performance of any material obligation in this Agreement, then the non-defaulting
party may give written notice to the defaulting party and if the default is not cured within thirty (30) days following such notice, the
Agreement will be terminated.



		E.	Termination for Insolvency by either party shall have the option to terminate this Agreement without notice, (1) upon the institution
of actions against the other party for insolvency, receivership or bankruptcy, or any other proceedings for the settlement of other party's
debts, (2) upon other party's making an assignment for the benefit of creditors, or (3) upon initiation of dissolution proceedings against
the other party.



 


 


 


 






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		5.	Representations
	 	 	The Distributor and Company, as applicable,
made the following representations, warranties, and covenants:
	 	 	a. Distributor is a company
duly organized, validly existing, and in good standing in Israel, is qualified to do business and in good standing in each jurisdiction
located within their Territory, and will remain in compliance with all applicable laws and regulations in the conduct of its business
and, specifically, in its sale of the Products and provision of any services hereunder.
	 	 	b. Company is a corporation,
duly organized, validly existing, and in good standing in Nevada and is and will remain in compliance with all applicable laws and
regulations in the conduct of its business and, specifically, in its sale of the Products.
	 	 	c. Company warrants and represents
that the Products will be free from defects in design, materials, and workmanship and conform any specifications provided.
	 	 	d. Company has all rights, power,
and authority to enter into this Agreement,
	 	 	e. Company’s execution
of this Distributor Agreement, and Company’s performance of its obligations and duties hereunder, do not and will not violate any
agreement to which Company is a party or by which it is otherwise bound, and
	 	 	f. Neither Party is subject
to any pending or threatened litigation or governmental action that could interfere with its performance of this Agreement.
	 	 	g. The terms of this agreement
are the binding legal obligation of each Party and are enforceable in accordance with the applicable laws.



 


		6.	All orders for the Products shall be submitted to Company in writing by fax or mail (regular postal mail and other delivery services
are acceptable) sent to the attention of the Distributor. All fax orders must be followed up with a written order by mail sent to the
attention of the Distributor. All orders received shall be verified by email sent by the Distributor.



 


		7.	Attorney’s fees
	 	 	Should any action be brought by either party to enforce
the provisions of this Agreement, the prevailing party, whether by settlement, adjudication or arbitration, shall have the right to collect
reasonable attorneys' fees, expenses and costs from the non-prevailing party.



 


Entire Agreement


 


This Agreement constitutes the entire agreement between the Company
and the Distributor and supersedes all prior agreements or understandings with respect to the subject matters contained herein. This Agreement
shall not be amended, altered or changed except by a written agreement signed by both parties.


 


The below signed parties hereby acknowledge that they have read and
understand the entire Agreement, that they have authority to enter this Agreement on behalf of their respective organizations, and that
they have freely and voluntarily executed this Agreement as of the day and year first written above.


 


Contact 


If you have any questions or concerns about how we treat and use your
personal data, or would like to exercise any of your rights above, please contact us at


 


info@red-hotproducts.com 


 


 


Signed by both parties


 


Orion Bliss Corp.


Marina Konstantinova (president)


 


Red Hot Products Ltd.


Rick Holdelm (manager)


 


 


 






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