Exhibit
10.4


 


Dated
as of 1st DAY OF JANUARY 2020


 


BETWEEN


 


E
U GROUP PTE LTD


 


(“EUGPL”)


 


AND


 


SPARE-PARTS
ZONE PTE LTD


 


(“SPZ”)


 





 



 


LOGISTICS
SERVICES AGREEMENT


 





 



 




    	 



    	 



    

 


TABLE
OF CONTENTS


 


	1.	DEFINITIONS
    AND INTERPRETATION	3
	2.	SERVICES	4
	3.	OBLIGATIONS
    OF EUGPL AND SPZ	5
	4.	SERVICE
    FEES	5
	5.	TERM
    AND TERMINATION	5
	6.	INDEMNITY	6
	7.	REPRESENTATIONS
    AND WARRANTIES	7
	8.	CONFIDENTIALITY	7
	9.	FORCE
    MAJEURE	8
	10.	ASSIGNMENT	8
	11.	COSTS	8
	12.	ILLEGALITY	8
	13.	NOTICES	8
	14.	FURTHER
    ASSURANCE	9
	15.	ENTIRE
    AGREEMENT	9
	16.	RELATIONSHIP
    BETWEEN PARTIES	9
	17.	VARIATIONS	9
	18.	REMEDIES
    AND WAIVERS	10
	19.	COUNTERPARTS	10
	20.	GOVERNING
    LAW	10


 




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THIS
SERVICE AGREEMENT (the “Agreement”) is made on 1st day of January 2020.


 


BETWEEN


 


	(1)	E
    U GROUP PTE LTD (Company Registration No. 200909877Z), a Company incorporated in Singapore with its registered address at 14
    Ang Mo Kio Street 63, Singapore 569116 (“EUGPL”);


 


AND


 


	(2)	SPARE-PARTS
    ZONE PTE LTD (Company Registration No. 199500026M), a Company incorporated in Singapore with its registered address at 25 Roberts
    Lane, Singapore 218304 (“SPZ”)


 


(collectively,
the “Parties” and each, a “Party”).


 


NOW,
IT IS HEREBY AGREED AS FOLLOWS:


 


	1.	DEFINITIONS
    AND INTERPRETATION
	 	 
	1.1	In
    this Agreement, unless the context otherwise requires, the following words or expressions shall have the following meanings respectively:


 


“Affected
Party” shall have the meaning ascribed to it in Clause 9;


 


“Business
Day” means a day (other than Saturday, Sunday or a public holiday) on which commercial banks are open for business in Singapore;


 


“Confidential
Information” shall have the meaning ascribed to it in Clause 8.1;


 


“control”
means direct or indirect ownership of more than 50% of the outstanding capital stock or other equity interests having ordinary voting
power of such person or the direct or indirect possession of the power, whether through the ownership of equity interest or otherwise,
to direct or cause the direction of the management and policies of such person;


 


“Defaulting
Party” shall have the meaning ascribed to it in Clause 5.2(a);


 


“EUGPL
Services” shall have the meaning ascribed to it in Clause 2;


 


“Force
Majeure” means any event the occurrence of which is beyond the reasonable control of the Party relying on the provisions of
Clause 9, including but not limited to any of the following:


 


	 	(a)	war,
    invasion, rebellion, revolution, insurrection or civil war;
	 	 	 
	 	(b)	any
    outbreak of any communicable disease (such as, but not limited to, SARS, H1N1);
	 	 	 
	 	(c)	restraint
    of any governmental authority in its sovereign capacity or by any Person or agency representing such authority;
	 	 	 
	 	(d)	explosions,
    fires, floods, earthquakes, storms, lightning and other forces of nature;
	 	 	 
	 	(e)	strikes,
    lockouts, industrial disturbances, boycotts or labour disputes;
	 	 	 
	 	(f)	terrorism,
    escalation of conflict, sabotage or arson; and
	 	 	 
	 	(g)	any
    other cause similar to the kind herein enumerated;


 




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“Force
Majeure Notice” shall have the meaning ascribed to it in Clause 9;


 


“Indemnified
Parties” shall have the meaning ascribed to it in Clause 6;


 


“Insolvency
Event” shall have the meaning ascribed to it in Clause 5.2(b);


 


“Payments”
shall have the meaning ascribed to it in Clause 4.3;


 


“Service
Fee” shall have the meaning ascribed to it in Clause 4.1;


 


“Term”
shall have the meaning ascribed to it in Clause 5.1; and


 


	1.2	Unless
    the context otherwise requires, words importing the singular shall include the plural and vice versa, and words importing a specific
    gender shall include the other genders (male, female or neuter).
	 	 
	1.3	The
    headings in this Agreement are inserted for convenience only and shall not affect the construction of this Agreement.
	 	 
	1.4	Anything
    or obligation to be done under this Agreement which requires or falls to be done on a stipulated day, shall be done on the next succeeding
    Business Day, if the day upon which that thing or obligation to be done falls on a day which is not a Business Day.
	 	 
	1.5	References
    to:


 


	 	(a)	a
    statutory provision shall include that provision and any regulations made in pursuance thereof from time to time modified or re-enacted,
    whether before or after the date of this Agreement and shall include also any past statutory provision or regulation (as from time
    to time modified or re-enacted) which such provision or regulation has directly or indirectly replaced;
	 	 	 
	 	(b)	“this
    Agreement” includes all amendments, additions and variations thereto agreed between the Parties;
	 	 	 
	 	(c)	“person”
    shall include an individual, corporation, company, partnership, firm, trustee, trust, executor, administrator or other legal representative,
    unincorporated association, joint venture, syndicate, or other business enterprise, any governmental, administrative or regulatory
    authority or agency (notwithstanding that “person” may be sometimes used herein in conjunction with some of such words)
    and their respective successors, legal personal representatives and assigns, as the case may be, and pronouns shall have a similarly
    extended meaning;
	 	 	 
	 	(d)	“written”
    and “in writing” include any means of visible reproduction;
	 	 	 
	 	(e)	“hereof”,
    “herein”, “hereon”, and “hereunder”, and words of similar import, shall
    refer to this Agreement as a whole and not to any particular provision of this Agreement;
	 	 	 
	 	(f)	money
    is in Singapore dollars, unless otherwise stated; and
	 	 	 
	 	(g)	“Clause”
    and “Schedule” shall refer to a clause of, or a schedule to, this Agreement.


 


	2.	SERVICES
	 	 
	2.1	EUGPL
    have agreed to provide certain services (as described in this Clause 2.2) to SPZ at 14 Ang Mo Kio Street 63 Singapore 569116.



 



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	2.2	EUGPL
    shall provide the following services to SPZ:


 


	 	(a)	Logistics
    support:


 


	 	(i)	EUGPL
    will assist SPZ in arranging any storage, transportation or other general logistics supports for the supply of the Products to SPZ’s
    warehouse and office support function, at SPZ’s cost.


 


(collectively,
the “EUGPL Services”).


 


	3.	OBLIGATIONS
    OF EUGPL AND SPZ
	 	 
	3.1	During
    the Term, EUGPL shall:


 


	 	(a)	exercise
    all reasonable care and skill to perform its respective EUGPL Services in accordance with the terms of this Agreement; and
	 	 	 
	 	(b)	make
    reasonably available all facilities, expertise, employees and personnel which are required to effectively and properly perform the
    EUGPL Services in accordance with this Agreement;


 


	3.2	During
    the Term, SPZ:


 


	 	(a)	shall
    cooperate with EUGPL, where necessary or reasonably requested by EUGPL, to enable and assist EUGPL to carry out their obligations
    under this Agreement; and
	 	 	 
	 	(b)	where
    SPZ’s consent, approval or acceptance is required in any matter, shall not unreasonably withhold or delay such consent, approval
    or acceptance.


 


	3.3	The
    Parties agree and acknowledge that any Party to this Agreement shall have the right to enforce any obligation contained in this Agreement
    against a Party who is in breach of its obligation hereinunder.
	 	 
	4.	SERVICE
    FEES
	 	 
	4.1	In
    respect of the EUGPL Services rendered to SPZ, EUGPL, at their sole discretion, may charge a service fee (the “Service Fee”)
    by issuing an invoice to SPZ at fee of logistics fee of $30,000 per month for provision of EUGPL Services incurred by EUGPL, excluding
    applicable goods and services tax.
	 	 
	4.2	All
    invoices issued by EUGPL to SPZ shall be settled within 30 days from the date of such invoice.
	 	 
	4.3	SPZ
    shall make all payments to EUGPL in respect of any invoices (the “Payments”) in accordance with the payment methods
    and details as may be set out in the respective invoice, or as may be notified to SPZ by EUGPL from time to time.
	 	 
	4.4	All
    the Payments shall be made free and clear of and without any deduction or withholding for or on account of any tax unless SPZ is
    required by law to make such deduction or withholding.
	 	 
	5.	TERM
    AND TERMINATION
	 	 
	5.1	The
    term of this Agreement (“Term”) shall commence on the Commencement Date for a period of two (2) years with auto
    renewal for 1 year and end upon the earlier of:


 


	 	(a)	the
    commencement of proceedings for the winding-up of SPZ; or
	 	 	 
	 	(b)	three
    (3) month notice in writing either parties to terminate this Agreement.


 




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	5.2	In
    the event that the following events occur, a non-defaulting Party may terminate this Agreement by giving written notice to the Defaulting
    Party (as defined below):


 


	 	(a)	if
    any Party breaches this Agreement in any material respect (“Defaulting Party”) and, if such breach is capable
    of being remedied, the Defaulting Party fails to remedy such breach within thirty (30) days (or any other length of period which
    the Parties may mutually agree) after written notice thereof from a non-Defaulting Party specifying in reasonable detail the nature
    of the alleged breach, or in the event that the breach is not capable of being remedied, as soon as reasonably practical;
	 	 	 
	 	(b)	if
    any Insolvency Event occurs in respect of a Party. For the purpose of this Clause, an “Insolvency Event” shall
    mean the occurrence of any one of the following events, but this sub-clause (b) shall not apply to any winding-up petition or any
    application which is vexatious and is discharged, stayed or dismissed within twenty-one (21) days of its commencement:


 


	 	(i)	a
    petition is presented or a meeting is convened for the purpose of considering a resolution or other steps are taken by any person
    with the view to winding up of the Party or, placing the Party under judicial management;
	 	 	 
	 	(ii)	the
    Party resolving to wind itself up or otherwise dissolve itself;
	 	 	 
	 	(iii)	the
    appointment of a liquidator or provisional liquidator in respect of the Party;
	 	 	 
	 	(iv)	a
    judicial manager being appointed in respect of the Party or any of the Party’s assets;
	 	 	 
	 	(v)	the
    Party entering into a scheme of arrangement or composition with or assignment for the benefit of all or any class of its creditors;
	 	 	 
	 	(vi)	the
    appointment of a receiver or receiver and manager over the Party or any of its assets; or
	 	 	 
	 	(vii)	anything
    analogous or having a substantially similar effect to any of the events specified above happening under the law of any applicable
    jurisdiction;


 


	 	(c)	it
    is or will become unlawful for a Party to perform or comply with any one or more of its material obligations under this Agreement;
    or
	 	 	 
	 	(d)	any
    material provision of this Agreement is or becomes for any reason, illegal, invalid and/or unenforceable.


 


	5.3	The
    Surviving Provisions shall continue in force in accordance with their terms after termination of this Agreement and termination of
    this Agreement shall be without prejudice to any liability or obligations in respect of any matters, undertakings or conditions which
    shall not have been observed or performed by the relevant Party prior to such termination.
	 	 
	6.	INDEMNITY
	 	 
	 	SPZ
    shall indemnify and hold harmless EUGPL, their officers, directors, shareholders, employees and agents (the “Indemnified
    Parties”) from and against any and all damages, losses, liability (whether criminal or civil), costs, claims, charges,
    expenses (including legal expenses on a full indemnity basis), actions, judgements or demands whatsoever which the Indemnified Parties
    may suffer, sustain or incur or which may be made against it or any one or more of them attributable to the performance of their
    obligations and duties under this Agreement, save where the same has been occasioned or has occurred directly or indirectly through
    the fraud, wilful default or gross negligence of such Indemnified Party.


 




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	7.	REPRESENTATIONS
    AND WARRANTIES
	 	 
	7.1	EUGPL
    and SPZ represents and warrants to each other that:


 


	 	(a)	it
    is a corporation duly incorporated and validly existing under the laws of the jurisdiction of its incorporation, with full power
    and authority to own its assets and properties, and to conduct its business, either directly or through its subsidiaries or associates,
    as currently conducted;
	 	 	 
	 	(b)	it
    has full power and authority to execute and deliver this Agreement, and this Agreement constitutes its valid and legally binding
    obligation, enforceable against it in accordance with its terms;
	 	 	 
	 	(c)	it
    has obtained all necessary corporate approvals (if required) and other actions to authorise execution, delivery and performance of
    this Agreement and all such other documents and instruments as are specified or referred to in this Agreement (if any); and
	 	 	 
	 	(d)	its
    execution of this Agreement and its performance of its obligations hereunder shall not:


 


	 	(i)	result
    in a breach of its memorandum and articles of association or equivalent constitutional documents (if applicable);
	 	 	 
	 	(ii)	result
    in an infringement, or constitute a default under, any directive, instrument, contract, document or agreement to which it is a party
    or by which it is bound; and
	 	 	 
	 	(iii)	result
    in a breach of any law, rule, regulation, ordinance, order, judgment or decree of or undertaking to any court, government body, statutory
    authority or regulatory, administrative or supervisory body.


 


	8.	CONFIDENTIALITY
	 	 
	8.1	SPZ
    acknowledges that it may have access to and possession of confidential or proprietary information relating to the business affairs,
    property, methods of operation, processing systems or other confidential or proprietary information belonging to the Service Providers
    (“Confidential Information”).
	 	 
	8.2	SPZ
    agrees to maintain, or cause to be maintained, the confidentiality of such Confidential Information, and undertakes that it shall:


 


	 	(a)	use
    and apply the Confidential Information solely for the purpose of facilitating EUGPL to perform the EUGPL Services;
	 	 	 
	 	(b)	keep
    the Confidential Information confidential and shall not disclose the Confidential Information to any person, except where:


 


	 	(i)	required
    by the applicable laws or the rules or regulations of any governmental or regulatory body in Singapore or elsewhere;
	 	 	 
	 	(ii)	such
    disclosure is made to the professional advisers of SPZ in connection with this Agreement;
	 	 	 
	 	(iii)	such
    information is independently obtained by SPZ from a third party who is not under a duty of confidentiality to EUGPL;
	 	 	 
	 	(iv)	such
    information was already known to SPZ prior to disclosure by EUGPL; or
	 	 	 
	 	(v)	such
    information is already in the public domain; and


 


	 	(c)	not
    use the Confidential Information in any way that may be detrimental either or both of EUGPL.


 




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	8.3	Upon
    the termination of this Agreement, SPZ shall return to EUGPL, or at the option of EUGPL, destroy, all documents, notes, memoranda
    and analysis and any copies thereof containing or in relation to any such Confidential Information in its possession, custody or
    control, and shall delete all computer records which are derived from or contain Confidential Information within five (5) Business
    Days of the termination of this Agreement, and shall confirm so in writing.
	 	 
	8.4	SPZ
    agrees that EUGPL shall be entitled to apply for immediate equitable relief, including injunction or restraining orders, in event
    of any breach of this Clause as damages would not be an equitable remedy, and SPZ shall not oppose the application for such relief.
    SPZ also agrees that the enforcement by EUGPL of their respective rights under this Clause shall be in addition to any other remedy
    it may have for any breach of confidence by SPZ.
	 	 
	8.5	SPZ
    undertakes to EUGPL that it will not, in the provision of the EUGPL Services, knowingly infringe any patents, copyrights or any other
    intellectual or industrial property rights of any third party in any part of the world and that SPZ will indemnify and keep EUGPL
    indemnified in respect of all liabilities, costs, claims, demands and expenses (including legal fees and expenses) which EUGPL may
    incur or sustain to any third party as a result of the breach by SPZ of this undertaking.
	 	 
	8.6	This
    Clause shall survive the termination of this Agreement.
	 	 
	9.	FORCE
    MAJEURE
	 	 
	 	If
    a Party is by reason of Force Majeure unable wholly or in part to perform its obligations under this Agreement (the “Affected
    Party”), then upon the Affected Party giving notice in writing stating details of such Force Majeure to the other Party
    (the “Force Majeure Notice”), the Affected Party shall be excused from performance of its obligations to the extent
    to which such obligations are affected by the circumstances of the Force Majeure and for the period during which those circumstances
    exist, provided that nothing in this Clause shall relieve either Party of its obligations which have accrued at the date of the Force
    Majeure Notice.
	 	 
	10.	ASSIGNMENT
	 	 
	 	Each
    Party may not assign, transfer, charge or otherwise deal with any of its rights or obligations under this Agreement except by operation
    of law, without the prior written consent of the other Party.
	 	 
	11.	COSTS
	 	 
	 	Each
    Party shall bear its own legal and other costs and expenses of and incidental to the negotiation, preparation, execution and performance
    by it of this Agreement and all ancillary documents and the subscription hereby agreed to be made.
	 	 
	12.	ILLEGALITY
	 	 
	 	The
    illegality, invalidity or unenforceability of any provision of this Agreement under the law of any jurisdiction shall not affect
    its legality, validity or enforceability under the law of any other jurisdiction nor the legality, validity or enforceability of
    any other provision.
	 	 
	13.	NOTICES
	 	 
	 	Each
    and every demand, notice or other communication under this Agreement shall be made in writing. Each communication or document to
    be delivered to any Party shall be sent to that Party by fax or by delivery by hand or courier to the facsimile number or to the
    address and marked for the attention of the person (if any), from time to time designated by that Party for the purpose of this Agreement.
    The initial addresses and facsimile numbers of the Parties are:


 




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	EUGPL
	 	 	 
	Fax
    Number	:	+65
    62887882
	 	 	 
	Address	:	14
    Ang Mo Kio Street 63

    Singapore
    569116

	 	 	 
	Attention	:	MR.
    NG ENG GUAN
	 	 	

	SPZ
	 	 	 
	Fax
    Number	:	+65
    62887882
	 	 	 
	Address	:	25
    Roberts Lane

    Singapore
    218304

	 	 	 
	Attention	:	MR.
    NEO CHIN AIK
	 	 	 



 


A
demand, notice or other communication made or given by one Party to another Party in accordance with this Clause shall be effected and
deemed to be duly served:


 


	 	(a)	at
    the time of delivery, if delivered by hand or courier; or
	 	 	 
	 	(b)	at
    the time of transmission in legible form, if delivered by fax.


 


	14.	FURTHER
    ASSURANCE
	 	 
	 	Each
    Party shall do and execute or procure to be done and executed all such further acts, deeds, things and documents as may be necessary
    to give effect to the terms of this Agreement, and (so far as it is able) to provide such assistance as the other Parties may reasonably
    request to give effect to the spirit and intent of this Agreement.
	 	 
	15.	ENTIRE
    AGREEMENT
	 	 
	 	This
    Agreement, and the documents referred to in it, constitutes the entire agreement and understanding between the Parties relating to
    the subject matter of this Agreement and no Party has entered into this Agreement in reliance upon any representation, warranty or
    undertaking of the other Parties which is not set out or referred to in this Agreement. Nothing in this Clause shall however operate
    to limit or exclude liability for fraud.
	 	 
	16.	RELATIONSHIP
    BETWEEN PARTIES
	 	 
	 	Each
    Party, in executing this Agreement and performing its obligations under this Agreement, shall be deemed as an independent contractor.
    Nothing in this Agreement shall create, give effect to, constitute or imply, or shall be deemed to create, give effect to, constitute
    or imply, a partnership, joint venture, agency relationship, or render any Party liable for any of the debts or obligations of any
    Party.
	 	 
	17.	VARIATIONS
	 	 
	17.1	No variation of this Agreement
    (or of any of the documents referred to in this Agreement) shall be valid unless it is in writing and signed by or on behalf of each
    Party. The expression “variation” shall include any amendment, supplement, deletion or replacement however effected.
	 	 
	17.2	Unless expressly agreed, no
    variation shall constitute a general waiver of any provisions of this Agreement, nor shall it affect any rights, obligations or liabilities
    under or pursuant to this Agreement which have already accrued up to the date of variation, and the rights and obligations of the
    Parties under or pursuant to this Agreement shall remain in full force and effect, except and only to the extent that they are so
    varied.


 




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	18.	REMEDIES
    AND WAIVERS
	 	 
	18.1	No
    failure on the part of any Party to exercise, and no delay on its part in exercising, any right or remedy under this Agreement will
    operate as a waiver thereof, nor will any single or partial exercise of any right or remedy preclude any other or further exercise
    thereof or the exercise of any other right or remedy. The rights provided in this Agreement are cumulative and not exclusive of any
    rights or remedies provided by law.
	 	 
	18.2	Any
    Party may release or compromise the liability hereunder of any other Party or grant to any such Party time or other indulgence without
    affecting the liability of any other Party hereunder.
	 	 
	19.	COUNTERPARTS
	 	 
	 	This
    Agreement may be signed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
    Any Party may enter into this Agreement by signing any such counterpart and each counterpart shall be as valid and effectual as if
    executed as an original.
	 	 
	20.	GOVERNING
    LAW
	 	 
	 	This
    Agreement shall be governed by the laws of Singapore and each of the parties hereto submits to the exclusive jurisdiction of the
    courts of Singapore.


 




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IN
WITNESS WHEREOF, this Agreement has been signed by the Parties or the duly authorised representatives of the Parties on the date
and year above written.


 


	SIGNED
    by	 
	 	 
		 
	For and on
    behalf of 	 
	E U GROUP
    PTE LTD	 
	(Co. Registration
    No. 200909877Z)	 
	In the presence
    of:	 
	 	 
		 
	Name of Witness:	 
	NRIC/Passport
    No.:	 
	 	 
	EXECUTED
by )	
	 	 
		 
	For and on
    behalf of 	 
	SPARE-PARTS
    ZONE PTE LTD	 
	(Co. Registration
    No. 199500026M)	 
	In the presence
    of:	 
	 	 
		 
	Name of Witness:	 
	NRIC/Passport
    No.:	 


 






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