Exhibit 10.4


 


GLOBAL SOURCING AND PURCHASE AGREEMENT


 


This GLOBAL SOURCING AND PURCHASE AGREEMENT
(the "Agreement") is made this [ ] day of [ ] 2021, by and between Foremost Worldwide Co. Ltd. ("FWW") and FGI Industries,
Ltd. ("FGI").


 


WHEREAS, FWW is engaged in the manufacture,
distribution and export of products including, but not limited to, wooden furniture, cabinetry and shower systems for the bath and kitchen
markets (hereinafter referred to as "Products");


 


WHEREAS, FGI is engaged in the worldwide
sales, marketing and distribution of products including, but not limited to, wooden furniture, cabinetry and shower systems for the bath
and kitchen markets and would like to engage FWW as a sourcing agent for its Products; and


 


WHEREAS, FWW agrees to source and sell
Products to FGI on the conditions and terms set out in this agreement;


 


NOW THEREFORE, in consideration of the
promises and releases contained herein and for other good and valuable consideration, the sufficiency of which is hereby acknowledged,
the parties agree as follows:


 


	1.	Services:



 


FGI hereby
appoints and FWW agrees to act as FGI’s sourcing agent for the Products on a worldwide basis (hereinafter “Territories”).
FWW shall provide FGI with the following services:


 


		a)	FWW shall find, source and/or provide factories/manufacturers for the production
of Products specified and requested by FGI, as highlighted under Exhibit A;



 


		b)	FWW shall negotiate on behalf of FGI the cost of production, prepayments, shipping
and any other elements as necessary for the production and delivery of Products specified by FGI either directly to FGI or to FGI’s
customers. For the avoidance of doubt, FWW and FGI agree that the terms negotiated by FWW on behalf of FGI are not binding upon FGI unless
and until FGI enters into any binding written agreement with the third party;



 


		c)	FWW shall inspect the merchandise before it is shipped to FGI or destinations required
by FGI to ensure the quality, performance, specifications, and quantity of products meet the requirements and standards of FGI which will
not be less than industry standard (hereinafter “Quality Control” or “QC”); and



 


		d)	FWW shall prepare relevant shipping documentation and shipping information to FGI
as it pertains to Products that have
been approved and ordered by FGI.



 


		e)	All pricing associated with any manner of services described in this Section shall
be invoiced, ordered, or otherwise in the form of United States Dollars (“USD”).



 






     


     


    

 


	2.	Representations:



 


FWW represents and warrants to
FGI that FWW:


 


		a)	is a corporation duly organized, validly existing and in good standing under the
laws of Hong Kong SAR;



 


		b)	has all requisite corporate power and authority to carry on its business as it is
now being conducted;



 


		c)	has all requisite corporate power and authority to execute, deliver and perform
its obligations under this Agreement and to consummate the transactions contemplated hereby, and the execution and consummation of this
Agreement shall not violate the charter documents of FWW, or any other commitment or agreement to which FWW is a party; and



 


		d)	to the best of its knowledge, entry in this Agreement, and its performance hereunder,
does not and shall not violate any law, statute or regulation or any contractual obligation of FWW; and (iv) FWW has the requisite skill,
competence and resources to carry out its obligations under this Agreement.



 


		e)	shall not commit any act or do anything which might reasonably be considered:
(i) to be immoral, deceptive, scandalous or obscene; or (ii) to injure, tarnish, damage or otherwise negatively affect the reputation
and goodwill associated with FGI and any of its affiliates.



 


FGI represents
and warrants to FWW that FGI:


 


		a)	has the full right, power and authority to enter into this Agreement;



 


		b)	has been duly authorized to enter into this Agreement in accordance with its operating
agreement and bylaws; and



 


		c)	to the best of its knowledge, entry in this Agreement, and its performance hereunder,
does not and shall not violate any law, statute or regulation or any contractual obligation of FGI.



 


	3.	Limitation of Liability and Indemnification: 



 


FWW
agrees to indemnify and hold harmless FGI and its directors, officers, employees and representatives from and against all losses, penalties,
damages (but not any punitive damages), liabilities, suits, claims and expenses (including without limitation reasonable outside attorneys’
fees) arising out of or in connection with third party claims against FWW for any breach by FWW of any of its representations, warranties
or covenants in this Agreement, provided that FGI gives FWW prompt written notice of all claims and/or suits to which this indemnification
applies. Upon notice to FGI that FWW is responsible for the
entire third party claim or suit, FWW shall have the option to undertake and solely control the defense and/or settlement of any such
third party claim or suit at FWW’S cost and expense. FGI shall cooperate with FWW in the defense of any such claims and/or suits,
and both parties shall act to mitigate any damage arising out of or related to such claims and/or suits.


 






     


     


    

 


	4.	Payment and Commissions:



 


		a)	FGI agrees to pay FWW a commission for services rendered under this Agreement. The
commission rate shall be set forth in Exhibit B for the Products which FWW services for FGI as specified in the Section 1 of this
Agreement. This rate will be reviewed and/or revised by FGI and FWW annually.



 


		b)	All commissions shall be computed on the basis of the "FOB" of the sales
(“FOB Sales”) in USD, defined as the quantity sold at the accepted order price, including charges for freight, shipping, taxes,
insurance, and minus the application of any prompt payment discounts, other discounts, returns, cost of display, store set up, return
freight, and other allowances or bad debts.



 


		c)	FGI shall not be liable to FWW for any commission upon FOB sales that are lost or
delayed for any cause.



 


		d)	It is agreed by the Parties that FWW shall provide the Product pricing and once
confirmed by FGI, that price will be fixed and agreed between FGI and FWW unless a price revision is recognized and confirmed by FGI in
writing. FGI shall remit payment to FWW for commission earned within fourteen (14) calendar days after FGI receives the Products.



 


		e)	FWW shall agree that FGI may deduct payment from its service commission to FWW for
any quantity shortage, shipment delay, or incorrect packaging of merchandise until any dispute is resolved.



 


		f)	In the event that FGI disputes the amount of any commission owed to FWW, FGI shall
remit payment to FWW for the undisputed portion of the commission owed to FWW and provide written notice to FWW that it disputes the amount
of the commission owed to FWW and the reason for such dispute ("Commission Dispute Notice"). The Parties agree that upon FWW’s
receipt of a Commission Dispute Notice, that both Parties shall negotiate in good faith regarding the disputed commission and that FGI
shall not be obligated to pay the disputed portion of any commission, or any interest thereon, unless and until FGI and FWW mutually agree
to the proper amount of the commission owed by FGI to FWW subject to any agreed-upon adjustments.



 


		g)	With respect to any special/custom products which may demand more work for FWW
                                                               in the ordinary course of business (“Specialty Products”), FWW and FGI agree to a negotiate a different commission rate
                                                               which shall be applied to the Specialty Products without affecting any Products specified under this Agreement. For the avoidance of
                                                               doubt, written approval by FWW and FGI
shall be required to such effectuate any change in commission for Specialty Product orders.



 






     


     


    

 


	5.	Term of the Agreement:



 


		a)	The term of this Agreement shall be for a period of one year commencing on the date
of execution of this Agreement (the "Term").



 


		b)	Unless terminated within sixty (60) days, this Agreement shall be automatically
renewed for an additional Term upon every anniversary day of this Agreement.



 


	6.	Termination of the Agreement:



 


		a)	This Agreement may be terminated by either FWW or FGI by giving a written notice
to the other party 60 (sixty) days prior to the proposed termination date.



 


		b)	If FWW enters into a similar Agreement with another party whom FGI deems to be a
competitor, FGI retains the right to terminate this Agreement immediately and without notice.



 


		c)	FGI retains the right to enter into a similar Agreement with another party whom
FWW deems to be a competitor. In such an event, FWW maintains the right to the terminate this Agreement in accordance with the provisions
of 6a.



 


	7.	Governing Law:



 


This Agreement shall be governed
and construed in accordance with the laws of the State of New Jersey, United States of America.


 


	8.	Miscellaneous:



 


		a)	Exclusive jurisdiction: For the purpose of any action that may be brought
in connection with this Agreement, FWW and FGI hereby consent to the exclusive jurisdiction and venue of the United States District Court
for the District of New Jersey and waive the right to contest the jurisdiction and venue of said court on the ground of inconvenience
or otherwise and, further, waive any right to bring any action or proceeding in connection with this agreement in any court other than
the United States District Court for the District of New Jersey.



 


		b)	Counterparties: This Agreement may be executed in one or more counterparts,
each of which shall be deemed an original, but all of which together shall constitute one and the same instrument and facsimile copies
shall be deemed originals for all purposes.



 


		c)	Notices: All notices that are required or may be given pursuant to the terms
of this Agreement shall be in writing and delivered by hand or national overnight courier service, sent by facsimile transmission,
sent via electronic-mail to a respective Party’s address, or mailed by registered or certified mail, postage prepaid, to the addresses
designated by either Party hereto. A notice shall be deemed to have been given (i) upon personal delivery, if delivered by hand or courier,
(ii) three business days after the date of deposit in the mails, postage prepaid, if mailed by certified or registered mail, or (iii)
the next business day if sent by facsimile transmission or electronic mail (if receipt is electronically confirmed).



 






     


     


    

 


		d)	Entirety: This Agreement constitutes the entire agreement among the parties
hereto with respect to the subject matter hereof and thereof and supersede all prior agreements and understandings, oral and written,
among the parties hereto with respect to the subject matter hereof. No representation, warranty, promise, inducement or statement of intention
has been made by any party that is not embodied in this Agreement or such other documents, and none of the parties shall be bound by,
or be liable for, any alleged representation, warranty, promise, inducement or statement of intention not embodied herein or therein.



 


		e)	Assignments and Successors: This Agreement shall inure to the benefit of
and be binding upon the parties hereto and their respective permitted successors and assigns. Notwithstanding anything contained in this
Agreement to the contrary, nothing in this Agreement, express or implied, is intended to confer on any person or entity other than the
parties hereto or their respective permitted successors and assigns, any rights, remedies, obligations or liabilities under or by reason
of this Agreement. This Agreement may not be assigned by either party without the prior written consent of the other party.



 


		f)	Independent Contractor: FWW is and shall be construed as an independent contractor.
Nothing contained in this Agreement shall be construed as creating a joint venture, partnership, employee/employer relationship, association
or formal or informal business organization by and between the parties.



 


		g)	Confidentiality: FWW shall maintain strict confidentiality with respect to
any and all information, whether in writing, oral or otherwise, concerning FGI or Products developed specifically for FGI or ordered by
FGI, with respect to the nature and extent of the mutual business relationship as well as with respect to the commercial and manufacturing
secrets of FGI, and shall not make any such information available to third parties, including this Agreement and any of its terms. FWW
shall take measures to ensure that its employees also adhere to this confidentiality obligation. FWW hereby acknowledges that any breach
or attempted breach of this Section by FWW or its owners, shareholders, directors, officers, employees, agents or representatives shall
result in irreparable harm to FGI for which a remedy at law shall be inadequate. In case of any breach or attempted breach of this Section
by FWW or its owners, shareholders, directors, officers, employees, agents or representatives, FGI shall be entitled to, in addition to
any other remedies to which FGI may be entitled, specific performance and injunctive and other equitable relief without the necessity
of proof of irreparable harm or posting of bond.



 


		i)	Amendments: This Agreement may only be amended, varied or supplemented by
an instrument in writing, signed by
the parties hereto.



 






     


     


    

 


IN WITNESS WHEREOF, these presents have been executed by authorized
signatories for and


 


on behalf of the parties hereto on the day and year first before written.


 


	 	 
	FOREMOST WORLDWIDE CO. LTD	 







 


	 	 
	FGI INDUSTRIES, LTD.	 







 






     


     


    

 


Exhibit A


 


Products sourced by FWW and sold to FGI include:


 


		·	Bath Furnishings: this includes, but is not limited to, vanities,
mirrors, cabinetry, shelving and storage products typically produced for the bathroom space.



 


		·	Kitchen Furnishings: this includes, but is not limited to, cabinetry,
shelving and storage products typically produced for the kitchen space.



 






     


     


    

 


Exhibit B


 


	Product Category	Commission Rate
	Bath Furnishings	2.5% of FOB Sales
	Kitchen Furnishings	2.5% of FOB Sales