ex10_8.htm


    
      

    

    Exhibit
10.8


       

      Agent
sales contract for large sales channel between Anteya Technology Corporation and
UP-TECH Technology Co., Ltd.

      


      Contract
No. UP200808010001

      


      Date:
August 19, 2008

      


      Contracting
parties:

      


      This
Contract entered into this     day
of      , 2009, by and between Anteya Technology
Corporation with business address at 101-5 Meishan Road, Niaosong Township,
Kaohsiung County (hereinafter referred to as “Party A”) and UP-TECH Technology
Co., Ltd. with business address at 6-1 Gaoshuang Road, Pingzhen City, Taoyuan
County (hereinafter referred to as “Party B”). Party A licensed Party B for sale
of LED related products produced by Party A (hereby referred to as the contract
target) on large sales channels in the Taiwan area. The parties have agreed to
abide by the following terms and conditions:

      


      Article
1: Contract target:

      


              The
target products of the contract by Anteya Technology Corporation include MR16
monocolor lamp, E27 monocolor lamp, MR16 varied color lamp, E27 varied color
lamp, varied color torch and tiny night lamps and relevant LED related products.
Party A shall be responsible for production of target products of the contract
and its peripheral accessories, relevant product certification and development.
Party B shall be responsible for sales and assist with maintenance and
development of the large sales channel market.

      


      Article
2: Contract period and contract termination:

      


      
        	
                 
      

              	
                1.

              	
                The
      valid period of the contract shall be two years (from the effective date
      after applying seal by both parties to August 31, 2010). Without consent
      of both parties neither party has the right to terminate the contract in
      advance and within 30 days before expiration of the valid period, if both
      parties do not notify the opposite party for termination, the contract
      shall be automatically extended for another
  year.

              


      

      
        	
                 
      

              	
                2.

              	
                Without
      written consent of the opposite party, neither party has the right to
      unilaterally terminate the contract in
advance.

              


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                3.

              	
                Either
      party has the right to terminate this contract if the opposite party is in
      breach of the contract or for reasons attributable to the opposite party
      under the premise of clarifying the account books of both
      parties.

              


      

      


      Article
3: Licensing regions and distributors:

      


      
        	
                 
      

              	
                1.

              	
                According
      to terms agreed by both parties, Party B agrees to license to Party B as
      the primary sales agent for large sales channels. If Party B has
      registered a monthly shipment of 10,000 units 3 months in a row by a
      specific sales channel, then Party B is entitled to sole agent sales
      right.

              


      

      
        	
                 
      

              	
                2.

              	
                Large
      sales channels is defined as large chain stores (such as RT-Mart, Tsann
      Kuen, E-Life, B&Q, Homebox, etc.), large internet sales channels (such
      as PCHOME, YAHOO, PayEasy, Mobile01, various credit cards, mail order and
      department store member, gifts, etc.), TV shopping (such as Eastern Home
      Shopping, Viva, momo, etc.)
customers.

              


      

      
        	
                 
      

              	
                3.

              	
                For
      other large sales channel customers not defined, Party B may file
      applications and start selling if Party A confirms no conflict of
      customers and has agreed to its
application.

              


      

      
        	
                 
      

              	
                4.

              	
                During
      the contract period, if Party B has successively failed to achieve the
      sales target agreed by both parties in a specific period or the sales
      channel development performance, Party A has the right to propose changes
      to the licensed content and scope; and change adjustment maybe made after
      agreement by both parties.

              


      

      


      Article
4: Responsibility and obligations:

      


      
        	
                 
      

              	
                1.

              	
                Party
      B is a legal product sales agent for Party A and is entitled to relevant
      rights and obligations of a sales agent as stipulated in the
      contract.

              


      

      
        	
                 
      

              	
                2.

              	
                Party
      B shall be responsible for product promotion education, maintenance of
      operation and development management of customers in the target regions of
      the contract, and regularly provide production and sales
      forecast.

              


      

      
        	
                 
      

              	
                3.

              	
                If
      required, Party A shall provide product certification and licensing
      documents of the contract target to Party B to facilitate Party B’s sales
      development.

              


      

      
        	
                 
      

              	
                4.

              	
                Both
      Party A and Party B agree to have the sales agent system for execution of
      sales operation. Party B shall procure goods from Party A in accordance
      with the production/sales forecast and procurement cost price agreed by
      both parties. Both parties shall negotiate and sign relevant attachments
      related to cost and sales cost pursuant to the time of putting the product
      on the market and cost changes.

              


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                5.

              	
                Product
      advertising and propaganda plan shall be planned, produced and executed in
      the channels by the marketing planning department of Party B. Party B may
      present product advertising, product exhibition and propaganda
      requirements in accordance with market promotion strategies and after
      negotiation of contents by both parties, Party A should provide necessary
      technical data, product, personnel or training assistance in accordance
      with the content of the contract.

              


      

      
        	
                 
      

              	
                6.

              	
                Party
      A shall assign a single contact window to assist Party B with relevant
      ordering and shipment flow before and after ordering by
    sales.

              


      

      
        	
                 
      

              	
                7.

              	
                Prior
      to putting the product on the market, Party A shall notify Party B within
      an appropriate lead time to facilitate market planning, and dispatch
      dedicated personnel to Party B for educational training of new products
      and provide supplementary sales information if
  needed.

              


      

      
        	
                 
      

              	
                8.

              	
                Party
      B shall be responsible for operating and developing the sales amount of
      the various sales points and regularly visit the various sales channels
      every month.

              


      

      


      Article
5: Ordering and acceptance

      


      
        	
                 
      

              	
                1.

              	
                At
      signature of the contract Party B shall provide shipping forecast for the
      following season according to the seasonal shipping forecast in accordance
      with agreement reached at the production/sales meeting by both parties
      pursuant to circumstances of the product putting on the market, and revise
      the next seasonal and monthly forecast every month. Party B shall procure
      certain quantities for the following month in accordance with the monthly
      forecast, and Party A shall produce the committed quantity and notify
      Party B the required time for
delivery.

              


      

      
        	
                 
      

              	
                2.

              	
                Party
      B may carry out incoming sampling inspection for products provided by
      Party A, and if the defective rate is higher than 0.5% in the course of
      acceptance inspection, Party A shall provide explanation or revise the
      plan within 7 working days in accordance with the contract, and
      voluntarily revise the plan until Party B confirms acceptance inspection.
      If it fails in a short time and affects the sales channel, Party A shall
      provide equivalent proportional spare parts to maintain smooth sales of
      the channels.

              


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                3.

              	
                Delivery
      by Party A shall be confirmed after acceptance by Party B, and if quality
      defects, shoddy packaging, shortage in quantity, missing parts or other
      nonconformances are found during sampling inspection by Party B, latter
      may return the commodities or demand replacement of new
      commodities.

              


      

      
        	
                 
      

              	
                4.

              	
                In
      the event the commodities are good but afterwards during sales by Party B
      or if defects, missing parts or other nonconformances are found which is
      not attributable to Party B after consumers bought the commodities, Party
      A shall also be responsible in accordance with afore-mentioned
      provision.

              


      

      
        	
                 
      

              	
                5.

              	
                If
      there are requirements for exhibition by the sales channels, and Party B
      requires to design and to provide exhibition of commodities or platform,
      Party B may ask Party A to provide necessary assistance, and after
      negotiation of agreed content, Party A shall provide necessary technical
      data, product, personnel or training assistance in accordance with the
      negotiated content.

              


      

      


      Article
6: Delivery:

      


      
        	
                 
      

              	
                1.

              	
                Generally
      ordering shall be based on the monthly orders of Party B and Party A shall
      honor the monthly shipping time.

              


      

      
        	
                 
      

              	
                2.

              	
                In
      the event of urgent orders, generally within the scope of handling, Party
      A shall commit to deliver within 10 calendar days after ordering or within
      20 calendar days if required to prepare the
  goods.

              


      

      
        	
                 
      

              	
                3.

              	
                Upon
      receipt of Party B’s procurement orders, Party A shall deliver the
      commodities contracted by Party B to any specified places within Taiwan
      island or to the warehouses of various sales channels and transportation
      fee shall be assumed by Party A as
provided.

              


      

      
        	
                 
      

              	
                4.

              	
                Except
      for natural disasters, earthquake or force majeure or reasons attributable
      to Party B, Party A shall deliver the goods according to schedule, and in
      the event of delay in delivery it is necessary to solicit agreement of
      Party B in advance. For delay in delivery or poor quality of commodities
      and caused loss to Party B, Party A shall be liable for civil
      indemnification.

              


      

      
        	
                 
      

              	
                5.

              	
                On
      the delivery note Party A shall clearly state the procurement order number
      and attached with invoice for the goods delivered, one invoice for one
      delivery note to facilitate computer
operation.

              


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                6.

              	
                Commodities
      delivered by Party A shall be products ordered by Party B. If Party A
      supplied goods at random, Party B shall not be responsible for keeping the
      products, and if Party A does not comply with afore-mentioned provision,
      Party B will not place order and directly return the goods and the
      transportation fee shall be paid by Party A; and Party B shall not be
      accountable for any loss or missing
parts.

              


      

      
        	
                 
      

              	
                7.

              	
                In
      the event of personnel changes and departure of Party A, it is necessary
      to use written notification or email to notify Party B and if disputes
      arise therefrom, Party A shall take up full responsibility and not shirk
      responsibility to the departed
personnel.

              


      

      


      Article
7: Delivery cost and payment:

      


      
        	
                 
      

              	
                1.

              	
                By
      mutual agreement, the product sales target and delivery cost shall be as
      per quotation attached by Party A.

              


      

      
        	
                 
      

              	
                2.

              	
                Upon
      determination of above prices, both parties shall negotiate and sign
      quotation in accordance with market competition and cost
      changes.

              


      

      
        	
                 
      

              	
                3.

              	
                If
      Party B has sales cases with lower selling cost than that provided by
      Party A or OEM and ODM customers, both parties agree to define them as
      specific projects. Sales of specific projects shall be managed in
      accordance with specific projects through mutual communication. Prior to
      commencement of a specific project, both parties shall discuss and
      coordinate schedule for packaging and transportation regarding the
      specific project, sales forecast and delivery cost. And no party shall
      raise objections after consent.

              


      

      
        	
                 
      

              	
                4.

              	
                Through
      consultation, both parties shall agree to the 60 day payment by Party B on
      a monthly basis to be paid by check to Party A for the goods. If shipment
      by Party B reached 10,000 units 3 months in a row, Party B shall pay Party
      A by check on a 90 day payment term on a monthly
  basis.

              


      

      
        	
                 
      

              	
                5.

              	
                Party
      B shall work out the monthly payment to Party A according to latter’s
      monthly statement. Before the 10th
      day of the following month, Party A shall provide statement with return
      postage to Party B and after verified to be correct, Party B shall pay
      Party A with check before the 25th
      day of the following month. If the payment day is a holiday, payment will
      be postponed one working day to complete
  payment.

              


      

      


      Article
8: After-sales service:


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      Party A
agrees to perform following services:

      
        	
                 
      

              	
                1.

              	
                Commodity
      warranty: Provision of free maintenance service for 15 months commencing
      from the day of arrival of goods. Transportation fee for repaired goods:
      During the warranty period, transportation fee for shipping to Party A for
      maintenance shall be paid by Party B, and upon completion of maintenance
      Party A shall be responsible for sending back the repaired goods to Party
      B with postage paid by Party A. Relevant expenses shall be paid by Party B
      if the warranty period has passed.

              


      

      
        	
                 
      

              	
                2.

              	
                DOA:
      If failure is not due to human factors, Party A shall provide replacement
      service for all goods dead on arrival within 30 days commencing from the
      day of arrival of goods, or use reject to
  handle.

              


      

      
        	
                 
      

              	
                3.

              	
                Time
      for repair: Within the warranty period, Party A shall repair the
      commodities within 7 working days from receipt of goods in failure and
      repair free of charge or return new products to Party B. If the warranty
      period has passed, Party A shall charge Party B in accordance with the
      service charge standard.

              


      

      
        	
                 
      

              	
                4.

              	
                Provision
      of spare parts: Spare parts for repair shall be provided by products in
      Party B’s inventory and to be mailed back to Party A by batches. Party A
      shall assign a single contact window for service, and upon receipt of
      maintenance goods, Party A shall reply the repair progress within 3
      working days after receipt by the receiving unit of Party A, and complete
      repair and maintenance as soon as possible in accordance with the warranty
      conditions or execute replacement.

              


      

      


      Article
9: Change or amendment of contract:

      


      
        	
                 
      

              	
                1.

              	
                Any
      change, amendment, termination or transfer shall be effected through
      consultation between Party A and Party B with written notice. Any remarks
      to the contract shall be signed by representatives with legal
      authorization and attached to the contract. Any remarks shall be equally
      valid with the contract itself.

              


      

      


      Article
10: Confidentiality agreement

      


      Both
parties shall keep confidential all sales content and information and shall not
disclose to any competitors or any concerned third party. Knowledge from
signature, storage and fulfillment of the contract or holding of any information
of the opposite party (including but not limited to commercial information,
financial information, IPR, sales secret and commercial actions, etc.) shall be
kept strictly confidential and shall not disclose to any other third party by
any means except required by law or with written consent by both
parties.


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                1.

              	
                Except
      for fulfillment of the contract, both parties shall not use the
      afore-mentioned information. In the event of damage caused to the opposite
      party, the party in breach of the contract shall be responsible for all
      compensation for damages caused.

              


      

      
        	
                 
      

              	
                2.

              	
                Both
      parties shall use necessary measures to safeguard the known confidential
      information and admonish all employees to abide by obligations to keep the
      information confidential.

              


      

      
        	
                 
      

              	
                3.

              	
                The
      obligation of keeping the information confidential shall be valid within a
      year after termination of the
contract.

              


      

      


      Article
11: Provision of copyright:

      


      Party A
agrees Party B to use its copyright in provision of product information to
complete relevant articles for marketing but require to obtain consent of Party
A in advance. Party A declares that information provided to Party B using to
complete works will not harm any third party. And if Party B suffers loss from
infringement of the right of any third party, Party A shall be responsible for
any indemnity. If Party B uses the trademark or other source materials of Party
A without permission of latter and caused tangible and intangible losses to
Party A or its customers, Party B shall be unconditionally responsible for
relevant indemnities.

      


      Article
12: Use of trademark

      


      It is
required to have permission of Party A if its registered trademark is required
to use on commodities or packaging, container, label, manual, pricelist or any
other similar articles and held or displayed, disseminated or used in TV,
broadcast and press advertisement or for participation in
exhibition.

      


      Article
13: Attachment

      


      Both
parties agree to have Kaohsiung district court as the first tribunal of
jurisdiction. For matters not specified in this contract, relevant laws and
regulations shall apply or both parties shall reach another written agreement
with the greatest faith. Any written agreement shall be considered an additional
or amended provision to this contract.


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      Article
14: This contract is made in two (2) originals, and each party holds one
original for record.

      


      Contracting
parties:

      


      Party A:
Anteya Technology Corporation

      Unified
Invoice No.: 80133919

      Representative:
Wu Dingfeng

      Address:
101-5 Meishan Road, Niaosong Township, Kaohsiung
County  833

      Tel:
07-7332500

      


      Party B:
UP-TECH Technology Co., Ltd.

      Unified
Invoice No.: 97356553

      Representative:
Yu Yuanming

      Address:
6-1 Gaoshuang Road, Pingzhen City, Taoyuan County  324

      Tel:
03-2813206