Authentic Teas Inc.: Exhibit 10.1 - Filed by newsfilecorp.com






CONTRACT # AT/CA -1 

  Herbal Tea Supply Agreement 

BETWEEN 

HAM LTD. CO. 
Odzun, Lori
Region, Armenia 
Tel: (374-99) 441529 
Email: info@armeniantea.com

Authorized signatory (name and position) 

  NERSES BADALYAN, Director 

(“Seller”) 

AND 

AUTHENTIC TEAS INC. 
2820 –
33 Harbour Sq. Toronto, Ontario, Canada 
M5J 2G2

Email: info@authentic-teas.com 
Authorized signatory (name and
position) 

  HRANT ISBECERYAN, President 

(“Buyer”) 

	1. 	
      SUBJECT OF THE CONTRACT

	 	 	 
	1.1 	
      During the terms of this Agreement, the Seller shall
      manufacture, package, label and prepare herbal tea (the “Product”)
      for shipment to the Buyer from the Seller’s facilities in Armenia in
      accordance with the time, description, volume and price set out in the
      Purchase Order, which terms are expressly incorporated into this
      Agreement. The Buyer shall purchase the Product from the Seller for
      resale, in exchange for the purchase price set out in the Purchase Order
      (the “Purchase Price”).

	 	 	 
	1.2 	
      Provided the Product meets the specifications set out in
      Section 2 and the Purchase Order, the Buyer is obligated to accept the
      Product and pay the Purchase Price in accordance with the specifications
      set out in the Purchase Order.

	 	 	 
	2. 	
      VOLUME OF THE PRODUCT AND THE QUALITY

	 	 	 
	2.1 	
      The Product shipped by the Seller shall meet:

	 	 	 
		(a) 	
      the Specifications Act for the Bureau of Standardization
      of the Republic of Armenia, regulated by DP 3721991.1814-99, dated
      12/07/1999 and which shall not contradict the requirements in force for a
      similar product in the country of the Buyer;

	 	 	 
		(b) 	
      products designated as Organic by the Organic
      Certification body in the Republic of Armenia, must be recognized as such
      by the United States (USDA) and by the Canadian Food Inspection Agency;
      and

	 	 	 
		(c) 	
      will not be adulterated or misbranded by the Seller
      within the meaning of those terms as commonly applied in the
    industry.







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	3. 	
      SHIPMENT AND RISK OF LOSS

	 	 
	3.1 	
      The Seller shall ship the Product to the Buyer as
      instructed by the Buyer from time to time. Buyer shall arrange for
      shipment of the Product and provide the location of the shipper (the
      “Shipper”) to the Seller or otherwise defer to the Seller in
      writing, in which case, the Seller may use the preferred Shipper of the
      Seller (in either case, the “Delivery Address”).

	 	 
	3.2 	
      All risk relating to the loss, destruction or damage of
      the Product shall remain with Seller until delivery of the Product by the
      Seller to the Shipper at the Delivery Address.

	 	 
	3.3 	
      Risk of loss and title to the Product shall pass from the
      Seller to the Buyer at the time the Product is received by the Shipper at
      the Delivery Address.

	 	 
	4. 	
      TAXES, TARIFFS, CUSTOMS AND LEVIES

	 	 
	4.1 	
      The Buyer shall collect and remit, all sales, goods and
      services, excise, value-added or similar tax payable in connection with
      the sale of the Product. All import fees, tariffs, custom levies and other
      duties shall be for the account of and paid by Buyer and any export fees,
      tariffs, custom levies and other export duties shall be for the account of
      and paid by Seller.

	 	 
	5. 	
      PRODUCT PRICING ON SELLERS’ WEBSITE

	 	 
		
      The Buyer acknowledges that the Seller has a website that
      has the capability to sell the Product directly to consumers. It is agreed
      that the retail prices of the Product on the Sellers’ website will be no
      less than double the Purchase Price offered by the Seller to the
    Buyer.

	 	 
	6. 	
      LABELING AND PACKAGING

	 	 
	6.1 	
      Seller will label the Product for shipping in accordance
      with instructions provided by Buyer that are in compliance with Canadian
      product import labeling laws.

	 	 
	6.2 	
      Product will be packed in a quantity and volume in
      accordance with the Purchase Order.

	 	 
	7. 	
      ORDER OF THE PAYMENT

	 	 
	7.1 	
      The Purchase Price for the Product shall be made by the
      Buyer in accordance with the Purchase Order, which, for greater certainty,
      does not include shipping costs.

	 	 
	7.2 	
      The Buyer shall wire transfer the Purchase Price within
      30 days of receipt of the bill of lading in accordance with the following
      wiring instructions:



BANK: HSBC Armenia, Yerevan.

SWIFT: MIDLAM22, Account Name: HAM Ltd. Co. 
Account Number:
001-069491-101, 
Correspondent BANK in USA: HSBC BANK USA, NY. 
SWIFT:
MRMDUS33, Chips://CP:108 Beneficiary Bank 

  Account 000-05145-4 

	8. 	
      DOCUMENTS

	 	 	 
	8.1 	
      The Seller shall make available to the Buyer two copies
      of the following documents:

	 	 	 
		(a) 	
      Commercial invoice

	 	 	 
		(b) 	
      Packing list







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	 	(c) 	
      Certificate of origin

	 	 	 
	 	(d) 	
      Certificates of quality

	 	 	 
	 	(e) 	
      Copy of Organic Certificate for the product labeled
      organic

	 	 	 
	 	(f) 	
      Product related Customs
documents




	9. 	
      DISPUTE RESOLUTION

	 	 
		
      In the event of any difficulty in relation to the
      performance of this Agreement, the parties undertake that they will
      proceed diligently with good faith negotiations in an attempt to settle
      the dispute. Unless otherwise agreed, all disputes arising out of, or in
      connection with, this Agreement shall be finally settled under the Rules
      of Arbitration of the International Chamber of Commerce by a single
      arbitrator appointed in accordance with the said Rules. The parties agree
      that the arbitrator shall decide the case solely on the documents
      submitted.

	 	 
	10. 	
      TERM AND TERMINATION OF AGREEMENT

	 	 
	10.1 	
      The present contract has been executed in two copies,
      English and Armenian. In the event of a discrepencey between the two
      versions, the English version shall govern.

	 	 
	10.2 	
      The term of this Agreement is five years from the
      commencement date, and, unless extended by mutual agreement between the
      parties in writing, terminates on October 31, 2015.

	 	 
	10.3 	
      Each party may, at its sole discretion, terminate this
      Agreement by providing a notice of termination to the other party no less
      than 60 days before the start of the production season that is fixed by
      the parties as March 1st of each year.

	 	 
	11. 	
      GOVERNING LAW

	 	 
	11.1 	
      This Agreement shall be exclusively governed by the laws
      of the Republic of Armenia.

	 	 
	12. 	
      ASSIGNMENT

	 	 
	12.1 	
      This Agreement and the rights, duties, and obligations of
      both parties hereunder shall not be assigned by either party hereto
      without the prior written consent of the other party.

	 	 
	13. 	
      ENTIRE AGREEMENT

	 	 
	13.1 	
      This Agreement (in accordance with FCA terms of Incoterms
      2009), including any Purchase Order that is executed by the Buyer and
      Seller from time to time which is expressly incorporated into and forms
      part of this Agreement, constitutes the entire agreement between the
      parties and shall supersede and replace any other agreement or
      arrangement, whether oral or in writing, previously existing among the
      parties with respect to the subject matter of this Agreement.

	 	 
	14. 	
      FURTHER ASSURANCES

	 	 
	14.1 	
      The parties shall promptly execute, or cause to be
      executed, all bills of sale, forms of transfer, documents, conveyances and
      other instruments of further assurance which may be reasonably necessary
      or advisable to carry out the full intent and purpose of this
      Agreement.

	 	 
	15. 	
      EXPENSES

	 	 
	15.1 	
      Each party to this Agreement shall be responsible for all
      of its own expenses, legal and other professional fees, disbursements, and
      all other costs incurred in connection with the negotiation, preparation,
      execution and delivery of this Agreement and all documents and
      instruments relating hereto and the consummation of the transaction
  contemplated hereby.








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	16. 	
      AMENDMENTS

	 	 
	16.1 	
      This Agreement may only be amended in writing with the
      mutual consent of each party.

	 	 
	17. 	
      FAX AND COUNTERPARTS

	 	 
	17.1 	
      This Agreement may be executed in any number of
      counterparts, each of which when executed and delivered is an original,
      but all of which taken together constitute one and the same document. This
      Agreement may be executed and delivered by facsimile or other means of
      electronic transmission capable of producing a signed
  copy.





	SELLER: 	 	BUYER: 
	  		 	  	
	HAM LTD. CO. 	 	AUTHENTIC TEAS INC. 
	  	  	 	  	  
	  	  	 	  	  
	Per: 	/s/ Nerses
      Badalyan 	 	Per: 	/s/ Hrant
      Isbeceryan 
	  	(Signature and Seal) 	 	  	(Signature and Seal) 
	  	Nerses Badalyan, Director 	 	  	Hrant Isbeceryan, President