BUYING AGENCY AND SUPPLY AGREEMENT
This Agreement, made as of the 7th day of March, 2012, by and between FORWARD
INDUSTRIES, INC. a New York corporation (hereafter referred to as "Principal"),
having an address at 3110 Main Street, Suite 400, Santa Monica, CA 90405 and
SEATON GLOBAL CORPORATION, a BVI registered and corporation wholly owned by
Terry Wise (hereinafter referred to as "Agent") having an address at 10F-5
No.16, Lane 609, Chung Shin Road, Section 5, San Chung District, New Taipei
City, Taiwan, Republic of China.
WHEREAS, Principal designs, markets, and distributes carry and protective
solutions primarily for hand held electronic devices ("Products") sometimes
bearing its trademarks; and
WHEREAS, Agent is established as a buying and supplier agent in the Asia Pacific
Region, consisting of Australia, New Zealand, Hong Kong, Taiwan, China, South
Korea, Japan, Singapore, Malaysia, Thailand, Indonesia, India, the Philippines
and Vietnam (the "Territory") for merchandise and is engaged in the exportation
of products for sale to the United States and elsewhere, including, but not
limited to the Products; and
WHEREAS, the parties desire to enter into this Agreement for Agent to source for
Principal's Products and to arrange for sourcing, manufacture and exportation of
such Products under and subject to all of the terms and conditions set forth
herein.
NOW, THEREFORE, the parties hereto, in consideration of the foregoing and of the
mutual covenants contained herein, and intending to be legally bound hereby,
agree as follows:
1.
ENGAGEMENT.
PRINCIPAL HEREBY ENGAGES AGENT AND GRANTS TO AGENT THE
RIGHT TO ACT AS THE EXCLUSIVE BUYING AGENT FOR PRINCIPAL FOR, AND IN CONNECTION
WITH, PRINCIPAL'S PURCHASES, TRANSACTIONS AND RELATED DEALINGS, DIRECTLY OR
INDIRECTLY WITH REGARD TO THE SOURCING OF PRODUCTS IN THE TERRITORY, INCLUDING
COMPLIANCE AND LOGISTICAL SERVICES.
AGENT SHALL BE REQUIRED TO MAINTAIN AN
ACCEPTABLE LEVEL OF PERFORMANCE TO MAINTAIN ITS EXCLUSIVITY HEREUNDER.
AGENT
SHALL, ONLY WITH THE APPROVAL OF PRINCIPAL, BE PERMITTED TO APPOINT SUB-AGENTS
TO PROVIDE SOME, OR ALL, OF THE SERVICES, WHICH ARE REQUIRED BY THIS ENGAGEMENT.
A.
AGENT SHALL:
(1)
VISIT MANUFACTURERS TO DETERMINE THEIR ABILITY TO MANUFACTURE AND
EXPORT PRODUCTS OF A TYPE AND QUALITY APPROPRIATE FOR PRINCIPAL, USE ALL
REASONABLE EFFORT TO NEGOTIATE MOST FAVORABLE PRICING FOR SUCH PRODUCT, AND
PROVIDE PRINCIPAL WITH SAMPLES AND OTHER MATERIAL, AS MAY BE REASONABLY
NECESSARY OR APPROPRIATE WITH RESPECT TO SUCH REVIEW.
AGENT SHALL VISIT SUCH
MANUFACTURERS AND COMPLETE FACTORY EVALUATIONS IN A FORM, MANNER AND FREQUENCY
THAT IS ACCEPTABLE TO PRINCIPAL;
(2)
EFFECTUATE THE EXECUTION BY MANUFACTURERS OF PRINCIPAL'S MANUFACTURING
ACKNOWLEDGMENT, ANNEXED HERETO AS EXHIBIT B, OR SUCH OTHER FORM OR AMENDMENTS
THERETO AS MAY FROM TIME TO TIME BE PROVIDED BY PRINCIPAL PRIOR TO PLACING ANY
PURCHASE ORDERS FOR PRODUCTS WITH SUCH MANUFACTURERS;
1
(3)
FAMILIARIZE ITSELF WITH PRINCIPAL'S NEEDS AND SURVEY THE POTENTIAL
MARKETS TO OBTAIN THE BEST AVAILABLE PRODUCTS.
AGENT SHALL USE ALL REASONABLE
EFFORT TO NEGOTIATE THE MOST FAVORABLE PRICING FOR PRODUCTS.
AGENT SHALL
PROVIDE PRINCIPAL WITH UP-TO-DATE INFORMATION ON A TIMELY BASIS CONCERNING
RELEVANT ASPECTS OF BUSINESS.
THIS