SALES AGREEMENT
THIS AGREEMENT entered into this 31st day of May 2015 by Ice Moon Business Furniture,
a company organized and existing under the laws of the state of New York, having its
principal place of business at 156th St., Flushing, NY 11356, USA (hereinafter called the
“Seller”) and Lucky Star Entertainment Corporation, a company organized and existing under
the laws of the Republic of China, having its principal place of business at No. 1, Nan-Tai
Street, Yongkang Dist., Tainan City 710, Taiwan R.O.C. (hereinafter called the “Buyer”);
WITNESSETH:
WHEREAS, the Buyer requires a supply of computer desk hereinafter more particularly
specified (hereinafter called the “Products”); and
WHEREAS, the Seller is desirous of selling the Products to the Buyer;
NOW, THEREFORE, in consideration of the foregoing and the obligations hereunder, the
parties hereto agree as follows:
Article 1. DEFINITIONS
In this Agreement, the following terms have the following meanings:
(a) “Dollars” means the lawful currency of the United States of America.
(b) “Products” means Computer Desk-15980 to be produced and supplied by the Seller in
accordance with the Specifications.
(c) “Specifications” means the specifications of the Products set forth in Article 4 hereof.
Article 2. SALE OF PRODUCTS
The Seller shall sell to the Buyer the Products subject to the terms and conditions
hereunder.
Article 3. QUANTITY
The Seller shall sell to the Buyer the Products in the following quantity:
10,000 sets
Article 4. SPECIFICATIONS
The Specifications of the Products shall be as follows:
No.
Description
15980 Computer Desk
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Features:
•Includes: Reception L-desk and mobile pedestal
•Wood laminate construction
•Assembly required
Dimensions and Weight:
•Dimensions: 79"W x 75"D x 44"H
•Weight: 391 lbs.
•Lifetime Guarantee
Article 5. PRICE
The price for the Products to be sold hereunder shall be US$600/set FOB New York
(hereinafter called the “Price”).
Article 6. PAYMENT
The Buyer shall pay the Price to the Seller under Article 7 hereof, by L/C, draft at sight.
Article 7. DELIVERY
The Seller shall ship the Product from New York, USA to Kaohsiung, Taiwan within 30
days after receipt of the L/C at sight hereof.
Article 8. TITLE AND RISK
Title and all risks of loss or damage to the Products shall pass from the Seller to the Buyer
when the Products have passed the ship’s rail at the loading port.
Article 9. ARRANGEMENT OF SHIP
The Buyer shall arrange a ship for the transportation of the Products.
Article 10. MARINE INSURANCE
The Buyer shall, at its own expense, insure the Products for the period of the transportation
thereof in amount of the Price plus ten percent (10%) thereof.
Article 11. INSPECTION
All Products will be inspected by the Buyer according to the samples sent by the Seller on
May 1.
Article 12. WARRANTY
1. The Seller warrants that the Products shall conform to the Specifications. No other
warranties including without limitation warranties of merchantability or fitness for
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2.
any particular purpose are made by the Seller.
In no event shall the Seller be liable for any indirect or consequential damage
including but not limited to damage to the Buyer’s property resulting from the use,
transportation, sale or storage of the Products.
Article 13. PATENT INFRIGEMENT
The Seller shall indemnify and hold the Buyer harmless from any liability for infringement
of patent, trademark, design, copyright or any other intellectual property rights in the
Products; provided, however, that the Buyer shall be liable for any such infringement if the
Buyer knew or should have known of the possibility of such infringement.
Article 14. TERMINATION
Either party may terminate this Agreement by notifying the other party in writing:
(a) if the other party winds up or goes bankrupt, or
(b) if the other party breaches any provision hereof.
Article 15. FORCE MAJEURE
1. The Seller shall be liable for any delay, nonperformance or any other default in
performance of the obligations hereunder due to the occurrence of any event of force
majeure, which includes prohibition of exportation, operation of laws, regulations and
2.
others, war, riot, strike, fire, explosion, flood, typhoon, hurricane, tidal wave, earthquake,
act of God, and any other causes beyond the reasonable control of the parties.
On the occurrence of any event of force majeure, the Seller shall have the option either;
(a) to extend the time of performing affected obligations during such period as the
event of force majeure continues, or
(b) to terminate this Agreement.
If the Seller exercises such option, the Buyer shall accept such extension of time or
termination, as the case may be without any claim against the Seller.
Article 16. TAXES
The Buyer shall bear any taxes, import, duties or any other changes in connection with the
performance hereof.
Article 17. ASSIGNMENT
The Buyer shall not assign the whole or any part hereof to any person without obtaining
the prior written consent of the Seller.
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Article 18. NOTICE
All notices hereunder shall be written in the English language and be delivered by hand or
sent by airmail to the following addresses:
To the Seller: 156th St., Flushing, NY 11356, USA
To the Buyer: No. 1, Nan-Tai Street, Yongkang Dist., Tainan City 710, Taiwan R.O.C.
Article 19. ENTIRE AGREEMENT
This Agreement constitutes the entire agreement between the parties hereto with respect to
the subject matter hereof and supersedes all prior communications and agreements with
regard to the same.
Article 20. GOVERNING LAW
This Agreement shall be governed by the laws of the state of New York.
Article 21. ARBITRATIOM
Any dispute which may arise in connection with this Agreement shall, unless settled by
amicable arrangement between the parties hereto, be settled by arbitration in New York, the
United States in accordance with the Commercial Arbitration Rules of the American
Arbitration Association.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by
their duly authorized representatives in duplicate as of the day and year first above written,
each party retaining one.
Seller:
Ice Moon Business Furniture
Buyer:
Lucky Star Entertainment Corporation
Honey Daniels
Name: Honey Daniels
Title: Sales Manager
Jennifer Jareau
Name: Jennifer Jareau
Title: Purchasing Manager
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