Attachment

BOTTLING AND SALES AGREEMENT / SHENZHEN SHIHUI IMPORT & EXPORT TRADE CO. LTD. 22.12.
17
BOTTLING AND PURCHASE

AGREEMENT
THIS AGREEMENT is effective as of 22.12.2017 (the Effective Date) BY AND
BETWEEN:
BOTTLER:
AQUAWELL GROUP AG a company incorporated under the laws of Switzerland and
having its head office at Erlistrasse 6, 6403 Kssnacht am Rigi, Switzerland,
Commercial Reg. No. CHE-101.088.699,
(hereinafter referred to as BOTTLER).
(PARTY 1)
- and -
PURCHASER:
SHENZHEN SHIHUI IMPORT & EXPORT TRADE CO. Ltd. a company incorporated
under the laws of China, and having its head office at Room 201, Block A, No. 1
Qianwan Road One, Qianhai Shenzhen Hongkong Modern Service Industry
Cooperation Zone, Shenzhen, China, Tax No. 91440300 and Commercial Reg. No.
MA5ET16D41,
(hereinafter referred to as PURCHASER).
(PARTY 2)
WHEREAS:
PRODUCER is the manufacturer of the Products (as hereinafter defined);
and
PURCHASER wishes to enter into this agreement with BOTTLER and will order from
the BOTTLER products under his own brand name which he will sell in different
markets.
NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the

mutual promises and covenants herein contained and for other good and valuable
consideration the parties hereby agree as follows:
1. DEFINITIONS
Whenever used in this agreement, the following terms shall have the following
meanings respectively, unless otherwise specified:
BOTTLING AND SALES AGREEMENT / SHENZHEN SHIHUI IMPORT & EXPORT TRADE CO. LTD. 22.12.17
A)AFFILIATE of a party means any person which directly or indirectly

controls, is controlled by, or is under common control with, such party; as
used herein, the term "control" or controls means possession of the
power to direct, or cause the direction of the management and policies of
such person, whether through the ownership of voting securities, by
contract, law or otherwise, and the term controlled shall have the
meaning correlative to the foregoing.
B) AGREEMENT means this bottling and purchase agreement, the recitals
set forth in the preamble herein, and all schedules attached hereto, as
well as all amendments, additions, restatements or modifications made
hereto and thereto and all other documents incorporated herein or therein
by reference, all of which are hereby made an integral part of and will be
read as if included within the text of this this bottling and pruchase
agreement;
C) BUSINESS DAY means each of Monday, Tuesday, Wednesday, Thursday
and Friday, except when any such day occurs on a statutory holiday
observed in the territory;
D) CONFIDENTIAL INFORMATION means any and all information,
documentation or knowledge in any form, relating to the business and
assets of BOTTLER, not generally known to the public, disclosed to, or
which may be obtained directly or indirectly by, the PURCHASER, or which
may be derived in any way by it as a consequence of the performance of
its obligations hereunder, including, without limitation, information
relating to BOTTLERs present and contemplated products and services;
product designs; inventions, improvements; standards, specifications,
systems, methods and operating procedures; techniques and modes of
manufacturing, compounding or preparing products, formulations and
recipes; tests and reports; profits, costs, pricing, product sourcing and
sales policies and strategies; buying habits and preferences of present
customers of BOTTLER as well as prospective and potential customers,
their names and addresses; trade secrets, know-how, data, research and
development; patent, trade-mark, copyright, industrial design and all other
intellectual property and proprietary rights and shall also include terms of
this this bottling and pruchase agreement agreement;
E) EFFECTIVE DATE means 2017-12-22;
F) "LATENT DEFECT" means a defect in any product which was caused by
BOTTLER in the manufacturing process or in the design or packaging of
the product, which renders it not useable in the ordinary course of the
business of PURCHASER or not fit for its intended purpose and that is not
identifiable by a basic examination of such product;
G) PERSON means any person, individual, firm, association, syndicate,
partnership, joint venture, trustee, trust, corporation, division of a
corporation, unincorporated organization or other entity or a government
agency or political subdivision thereof;
3
H) PRODUCT OR PRODUCTS means the finished goods manufactured and

sold by BOTTLER to the PURCHASER;
I) TERM means the term of this agreement as set forth in Article 2
comprising the initial term and any renewal term;
J) Trade-marks means the brand name of the PURCHASER;
K)The following schedules are incorporated into this agreement by reference
and form an integral part hereof:
Schedule A A 1) List of Product and Product Prices 2018
A 2) Packaging of the Products
Schedule B First order
Schedule C Contacts
1. TERM / DURATION
a. The initial term of this agreement shall come into effect on the effective date
and, unless terminated earlier in accordance with the terms of this
agreement, shall continue in full force and effect till the 31 st December of
each following year and will be renewed automatically if no event according
to acticle 14 Termination will occur for a period of 12 years (in words: twelve
years) (the Initial term).
2. PURCHASE ORDERS AND SUPPLY OF THE PRODUCT

a. During the term, PURCHASER shall purchase exclusively all of its
requirements of product from BOTTLER.
b. At the outset of the agreement, BOTTLER shall supply PURCHASER with pre-
packaged and labelled product at prices applicable thereto as set forth in the
price list, the current form of which is attached as Schedule A hereto.
c. The risk of loss and damage to products shall pass to PURCHASER
immediately upon products being picked up by or on behalf of PURCHASER,
its agent or transport carrier, at BOTTLERSs warehouse in Kosjeric Serbia,
and thereafter BOTTLER shall not be responsible for any loss or damage to
the product. PURCHASER will be the importer of record into the territory for
all product purchased by it and will be responsible for the accuracy of the
information presented and the payment of all duties and taxes, and will be
liable for any fines or penalties resulting from any missing or inaccurate
information.
d. BOTTLER shall anticipate its future requirements for products and shall
purchase and keep sufficient stock of products on hand and shall maintain
adequately trained and experienced sales staff as well as appropriate
premises and warehouse facilities and equipment (including vehicles) for
stocking and sales of the product, which in any event shall be a minimum of 2
months (in words: two month) requirements of product.
e. The PURCHASER orders the products via the BOTTLER and pays the goods to
the BOTTLER. The BOTTLERs subsidiary AQUAWELL PRODUCTION D.O.O. in
4
Kosjeric in the Republic of Serbia is producing the products. The BOTTLER is

responsible to pay its subsidiary for the ordered goods of the PURCHASER
but only after the PURCHASER has paid the BOTTLER.
3. PRODUCT PRICING AND PAYMENT

Product Pricing:
Subject to and in accordance with the terms and conditions hereof, BOTTLER
agrees to sell to PURCHASER, and PURCHASER agrees to buy from BOTTLER,
the products at the prices set forth in Schedule A hereto.
Prices of the products are in EUR-currency, F.O.B. / ExW BOTTLERs
warehouse in Kosjeric Serbia. All charges that may be incurred in connection
with the delivery of the products to PURCHASER, including, without
limitation, in respect to freight, export duties, import duties, all applicable
taxes, appropriate insurance and storage costs or any other payments
required to process the products from BOTTLERs warehouse in Kosjeric
Serbia are the sole and exclusive responsibility of PURCHASER.
Payment:
Payment in full for all products shipments shall be made by PURCHASER to
BOTTLER in 100% in advanced to the following bank account:
BANK: UBS AG Zurich, Brenplatz 8, 3011 Bern -
Switzerland
EUR-Account No. 0235 00113553.60E

IBAN No. CH15 0023 5235 1135 5360 E
SWIFT/BIC. UBSWCHZH80A
Beneficiary:
AQUAWELL GROUP AG, Erlistrasse 6, CH-6403 Kssnacht
am Rigi
(Bank details may change during the term of this

agreement)
BOTTLER shall have the right, in its sole discretion but with agreement with
the distributor, to change its prices after 31.12.2018 listed in Schedule A
hereto unilaterally, it being understood that any such changes shall only be
effective upon ninety (90) days written notice to PURCHASER, whereupon at
the end of such ninety (90) day notice period, any such revised price shall be
effective immediately without further notice and shall be deemed to form
part of the price list set forth in Schedule A attached hereto as if the same
had initially been set forth therein.
4. QUALITY AND CHANGES IN PRODUCTS
5
a. BOTTLER guarantees that the quality of product supplied under this

agreement shall meet, at the time of delivery to PURCHASER, which for
greater certainty is the time when product is picked up by PURCHASER, its
agent or transport carrier at BOTTLERs warehouse, the same quality and
standards as products sold to BOTTLERs customers. Thereafter,
PURCHASER shall be responsible for any diminishment in the quality of the
product in its possession, whether caused by improper transport or storage
of such product or for any other reason whatsoever.
b. PURCHASER shall, promptly following receipt of the product, examine such
product and satisfy itself that it meets its requirements. To be valid, any
claim in respect to short-shipment or for defective product (other than with
respect to latent defects) must be made in writing by PURCHASER to
BOTTLER within fourteen (14) days (investigation period) of the date such
products arrived at PURCHASERs warehouse, and such short-shipment or
defect must not have been caused while the product was in transport from
BOTTLERs warehouse to PURCHASERs warehouse or while in storage by or
on behalf of PURCHASER.
c. If PURCHASER has not notified BOTTLER that it has rejected any products as
defective by the end of the investigation period, then it shall be deemed to
have accepted the products (Accepted Product).
d. If BOTTLER agrees with PURCHASER that any rejected products are
defective, BOTTLER will replace such defective products with replacement
products free of defect and this replacement product shall constitute the
sole and exclusive liability of BOTTLER in respect to defective products.
5. PACKAGING AND WAREHOUSING RESPONSIBILITIES

a. PURCHASER shall provide BOTTLER with all necessary information
pertaining to packaging and packaging labelling with respect to the local
requirements in each jurisdiction within the territory.
b. PURCHASER will use its best efforts to ensure that warehousing and
transportation to and within the territory are effected in such a manner so as
not to have a negative effect on the quality of the Product. The physical flow
of Product from the warehouse shall be based on a first-in, first-out system.
c. Without limiting the generality of the foregoing, PURCHASER undertakes to
perform, at its sole expense, the following services and activities in
connection with and for the benefit of maintaining Product:
i. suitable warehousing with appropriate climate control as per BOTTLER
requirements as they may be revised by BOTTLER, in its sole discretion,
from time to time; and
ii. stacking the Product so as not to exceed BOTTLERs prescribed standards
with respect thereto.
d. PURCHASER shall assume full responsibility for and shall indemnify and save
BOTTLER harmless from any damage, claim, liability, loss or expense
6
(including any legal costs) which BOTTLER may suffer or incur by reason of
PURCHASERs packaging, stocking, warehousing, storage, use, sale and/or
distribution of the Product.
6. PRODUCT REGISTRATION
a. PURCHASER is responsible for the product registration or other market
authorization be required to import and sell the products, PURCHASER
acknowledges and agrees that it shall be responsible for securing the
registration of the product or other market authorization.
b. In furtherance of the foregoing, PURCHASER agrees to use its best efforts to
arrange for and complete the registration of the products in PURCHASERs
name and trade-mark in a timely manner.
c. PURCHASER shall keep BOTTLER informed in writing of the progress of any
required application for registration, and any proposed submissions relating
to such product registration must be forwarded to PURCHASER.
7. SALES AND MARKETING OF THE PRODUCT

a. PURCHASER will resell all products purchased hereunder in compliance with
all applicable laws. PURCHASER is responsible for marketing and
promotional activities in and for compliance with all applicable laws and
regulations, including, without limitation, laws and regulations regarding
health and safety, nutritional medicinal products, marketing practices, etc.
PURCHASER represents and warrants that it has obtained all permits,
licences, registrations and other approvals required by every national, local
or municipal government or agency, in respect of the performance of
PURCHASERs obligations under this agreement.
b. PURCHASER shall use its best efforts, at its own expense, to market,
promote and sell the product in the territory and shall use the same channels
and methods and exercise the same diligence, including making regular and
sufficient contact with present and prospective customers of product, which
PURCHASER uses in marketing its other non-competing products.
c. BOTTLER, participates on maximum five (5) food & beverage fairs per year
and for the year 2018 in the markets of the PURCHASER. The BOTTLER will
pay in the name of the PURCHASER the square meter costs (m2) for the
fairground but maximum 10m2 and EUR 5.000 per fair.
8. ADDITIONAL OBLIGATIONS OF THE PURCHASER

a. During the duration of this agreement, in addition to any other obligations set
forth herein, PURCHASER shall:
i. use its best efforts in the performance of its obligations under this
agreement, including without limitation, in respect to the active solicitation
of orders for the purchase of product;
7
ii. commit and adhere to the highest standards of operation, including

those standards that may be prescribed by BOTTLER from time to time;
iii. keep complete and accurate records with respect to any and all
product purchased from BOTTLER and sold by PURCHASER, and PURCHASER
shall provide to BOTTLER, on a monthly basis, a written sales and inventory
report setting forth a summary of all sales by PURCHASER to customers in
the previous month (and year to date), as well as a summary of inventory on
hand, in order to be received by BOTTLER no later than fifteen (15) days after
the end of the month to which such figures pertain.
9. REPRESENTATIONS AND WARRANTIES OF THE PURCHASER

a. PURCHASER represents and warrants to BOTTLER, acknowledging that
BOTTLER is relying upon such representations and warranties in connection
with its entering into this agreement, as follows:
i. PURCHASER is a valid subsisting corporation incorporated pursuant to
the laws of China;
ii. PURCHASER has all requisite power and authority to execute and
deliver this agreement and has all necessary power and authority to perform
the obligations of PURCHASER as set out herein;
iii. the entering into of this agreement will not result in the violation of
any of the terms and provisions of any agreement, written or oral, to which
PURCHASER may be a party;
iv. the execution and delivery of this agreement has been duly authorized
by all necessary action on the part of PURCHASER and this agreement, when
duly executed and delivered by PURCHASER, will constitute a legal and
binding obligation of PURCHASER enforceable in accordance with its terms;
v. the performance by PURCHASER of all its obligations hereunder,
including the sale of the product, will be conducted in compliance with all
applicable laws in the territory; and
10. CONFIDENTIAL INFORMATION AND NON-COMPETITION

a. When and if required, BOTTLER will furnish PURCHASER the necessary
information so that PURCHASER can fulfill its obligations hereunder
regarding the registration of the product to be distributed in the
PURCHASERS markets.
b. From time to time, BOTTLER may periodically provide PURCHASER with new
or up-graded data that has become available, documentation, tests, reports
or other pertinent information relating to the product or otherwise, which
information will also form part of the confidential information and which will
assist in keeping PURCHASER knowledgeable in regard to the product and
maintaining a competitive edge in the marketing and sales of the product.
8
c. PURCHASER acknowledges that in its relationship with BOTTLER and/or by

virtue of the performance of this agreement, it and/or its employees,
shareholders, officers, directors, principals, agents and contractors
(collectively, Representatives) will be and shall hereafter continue to be
entrusted with confidential information, the disclosure of any of which to
competitors of BOTTLER or to the general public would be highly detrimental
to the best interests of BOTTLER. PURCHASER further acknowledges that
the right to maintain confidential such confidential information constitutes a
proprietary right of BOTTLER, which BOTTLER is entitled to protect.
Accordingly, and notwithstanding anything to the contrary herein expressed,
PURCHASER covenants and agrees with BOTTLER:
i. that it shall not use or copy, or permit the use or copy of any of the
confidential Information, directly or indirectly, for any purpose other than the
discharge of its duties and obligations arising from its appointment as a
PURCHASER hereunder and only in the best interests of BOTTLER;
ii. that it will maintain the absolute confidentiality of the confidential

Information and that it will not (without the prior written consent of
BOTTLER either individually, or in partnership or jointly, or in conjunction
with any other person, as principal, agent, shareholder, or in any manner
whatsoever, disclose, reveal, release, utilize, sell, assign, supply, or transfer
to any person at any time, any of the confidential information, except to the
extent necessary to discharge its duties and obligations relating to its
appointment hereunder and only in the best interests of BOTTLER;
iii. that it will take all necessary action and will do all that is
reasonably within its power to prevent the disclosure, release or supply of
any of the confidential information to any person, including by any of its
representatives, except to the extent necessary to discharge its duties and
obligations hereunder and only in the best interests of BOTTLER;
iv. in furtherance of the above, PURCHASER will advise its
representatives, and any other persons who are given access to the
confidential information, of the confidential and proprietary nature of the
confidential information and of the restrictions imposed by this agreement
and, if appropriate, shall require each of them to signify in writing their
agreement to abide by the terms of this agreement and maintain the
confidentiality of the confidential information. Notwithstanding any such
agreement, by any of such representatives, PURCHASER acknowledges that
it shall be fully responsible and liable to BOTTLER for any and all damages
and costs (including legal fees) suffered or incurred by it as a consequence
of any breach by any of PURCHASERs representatives, and/or any other
persons given access to the confidential information, of the restrictive
covenants contained herein.
d. Upon termination of this agreement for any reason, PURCHASER shall
immediately return to BOTTLER any confidential information and shall
9
thereafter refrain from using or disclosing any such confidential information

to any person for any purpose whatsoever.
11. TERMINATION
a. Notwithstanding any other provision herein, the parties hereto agree that this
agreement shall automatically terminate without requirement of notice to
the defaulting party or an opportunity to cure, upon the occurrence of the
following events:
i. if a decree or order of a court having competent jurisdiction is
entered adjudging a party bankrupt or approving as properly filed a petition
seeking or winding up of such party under the law of the Peoples Republic of
China or under any analogous, comparable or similar law in the territory or
other applicable jurisdiction, or under any other process of execution or
similar effect against any substantial part of the property of such party,
including, without limitation, the appointment of a receiver in respect
thereto, or ordering for the winding up or liquidation of its affairs, and any
such decree or order continues unstayed and in effect for a period of thirty
(30) days;
ii. if a governmental regulatory order or final judgment or decree in any
jurisdiction which materially and adversely affects the ability of a party to
fulfill its obligations to the other party under this agreement shall have been
made, issued obtained or entered against such party and such order,
judgment or decree shall not have been vacated, discharged or stayed
pending appeal within the applicable time period; or
iii. PURCHASER assigns or attempts to assign this agreement or any of
the rights or obligations hereunder without the prior written consent of
BOTTLER being given.
b. BOTTLER may, without prejudice to any other rights, immediately terminate
this Agreement by notice to PURCHASER if any change occurs in the
constitution, management or control or the financial or other circumstances
of PURCHASER which, in the sole opinion of BOTTLER, is materially
detrimental to the interests of BOTTLER including, without limitation, as a
result of any interest in PURCHASER being acquired by any person engaged
in a business that is competitive with the business of BOTTLER; or
c. In the event BOTTLER shall deem it necessary to recall the product from the
territory, whether as a consequence of issues discovered by BOTTLER, or if
required by the local authorities in the territory, BOTTLER shall be entitled to
terminate this agreement upon three (3) months notice. In such case,
neither of the parties shall be obliged to pay any compensation, loss of
income, or goodwill to the other party, except that BOTTLER shall indemnify
PURCHASER in respect to any liabilities incurred by PURCHASER in respect
to any claims made by any person against PURCHASER as a direct
consequence of and relating specifically to such recall of product, provided
10
that such product recall was not caused by or necessitated by any actions or
omissions on the part of PURCHASER.
d. Furthermore this agreement may also be terminated by either party at any
time in the event that the other party commits a material breach of any
provision of this agreement and such other party fails to remedy such breach
within thirty (30) days after receipt of written notice specifying the breach
from the non-defaulting party.
e. Early termination pursuant the above paragraphs shall not relieve either
party of any obligation arising hereunder prior to such termination including,
without limitation, PURCHASERs obligation to (i) purchase product covered
by purchase orders submitted by PURCHASER to BOTTLER; and (ii) pay
BOTTLER for the Product shipped or to be shipped pursuant to purchase
orders accepted prior to early termination, or BOTTLERs obligation to ship
product on accepted orders, or relieve either party of its liability for breach of
its obligations pursuant to the terms and conditions of this agreement
incurred prior to such early termination; nor shall it deprive either party of its
right to pursue any other remedy available to it
f. Upon termination of this agreement for any reason whatsoever:
i. all rights granted by BOTTLER to PURCHASER will be immediately
relinquished by PURCHASER who shall immediately pay all amounts due and
owing by it to BOTTLER forthwith, and in any event within ten (10) days of the
date of termination of this agreement;
ii. PURCHASER shall promptly return to BOTTLER all confidential
information, advertising and promotional material and any other materials
and documents given to PURCHASER and relating to this Agreement or
otherwise to the business of BOTTLER;
iii. DISTRIBUTOR shall cease use of BOTTLERs trade-marks and shall
thereafter refrain from holding itself out as an authorized distributor of
BOTTLER, and PURCHASER will forthwith remove and thereafter discontinue
all advertisements, signs and notifications stating or implying that it is a
distributor of product or in any way connected with BOTTLER;
iv. BOTTLER shall have the option, but not the obligation, to repurchase
from PURCHASER any of the product in PURCHASERs inventory by refunding
to PURCHASER its net cost for such product, provided, however, that
BOTTLER may set off and deduct from the repurchase price any amount then
due and owing by PURCHASER to BOTTLER as well as any freight charges
and duties relating to the delivery of such product to BOTTLER;
v. BOTTLER shall not be liable to PURCHASER by reason of the proper
termination of this agreement for any damages, whether direct,
consequential or incidental, on account of the loss of prospective profits on
anticipated sales or on account of expenditures, investments, leases or
commitments in connection with the business, arising from such termination
of this agreement; and
11
g. If BOTTLER continues to supply product to PURCHASER after

termination of this agreement, such supply will not be construed as a waiver
of any such termination, or as a renewal of this agreement.
12. LIMITATION OF LIABILITY AND INDEMNITIES

a. Except as expressly provided in this agreement, there are no representations
or warranties, express or implied, statutory or otherwise, relating to the
product, including, without limitation, any implied warranty of
merchantability or fitness for any particular purpose. The parties hereby
expressly exclude the application of the United Nations convention on
contracts for the International sale of goods and the uniform law on the sale
of goods and the uniform law on the formation of contracts for the
International sale of goods. PURCHASER assumes all risk and liability for
any loss, damage or injury resulting from the sale and use of the product,
either alone or in combination with other products.
b. PURCHASER hereby agrees to defend, indemnify and hold harmless BOTTLER
against any liability, losses, damages or costs (including any legal costs)
incurred or suffered by BOTTLER as a result of any breach, negligent act or
omission or wilful default on the part of PURCHASER, or its representatives
arising either directly or indirectly from the performance (or non-
performance) by PURCHASER or any of its representatives of any obligations
under this agreement.
c. BOTTLER shall not be liable to the PURCHASER for any special, indirect,
consequential, punitive or exemplary damages, including for greater
certainty any damages on account of the loss of prospective profits on
anticipated sales or on account of expenditures, investments, leases or
commitments in connection with the business.
d. Notwithstanding anything to the contrary herein, if BOTTLER notifies
PURCHASER that any of the product needs to be recalled or otherwise
withdrawn from the market, and PURCHASER refuses or otherwise fails to do
so in a timely fashion, PURCHASER agrees to indemnify BOTTLER, its
affiliates, and their respective officers, directors, employees, agents and
shareholders, from and against any and all liability, loses, damages or costs,
including legal costs, incurred or suffered by BOTTLER as a result of any
such failure or refusal.
13. MISCELLANEOUS
a. Any notice, request, demand, consent or other communication required or
permitted under this agreement shall be in writing and shall be given by
personal delivery (including courier) by prepaid registered or certified mail or
by fax (confirmed by mail) addressed to the party for which it is intended at
the address below and shall be deemed to be given on the day of delivery or
12
transmission if during normal business hours, or, if after business hours, on

the next following business day, or if mailed by registered or certified mail,
on the day which is seven (7) business days after such notice is mailed
during normal postal conditions. In the event of a postal disruption, any
notice mailed will be deemed received on the seventh (7 th) business day
following resumption of regular postal service:
b. Either party may change its address for notices and other communications
upon notice to the other party in the manner aforesaid.
c. Except as otherwise provided herein, this agreement may not be amended or
otherwise modified except in writing signed by both parties.
d. This agreement, including all schedules attached hereto, constitutes the
entire agreement and understanding between the parties with respect to all
matters herein and supersedes all prior oral or written agreements and
understandings between the parties with respect to the subject matter of
this agreement.
e. The words hereof, herein, hereunder and similar expressions used in any
section of this agreement relate to the whole of this agreement (including
any schedules attached hereto) and not to that section only, unless
otherwise expressly provided for or the context clearly indicates to the
contrary. Words importing the singular number only will include the plural
and vice versa and words importing the masculine gender will include the
feminine and neuter genders and vice versa. The word including will mean
including without limitation.
f. The status of DISTRIBUTOR shall be that of an independent contractor.
Nothing in this agreement shall constitute or be deemed to constitute a
partnership or joint venture between the parties or constitute or be deemed
to constitute DISTRIBUTOR as the agent of BOTTLER for any purpose
whatsoever and DISTRIBUTOR shall have no authority or power to bind
BOTTLER in any manner whatsoever or to assume or incur any obligation or
responsibility, express or implied, for or on behalf of, or in the name of
BOTTLER, except as specifically provided for herein. DISTRIBUTOR shall not
list, print or display BOTTLERs name in any manner so as to indicate or imply
that there is an employer-employee or a principal-agent relationship between
BOTTLER and DISTRIBUTOR. All expenses related to DISTRIBUTORs
performance of this Agreement shall be borne by DISTRIBUTOR who shall be
solely responsible for the payment thereof.
g. The failure by either party at any time to require performance by the other
party of any provision of this agreement shall in no way affect its right to
require performance at any time thereafter, and no term or provision of this
agreement is deemed waived and no breach excused unless such waiver or
consent is in writing and signed by the party to have so waived or consented.
Any consent by any party to, or waiver of, a breach by the other party,
whether expressed or implied, does not constitute a consent to, waiver of, or
excuse for, any other different or subsequent breach by such other party of
the same or any other provision.
13
h. If any provision of this agreement shall, to any extent, be held to be invalid or

unenforceable, it shall be deemed to be separate and severable from the
remaining provisions of this agreement, which shall remain in full force and
effect and be binding as though the invalid or unenforceable provision had
not been included.
i. Each of the parties hereto covenant and agree to execute and deliver such
further and other agreements, assurances, undertakings or documents,
cause such meetings to be held, resolutions passed and by-laws enacted,
exercise their votes and influence and do and perform and cause to be done
and performed any further and other acts and things as may be necessary or
desirable in order to give full effect to this agreement.
j. Unless otherwise specifically provided for herein, all monetary amounts
referred to herein shall be in lawful Euro-currency.
k. The division of this agreement into articles and sections is for convenience
of reference only and shall not affect the interpretation or construction of
this agreement.
l. The language of all communications between the parties pursuant to this
agreement, including notices and reports, will be the English and Chinese
language.
m. This agreement may be executed in identical duplicate counterparts, each of
which shall be deemed an original, and both of which together shall
constitute one and the same instrument. The delivery by facsimile
transmission of an executed counterpart will be deemed to be valid
execution and delivery of this agreement and each party hereto undertakes
to provide each other party hereto with a copy of the agreement bearing
original signatures as soon as possible after delivery of the facsimile copy.
14. GOVERNING LAW AND ARBITRATION

a. The parties agree that the validity, operation and performance of this
agreement shall be governed by and interpreted in accordance with the laws
of the Peoples Republic of China and the federal laws of the Peoples
Republic of China applicable therein (notwithstanding conflict of law rules),
and the parties do expressly and irrevocably attorn to the jurisdiction of
courts of the Peoples Republic of China with respect to any matter or claim,
suit, action or proceeding arising under or related to this agreement.
IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed as of the day and year first written above:
BOTTLER:
AQUAWELL GROUP AG
17.12.17
14
..
Rep. Mr. Biagio Zoccolillo Rep. Mr. Mischa Jovanovic Rep. Mr. Jovan
Simunovic
Chairman of the Board Chief Executive Officer Head
Production
Pass No. X4500057 Pass No. X2664248 AQUAWELL PRODUCTION
D.O.O. Pass No. 009023829
PURCHASER:
SHENZHEN SHIHUI IMPORT & EXPORT TRADE CO. LTD.
17.12.17
.
Rep. Mr. Zhang Haihui
Managing Director and Owner of the company
Pass No. E1749494
SCHEDULE A
(To the BOTTLING AND SALES AGREEMENT effective as of 2017-12-22)
A1) LIST OF PRODUCT AND PRODUCT PRICES 2018

(Prices after 31.12.2018 could change)
P.E.T. Products GROSS Discount Marketing Net Price

Price Distributor and Trade Distributor
15
Discount

0.33 lit. Kids water bottle 0.200 13% 8% 0.016 0.158
0.026

0.50 lit. Kids water bottle 0.270 13% 8% 0.022 0.213
0.035

2.00 lit. Baby water bottle 0.400 15% 8% 0.032 0.308
0.060

0.50 lit. Still water bottle 0.240 10% 8% 0.019 0.197
0.024
0.50 lit. Sparkling water
0.240 10% 8% 0.019 0.197
bottle 0.024

0.035
0.290 12% 8% 0.023 0.232
bottle 0.035
Marketing
GROSS Discount Net Price
GLASS Products and Trade
Price Distributor Distributor
Discount

0.020
0.285 7% 8% 0.023 0.242
bottle 0.020

0.057
0.638 9% 8% 0.051 0.530
bottle 0.057
All prices are F.O.B/ExW
BOTTLER: PURCHASER:
17.12.17 17.12.17
AQUAWELL GROUP AG SHENZHEN SHIHUI IMPORT &
EXPORT TRADE CO. LTD.

Rep. Mr. Biagio Zoccolillo Rep. Mr. Zhang Haihui
Chairman of the Board Managing Director and Owner of the company
Pass No. X4500057 Pass No. E01749494

Rep. Mr. Mischa Jovanovic
Chief Executive Officer
Pass No. X2664248
16

Rep. Mr. Jovan Simunovic
Head Production
AQUAWELL PRODUCTION D.O.O.
Pass No. 009023829
SCHEDULE A
A2) PACKAGING OF THE PRODUCTS
1. BOTTLE PACKAGING
Bottle size (P.E.T.) Packaging (Option 1) Packaging (Option 2)
0.33 lit. Kids water Thermo-shrink foil Cardboard boxes
12 Bottles (12-Pack) 18 Bottles (18-Pack)
0.50 lit. Kids water Thermo-shrink foil Cardboard boxes
12 Bottles (12-Pack) 12 Bottles (12-Pack)
2.00 lit. Baby water Thermo-shrink foil No Cardboard boxes
6 Bottles (6-Pack)
0.50 lit. Still water Thermo-shrink foil Cardboard boxes
12 Bottles (12-Pack) 12 Bottles (12-Pack
0.50 lit. Sparkling Thermo-shrink foil Cardboard boxes
water 12 Bottles (12-Pack) 12 Bottles (12-Pack)
1.50 lit. Still water Thermo-shrink foil No Cardboard boxes
6 Bottles (6-Pack)
1.50 lit. Sparkling Thermo-shrink foil No Cardboard boxes
water 6 Bottles (6-Pack)
Bottle size (GLASS) Packaging (Option 1) Packaging (Option 2)

0.33 lit. Still water No. Thermo-shrink foil Cardboard boxes
18 Bottles (18-Pack)
0.33 lit. Sparkling No. Thermo-shrink foil Cardboard boxes
1.00 lit. Still water No. Thermo-shrink foil Cardboard boxes
6 Bottles (6-Pack)
1.00 lit. Sparkling No. Thermo-shrink foil Cardboard boxes
2. TRANSPORT PACKAGING
Transport (P.E.T. and Option 1: 20ft Option 1: 40ft Container
GLASS) Container
0.33 lit. Kids water Thermo-shrink foil: Thermo-shrink foil:
P.E.T. Packaging with EURO- Packaging with EURO-Pallets
Pallets 30 Pallets x 2016 bottles
17
13 Pallets x 2016 bottles TOTAL bottles: 60480

TOTAL bottles: 26208
Cardboard boxes:
Cardboard boxes: Packaging without any
Packaging without any Pallets
Pallets 4158 x 18-Packs
2232 x 18-Packs TOTAL bottles: 74844
0.50 lit. Kids, Still and Thermo-shrink foil: Thermo-shrink foil:
Sparkling water P.E.T. Packaging with EURO- Packaging with EURO-Pallets
Cardboard boxes:
Cardboard boxes: Packaging without any
Packaging without any Pallets
Pallets 3660 x 12-Packs
1860 x 12-Packs TOTAL bottles: 43920
1.50 lit. Kids, Still and Thermo-shrink foil: Thermo-shrink foil:
Sparkling water Packaging with EURO- Packaging with EURO-Pallets
P.E.T. Pallets 30 Pallets x 504 bottles
TOTAL bottles: 6552
No Cardboard boxes
No Cardboard boxes
2.00 lit. Baby water Thermo-shrink foil: Thermo-shrink foil:
P.E.T. Packaging with EURO- Packaging with EURO-Pallets
TOTAL bottles: 4992
No Cardboard boxes
No Cardboard boxes
0.33 lit. Still and Sparkling Cardboard boxes: Cardboard boxes:
GLASS Packaging with EURO- Packaging with EURO-Pallets
1.00 lit. Still and Sparkling Cardboard boxes: Cardboard boxes:
GLASS Packaging with EURO- Packaging with EURO-Pallets
TOTAL bottles: 6240 (Glass must be transported with
(Glass must be transported with Pallets)
Pallets)
18
SCHEDULE B
FIRST ORDER
The DISTRIBUTOR is ordering the first quantity as following:
No. Net
No. Cardboard Value of
P.E.T. Product Volume 20ft Price
boxes the goods
Container bottle
18-
Pack
0.33 lit. Kids water 80352 4464 2 0.158
(Cardboa 12'695.62
rd Boxes)
12-
0.50 lit. Kids water 44640 3720 Pack 2 0.213 9'508.32
(Cardboa
rd Boxes)
12-
0.50 lit. Still water 44640 3720 Pack 2 0.197 8'794.08
(Cardboa
rd Boxes)
19
12-
0.50 lit. Sparkling Pack
44640 3720 2 0.197 8'794.08
water (Cardboa
rd Boxes)
No. Net
P.E.T. Product Volume 40ft Price
boxes the goods
Container bottle
6-Pack
1.50 lit. Still water 30240 5040 (Cardboa 2 0.232 7'015.68
rd Boxes)
1.50 lit. Sparkling 6-Pack

30240 5040 (Cardboa 2 0.232 7'015.68
water rd Boxes)
6-Pack
2.00 lit. Baby water 23040 3840 (Cardboa 2 0.308 7'096.32
rd Boxes)
29779
TOTAL 29544 14 0.205
2 60'919.78
The OWNER will be ready from 01.03.2018 to provide the Glass products to
the DISTRIBUTOR.
No. Net
GLASS Product Volume 20ft Price
boxes the goods
Container bottle
18-
0.33 lit. Still water 35100 1950 Pack 2 0.242 8'494.20
(Cardboa
rd Boxes)
18-
0.33 lit. Sparkling Pack
35100 1950 2 0.242 8'494.20
water (Cardboa
rd Boxes)
6-Pack
1.00 lit. Still water 12480 2080 (Cardboa 2 0.530 6'614.40
rd Boxes)
1.00 lit. Sparkling 6-Pack

12480 2080 (Cardboa 2 0.530 6'614.40
water rd Boxes)
TOTAL 95160 8060 8 0.317 30'217.20
Summary
Value of the 1st order in P.E.T. Products (from signing this 60'919.78
agreement)
Value of the 1st order in GLASS Products from 01.03.2018 30'217.20
TOTAL 91136.98
This prices are net prices and all discounts are granted. The prices are
F.O.B. / ExW. Products are with Serbian label declarations, the DISTRIBUTOR
is responsible for the declaration of the goods for its territory and at the
20
territory.This order is valid after signing this agreement and payment of the
goods in advanced.
OWNER: DISTRIBUTOR:
17.12.17 17.12.17
AQUAWELL GROUP AG SHENZHEN SHIHUI IMPORT &
EXPORT TRADE CO. LTD.

Rep. Mr. Biagio Zoccolillo Rep. Mr. Zhang Haihui
Chairman of the Board Managing Director and Owner of the company
Pass No. X4500057 Pass No. E01749494

Rep. Mr. Mischa Jovanovic
Chief Executive Officer
Pass No. X2664248
.
Rep. Mr. Jovan Simunovic
Head Production
Pass No. 009023829
SCHEDULE C
21
CONTACTS
AQUAWELL GROUP AG
Erlistrasse 6
6403 Kssnacht am Rigi Switzerland
Commercial Reg. No. CHF-101.088.699
Contact:
Office No. +41 43 931 7750
Office Fax. +41 43 931 7751
info@aquawell.com
www.aquawell.com
www.saint-johns.com
Person:
OWNER Mr. Mischa Jovanovic, Chief Executive Officer
e-Mail: mischa.jovanovic@aquawell.com
Mobile: +41 79 627 12 48
Production:
Galovici bb
31260 Kosjeric - Serbia
Person:
Mr. Jovan Simunovic, Head of Production and Factory
e-Mail: jovan.simunovic@aquawell.com
Tel: +381(0)31 3155 101 | Fax: +381(0)31 3155 102
Mobilni tel: +381 69 3155 880
SHENZHEN SHIHUI IMPORT & EXPORT TRADE CO. Ltd.
Headquarters: Room 201, Block A, No. 1 Qianwan Road One,
Qianhai Shenzhen Hongkong Modern Service Industry
Cooperation Zone, Shenzhen, China
Contact:
Office No. +86 755 83977982
DISTRIBUTOR e-Mail: 516181256@qq.com
Person:
Mr. Zhang Haihui, Managing Director
Mobile: +86 136 9186 2272
Mr. Miroslav Adrovi
Mobile: +86 150 1349 1444
E-Mail: dream_HongKong@yahoo.com
22

Attachment

Diunggah oleh

Informasi Dokumen

Judul Asli

Hak Cipta

Format Tersedia

Bagikan dokumen Ini

Bagikan atau Tanam Dokumen

Opsi Berbagi

Apakah menurut Anda dokumen ini bermanfaat?

Apakah konten ini tidak pantas?

Hak Cipta:

Format Tersedia

Attachment

Diunggah oleh

Hak Cipta:

Format Tersedia

BOTTLING AND SALES AGREEMENT / SHENZHEN SHIHUI IMPORT & EXPORT TRADE CO. LTD. 22.12.

BOTTLING AND PURCHASE

(hereinafter referred to as BOTTLER).

(hereinafter referred to as PURCHASER).

PRODUCER is the manufacturer of the Products (as hereinafter defined);

NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the

A)AFFILIATE of a party means any person which directly or indirectly

H) PRODUCT OR PRODUCTS means the finished goods manufactured and

2. PURCHASE ORDERS AND SUPPLY OF THE PRODUCT

Kosjeric in the Republic of Serbia is producing the products. The BOTTLER is

3. PRODUCT PRICING AND PAYMENT

EUR-Account No. 0235 00113553.60E

(Bank details may change during the term of this

4. QUALITY AND CHANGES IN PRODUCTS

a. BOTTLER guarantees that the quality of product supplied under this

5. PACKAGING AND WAREHOUSING RESPONSIBILITIES

7. SALES AND MARKETING OF THE PRODUCT

8. ADDITIONAL OBLIGATIONS OF THE PURCHASER

ii. commit and adhere to the highest standards of operation, including

9. REPRESENTATIONS AND WARRANTIES OF THE PURCHASER

10. CONFIDENTIAL INFORMATION AND NON-COMPETITION

c. PURCHASER acknowledges that in its relationship with BOTTLER and/or by

ii. that it will maintain the absolute confidentiality of the confidential

thereafter refrain from using or disclosing any such confidential information

g. If BOTTLER continues to supply product to PURCHASER after

12. LIMITATION OF LIABILITY AND INDEMNITIES

transmission if during normal business hours, or, if after business hours, on

h. If any provision of this agreement shall, to any extent, be held to be invalid or

14. GOVERNING LAW AND ARBITRATION

A1) LIST OF PRODUCT AND PRODUCT PRICES 2018

P.E.T. Products GROSS Discount Marketing Net Price

A2) PACKAGING OF THE PRODUCTS

Bottle size (GLASS) Packaging (Option 1) Packaging (Option 2)

13 Pallets x 2016 bottles TOTAL bottles: 60480

The DISTRIBUTOR is ordering the first quantity as following:

1.50 lit. Sparkling 6-Pack

1.00 lit. Sparkling 6-Pack

Anda mungkin juga menyukai