Joint Venture Agreement

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Joint Venture Agreement
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Joint Venture Agreement

This agreement is entered between:

Mina International Ltd., a private company with limited liability incorporated under the Indian law having their registered office at  Add. Of Company

And

tina & Distribution  a   private liability with limited liability incorporated under the Italian law having their registered office at: ( Add.of com).

Whereas,meenais a well-known jewellery manufacturer, designer and exporter of jewellery to various markets in the U.S.A and Europe.

Whereas, TEENA is a worldwide renowned company in the jewellery business and in particular, specializing in the Italian market.

Whereas, “MEENA” on one hand and “TEENA” on the other (both hereinafter referred to as the “Parties”) intend to coorporate in the marketing ofmeenajewellery products in Italy.

It is hereby agreed by and between the “Parties” as follows:

TEENA’s commitments:

1.     It is hereby agreed by the parties that TEENA is appointed as the marketing representative and distributors formeenain the territory of Italy.

2.     TEENA will establish its sales & marketing policy and will hire the sales & marketing personnel at their own discretion and cost.

3.     TEENA will establish a credit line to their customers based on previous knowledge and experience.

4.     TEENA will collect the receivables on behalf ofmeenaand will coordinate deliveries of sold itemized jewellery to the specific customers. The funds so collected will be passed on to MEENA without any delay.

5.     TEENA will assist MEENA (at MEENA’s cost) to insure the whole collection of MEENA Jewellery that will be placed as exposition in TEENA’s office in or carried by the sales agents for the show all over Italy with a policy that reimburses the real value of the goods (generally around 60% of the price-list value) but provides an overdraft of 10% for safe-locked goods and of 20% for the jewellery held by the agents. The risk must be on the part of TEENA It is agreed that the items from the exposition can be sold with mutual consent after paying the required Duties and Taxes.

6.     It is agreed that the beneficiary of the insurance mentioned in Para.5 in case of loss shall be TEENA

7.     Under consignment sale of Jewellery, the ownership will remain withmeenaat all the times andmeenawill have the rights to call back at their expense ifMeena so desire.

TEENA commitments:

1.     MEENA shall provide TEENA with full line of its products as mentioned in annex A (attached hereby) to be kept as rolling exposition in Italy.

2.     The items in annex A shall change from time to time in accordance withmeenaline of products.

3.     MEENA will attend one or more show in Italy as per mutual understanding.meenawill produce promotional materials such as boxes, catalogues, guarantees, window displays, etc.   

Commission

1.     MEENA will pay TEENA two different modes of commission for the customers introduced by TEENA  and will be according to the type of product sold :

a.     MEENA Jewellery collection and consignment sale

b.     Special orders

2A.          For items sold from themeenaJewllery collection the commission awarded to TEENA will be 20% of the retail price paid by the customer. This commission of 20% will be paid as 10% commission + 10% as expenses incurred by TEENA for which an expenses statement will be required  from TEENA’sMeenade.

2B. For special orders where TEENA has no relative advantage in production, the commission will be fixed from time to time by mutual consent.

3.   The sales commission must be paid for orders made by the sales agents and also for orders made directly by TEENA customers. TEENA will have to transmit copies of these to TEENA.

Terms of payments – logistics

1.  TEENA will process orders to TEENA on a daily basis.

2.  For each sold item from the TEENA Jewellery collection the sales agent will receive post-dated cheques made out to TEENA on an average of 120days, but not more than 180 days for the last installment

3.  The shipping cost will be absorbed by TEENA and only 70 Euro will be charged to the customer. Shipments under the value of of 1,000 Eurothe full transportation cost could be added to the selling price.

4.     Direct Orders processed to TEENA will be shipped directly to customers activating the auto- Invoice via courier service against post dated cheques made out to TEENA If this option of post dated cheques will not be possible, then the customer will commit himself to transfer the payment on the agreed-upon dates directly to the account TEENA in Europe. Consolidated orders for various customers will be shipped to office.

5.  Orders will be sent to TEENA that will have the possibility to choose either to accept them or not. In the case of non acceptance, or eventual changes, TEENA will have to communicate this via fax or email within 7days. If no communication is made, the orders will be considered accepted at conditions expressed on them andMeena will have to deliver the goods as the sales commissions for the work carried out must be recognized.

6.  Payment for commission to be awarded to TEENA for executed sales will be performed only after receivables are received by TEENA on average 15days of the preceding month.

7.  Losses of any kind due negligence, unpaid shipments, not insured theft, bounced checks for amount unclear, will be deducted from the commission due to TEENA. Unpaid cheques will be returned to TEENA for legal steps to be taken against the defaulters. Funds collected from legal proceedings will belong toMeena. It is agreed that the value of eventual losses will be given at 60% of the value of the goods indicated on the invoice. 50% of this amount will be covered by TEENA, remaining 50% byMeena. Only if these are not attributable solely on account of TEENA. For such losses which are solely on account of TEENA, there will be not be any sharing byMeena.

Law

          It is agreed between the parties that the Indian law shall be governing this agreement and applicable for settlement of any kind of dispute or disagreement that shall arise from the contract. However, Italian law will be applicable in the event of litigation between TEENA and customer.

General

1.       It is agreed between the parties that for all legal and practical purpose all the sales agents shall be considered TEENA employees.

2.       This agreement in general and terms of Payment as well as the commission awarded in particulars are to be kept confidential.

Termination

1.     This contract shall come into effect as soon as it isMeenagned by both parties and shall stay in effect until 31.12.2008. During 2008 TEENA must generate minimum sales forMeena products of 300,000 Euro. Renewal and extension of this agreement will always be done on mutual consent and to the satisfaction of the both the parties.

2.     In case of violation of any agreement or the spirit of this agreement by either party, them the aggrieved party will need to communicate in writing the intention to terminate the agreement with a written notice of at least 3 months in order not to be charged any penalties. In the case one of the parties give notice to quit, but without an evident motivation, the withdrawing party will have to pay a penalty equal to sales commission generated in the last two years of the agreement. TEENA agrees to determine a minimum annual target to be defined by September 30^th for the following year. Derogatory to this point, it is now agreed that for the year 2008 & 2009 TEENA is expected to reach a 30% increase on annual results.

Signed Today   _____________

                   Meena International LTD

Meenagned Today   _____________

                   Teena & Distribution