Authorized Distribution Agreement

Establish a tripartite agreement

Party A (licensor): Pacific Pump Industry Group Co., Ltd

Party B (licensee):

Date of Agreement Signing: Location of Agreement Signing:

Party C (Guarantor):

Party C undertakes to assume joint and several liability for all debts, liquidated damages, interest, etc. owed by Party B to Party A in the course of its business activities, using its personal property.

In order to jointly explore the sales market of the water pump series products produced by Pacific Pump Industry Group Co., Ltd. in the region, Party A and Party B have reached the following agreement on the relevant matters of cooperative sales of the "Pacific" brand through full consultation on the basis of voluntary equality and mutual benefit.

oneThe validity period of this agreement is year moon Day to Day year moon Day.

IIBoth Party A and Party B must provide relevant legal proof materials when signing the agreement:

(1) Copy of business license (applicable to both parties);

(2) Copy of tax registration certificate (applicable to both parties);

(3) Copy of Organization Code Certificate (applicable to both Party A and Party B); (4) Please provide a copy of the responsible legal representative and two 2-inch passport sized photos (applicable only to Party B);

(5) Authorization letter for authorized distribution (applicable only to Party A);

(6) Other necessary licenses (applicable to both parties).

IIIThe first party authorizes the second party to province The sales agent of the city is engaged in the sales business of the "Pacific" brand series products in the region.

*Rights and obligations of both Party A and Party B

• Rights and Obligations of Party B

1. The second party, as the distributor of the first party's products in the region, shall enjoy relevant sales policies and actively fulfill relevant obligations.

2. The second party is responsible for the market network development, construction, and management of the "Pacific" brand series products of the first party in its distribution area.

3. The second party must engage in the sales business of the "Pacific" brand series products within the distribution area. If there is a need for cross regional operations in business, it must be reported to Party A and the person in charge of the region in advance for approval after consultation. If Party B's unauthorized cross regional operations cause market conflicts and damage the company's image, once discovered, Party A has the right to reserve the right to double the punishment for Party B.

4. The second party shall actively maintain market unity and stability within the distribution area, and strive to promote the "Pacific" brand.

5. The second party must operate in accordance with the law, bear its own profits and losses, and independently assume economic and civil liabilities. All debts and liabilities of the second party in its operations shall be borne by the second party and have nothing to do with the first party. If the illegal operation is investigated by relevant departments and causes adverse effects or losses to Party A, Party B shall bear all breach of contract responsibilities and compensate Party A for all losses.

2、 Rights and Obligations of Party A

1. The first party has the obligation to actively maintain the distribution scope of the second party. If the second party discovers that other distributors have engaged in cross regional operations, the first party will promptly coordinate and maximize the protection of the legitimate rights and interests of the second party from infringement.

2. If the Network Information Department (or Sales Department) of Party A receives inquiries or intended orders from customers in Party B's region, Party A will send them to Party B by email or fax, and Party B will be responsible for negotiating business with the customer. Party A will not participate in this process. After the completion of the business negotiation with non existing customers of Party B, the amount of the contract shall be calculated based on the 3 %As an information service fee for Party A, to enhance the enthusiasm of sales personnel.

3. If the customer wants to sign a contract with Party A or if Party B cannot coordinate with the customer and the contract is ultimately signed between Party A and the customer, the order will be included in Party B's annual sales quota. However, after the business is negotiated, the amount of the contract will be calculated based on 3 %As a cooperation service fee for Party A, to enhance the enthusiasm of sales personnel. If Party A signs a contract with Party B's regional customers without Party B's permission, Party A shall pay Party B the contract amount 20 %The penalty for breach of contract.

4. The first party is responsible for providing the second party with qualified products that meet national quality standards.

5. To support and cooperate with Party B's sales, Party A will distribute 20 promotional brochures based on Party B's sales volume. Any excess samples or manuals will be charged at the printing cost price.

6. In the sales contracts of various businesses, all products or accessories that do not require external purchase by Party A must be approved and uniformly inspected by Party A before being registered and recorded for filing. Without the approval of Party A, Party B shall not use the "Pacific" brand or similar names, nameplates, or trademarks for any purchased parts without Party B. Once seized, Party B shall pay a penalty of 100000 yuan to Party A and terminate the contract. If Party A produces products and Party B purchases and licenses them without authorization from Party A, Party B shall pay a penalty of 200000 yuan to Party A, confiscate the distribution deposit, and terminate the contract immediately upon discovery.

IIIBoth Party A and Party B shall strictly abide by the contents of this agreement, be honest and trustworthy, and abide by their rights and obligations.

Part 2 Sales Policy

1、 Annual sales quota

1. During the term specified in this agreement, Party A grants Party B the right to distribute the "Pacific" brand * in the region. Based on market conditions and mutual consultation, Party A sets Party B's annual sales quota target as 100 Ten thousand yuan, the sales limit shall be based on the actual amount received from Party A's account.

2. Customers who have business dealings with Party B visit Party A for inspection. The positioning of relevant social and accommodation expenses shall be determined by Party B, and Party A shall advance payment to be borne by Party B and pay Party A in a lump sum.

2、 Distribution franchise deposit

1. As a distributor within the territory of Party A, Party B shall pay RMB to Party A 2 Ten thousand yuan as a deposit for distribution and franchise.

2. Within one week of the signing of this agreement, Party B shall deposit the franchise deposit into Party A's account and promptly fax the bank receipt to Party A. Otherwise, it shall be deemed that Party B has automatically given up, and Party A shall arrange for a regional distributor separately.

3. At the expiration or automatic termination of the agreement, if Party B * fulfills the agreement, the franchise guarantee deposit will be refunded. If the annual sales quota of Party B is less than 90% of the target, Party A has the right to confiscate the franchise deposit.

3、 Sales rewards

1. In order to enhance the reputation of the "Pacific" brand and encourage the second party to sell at a low profit, the first party will provide the second party with corresponding reward policies based on the sales quota: (see table below)

serial number	Proportion of actual completed sales quota targets	Reward ratio (based on the payment amount)
1	=￥	5%
2	90%≤￥<	4%
3	<￥	Exceeding the sales target by 3%

2. If the annual sales quota of Party B is lower than 90% of the target, Party B shall not enjoy sales rewards, and Party A has the right to unilaterally terminate the contract and revoke Party B's distributor qualification.(Note: High voltage motors or diesel engines purchased by Party B themselves do not enjoy the sales rebate policy, but after the invoice for the purchased products is confirmed by the company, a 7% tax deduction will be refunded to Party B. In addition, large contract projects that require special approval from the company for prices also do not enjoy the sales rebate policy, but can be included in the sales quota indicator.)

3. In order to encourage Party B to actively handle product after-sales related issues, Party A has set up additional maintenance fee rewards as follows:

During the warranty period, if Party B does not incur any maintenance or after-sales expenses from Party A, a reward of 1.5% of the total annual sales amount will be given for maintenance expenses; During the warranty period, if Party B requires after-sales service from Party A, the maintenance costs incurred shall be deducted from 1.5% of the annual sales total.

4. The payment method for sales rewards is: rewards are in the form of goods and not cash.

4、 Cooperative sales

1. During the agreement period, if Party B encounters large-scale bidding projects or projects with low order prices that require joint cooperation between Party A and Party B, a contract must be signed between Party A and the bidding (procurement) party, and all funds must be transferred to Party A's account. The relevant details shall be executed by a separate agreement signed by Party A and Party B.

2. If Party B requests Party A to send technical personnel to jointly tackle the project, the sales expenses and travel expenses of the technical personnel shall be borne by Party B. After the project is completed, part of the expenses shall be jointly advanced by both parties. The profit distribution and related details shall be executed by a separate agreement signed by Party A and Party B.

5、 Contract filing and record management

For the convenience of sales, Party A provides a uniformly printed sales contract for Party B to sign with customers. In order to archive the contract and record sales performance uniformly, Party B shall send copies of the contract to Party A on a quarterly basis for unified filing by Party A.

Part III Supply and Settlement

1、 Order0And supply0

1. The second party makes every order0It is necessary to specify the correct model, specifications, and material (please provide detailed instructions for special requirements) and notify Party A by fax to arrange production and delivery0If the second party's plan is incorrect, the first party shall not be held responsible.

2. The first party receives the order from the second party0After placing the order, immediately organize and arrange production to ensure timely supply0.

3. If Party B places an order0Any changes shall be notified to Party A in writing in advance, otherwise any losses incurred shall be borne by Party B. If caused by force majeure factors0The second party shall understand the delay of the goods.

2、 Supply0Price and settlement

1. Supply0The price is based on the 2013 Pacific Price List 2014 year 1 moon 1 Starting from [date], Party A will set a downward adjustment based on the price list 3 %For the price including tax, the price excluding tax shall be reduced by 13_% on the basis of the price including tax. The price of outsourced products shall be subject to the quotation provided by Party A; The first party may act as the second party

0Transportation,0The transportation shall be borne by Party B.

2. During the term of the agreement, if there are significant changes in market raw material prices, Party A shall adjust the supply uniformly0The price must be notified to Party B in writing in advance.

3、 Settlement

1. Monthly reconciliation

In order to ensure clear and long-term cooperation between Party A and Party B. Both Party A and Party B must reconcile their accounts together once a month. Party A shall provide Party B with the relevant accounts for the previous month before the 3rd of each month. Party B shall complete the reconciliation within 2 working days after receiving them. After confirming that there are no errors, both Party A and Party B must sign and stamp to confirm, and settle the current month in a timely manner0Payment, achieving monthly settlement and clearing.

2. Invoice for value-added portion

The value-added tax invoices required by Party B shall be uniformly issued by Party A, and the amount invoiced by Party B each time exceeds the actual amount issued each time0The value-added tax rate of the settlement amount shall be settled in the following manner:

Invoice amount	￥
Annual value-added ≤ 30%	13%
30% ＜ Annual Value Added ≤ 50%	15%
50% ＜ Annual Value Added ≤ 70%	16%
70%<Annual Value Added	17%

3. If the payment made by Party B is an acceptance bill, a discount fee of 2% of the bill amount will be charged.

4、 Repair and replace0And other services

1. The first party promises that the product warranty period will be within one year after leaving the factory. If any usage malfunction occurs during the period, Party B shall try its best to solve it on site. If it is indeed Party B, Party B shall notify Party A in writing, and Party A shall promptly dispatch personnel to handle it;

2. If the relevant faulty products are confirmed by Party A to have quality problems with Party A's products, all travel expenses and replacement costs shall be borne0retreat0All transportation and miscellaneous expenses shall be borne by Party A;

3. If the quality problem is caused by improper selection, installation or use by the customer of Party B, all travel expenses and replacement costs shall be borne0retreat0The transportation and miscellaneous expenses shall be borne by Party B, and Party B shall also bear the cost0Depreciation expenses for packaging and use of materials;

4. If Party B needs on-site assistance from Party A during the installation or commissioning process, all travel expenses shall be borne by Party B;

5. The first party must accept the returned products from the second party within twelve months from the factory date, and the second party should try to maintain them as much as possible0The object is intact. The first party considers0The condition of the item's integrity will be refunded at a certain percentage discount;

6. The second party withdraws0If the product is missing or exceeds the factory date by more than two years, or if it is sold at a price 25% -50% lower than the current year, it will be recycled;

If the situation is serious, Party A may refuse to accept it or recycle it as waste;

7. Related refunds0The second party must notify the agent of the first party in writing of the matter, so that the first party can receive it0And verification0Provide financial accounting services.

Part Four Other Provisions

1. Once the sales policy agreed upon in this agreement is determined, neither party has the right to unilaterally change it without the consent of both parties;

2. If Party B wishes to renew the contract upon expiration, they must submit a written application 60 days in advance of the expiration of this agreement, and both parties shall negotiate separately.

3. Any matters not covered in this agreement shall be resolved through consultation between Party A and Party B, and a supplementary agreement shall be signed separately; The supplementary agreement is a part of this agreement and has the same legal effect as this agreement.

Part V Dispute Resolution Methods

1. Both parties shall negotiate and resolve the issue on their own;

2. Resolve the dispute through litigation in the location of Party A;

3. Dispute resolution method for this contract: Any disputes arising during the performance of this contract shall be resolved through consultation between the parties. If consultation fails, the parties may file a lawsuit with the People's Court where Party A is located.

Party A: Pacific Pump Industry Group Co., Ltd	Party B:
Address: Qingfeng Road, Dongou Street, Yongjia County, Zhejiang Province	Address:
Legal representative:	Legal representative:
Authorized representative:	Authorized representative:
Number:	Number:
Fax number:	Fax number:
Postal Code: 325100	Postal code
Seal:	Seal:

4. This agreement is made in duplicate, with each party holding one copy. It shall come into effect after being signed and stamped by authorized persons of both parties.