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Written agency contrac Entrusting party: Leling Haiyu Auto Parts Manufacture Co., Ltd (hereafter referred to as party A simply)
Agency: (hereafter referred to as party B simply)
All the articles in the contract are drawn up according to the Contract Law of the People's Republic of China after negotiation of party A and party B in the principle of “reciprocity and mutual benefit” in order to safeguard the lawful rights and interests of the two parties. The relevant means and conditions on how party B can act as an agent of party A for “Haiyu” auto air cleaner, air conditioner cleaner, lubricating oil filter, fuel filter, and other product series are as follows:
I. Acting products
The acting products are classified into two parts:
1.1 “Haiyu” products: ( )
1.2 FAW supported products (83 kinds of FAW standbys).
II. Acting territory
2.1 ( ) Province ( ) City (Region)
III. Acting period
3.1 Party A authorizes party B to be its agent from year ( ) month ( ) day ( ) to year ( ) month ( ) day ( )
4.1 The first order amount of party B should be RMB ( ), minimum monthly sales volume for “Haiyu” auto cleaner in the acting period should be RMB ( ), and minimum annual sales volume should be RMB ( ).
4.2 Party B should complete 30% of the minimum annual sales volume in 5 months after signing the contract in its valid period, otherwise, party A has the right to cancel the agent qualification of party B in the territory and look for other agents.
4.3 In order to gain the agent qualification, party B should transfer the agent qualification and credit deposit RMB ( ) to the account of party A within ( ) days after signing the agreement, otherwise, party B will be considered to have given up the agent right.
V. Agent right guarantee
5.1 In the effective period of the contract, party A can not authorize any other first level sales agent for the acting products in the territory.
5.2 In the effective period of the contract, if customers from the acting territory of party B want to purchase the acting products from party A directly, then party A should deal with the matter in the following means:
a. Party A should recommend the customer to party B, and assist party B to complete the selling to the customer;
b. If party B can not reach a sales contract with the customer, then party A is responsible to sign the sales contract with the customer and sell acting products to him; the sales volume should be counted in the annual sales volume of party B, and return 50% profit of price difference (after paying tax and duties) to party B basing on the product price that party B enjoys;
5.3 In the effective period of the contract, party B can not sell the acting products to other authorized territories, if he breaches the regulation, he will considered to have breached the contract, then party A will try to punish party B in the means of circulating a notice of criticism, warning, stopping delivery, or even canceling the agent right.
5.4 In the effective period of the contract, if party B can not carry out successfully the regulations of the contract (failure because of force majeure factor is excluded), the contract should be cancelled automatically.
VI. Rights and obligations of party A
6.1 Party A has the rights to develop the local market with party B or by himself, and should endeavor to guide other customers to obtain goods through party B;
6.2 Party A can set or adjust the lowest retail price and agent price of the products according to practical situation of the market;
6.3 Party A has the right to monitor the sales activity of party B for the acting products, guarantees that agent system is carried out soundly, and ensures the fair competition condition;
6.4 In the effective period of the contract, party A has the right to cancel agent right of party B in his territory, if party B breaches the contract and sells acting products to other territories at a price lower than the agent price set in the contract without the written consent of party A;
6.5 Party A is responsible to assist party B in developing the market of acting territory;
6.6 If party A makes advertisements in the acting territory of party B, he should represent the agent level of party B, and provide party B with proper advertising promotion support, technical training, and after-sales service support;
6.7 Party A is responsible to protect the market of party B in his acting territory from the influence of acting product price or others from other territories by all means;
6.8 If products have to be replaced because of quality problem of party A, then party A shall shoulder the freight;
6.9 Party A should guarantee the product quality (in accordance with corporate standards), and shoulder the economic loss caused by quality;
6.10 Party A is responsible to provide party B with product information, which is helpful to the selling activity of party B;
6.11 If party A changes his operation materials, he should inform party B by fax in two days, in order to avoid causing influence to sales activity of party B.
VII. Rights and obligations of party B
7.1 Party B can discuss with party A on the plans and methods of commonly developing the market in his acting territories, and gains support from party A;
7.2 In order to support party B in his sales activity, party A can provide party B with advertising support in proper situation; as detailed advertising and propaganda plans vary with territories, party B should provide party A with detailed media and propaganda information of his acting territory;
7.3 If party B completes its minimum annual sales volume mentioned in the contract, he can keep its position in the market and corresponding rights, and can also expand his acting territory;
7.4 In order to guarantee that the annual sales objective of party A in the acting territory of party B can be realized, party B should expand distribution channels, try to promote the sale of products by all economic and feasible measures, and endeavor to increase the product’s share in the local market; otherwise, party A has the right to arrange other agents or cancel the agent qualification of party B;
7.5 Party B or his subagents (dealers) should strictly conform to the policies for different level sales agents agreed by the two parties, agents or dealers who breach the contract in price for different level agents or dealers should be punished, and the retail price of party B in his local market should not be lower than that regulated;
7.6 Party B can not directly sell the acting products to other unauthorized territories (if he wants to sell acting products to the territories where party A has not established regional agents, he should gain the consent of party A, and inform party A in time for record).
7.7 Party B should always maintain the brand image of party A, and arrange well his distribution and after-sales service in the local market;
7.8 Party B should establish a long-term communication channel with party A, and provide party A with market information about his acting territory;
7.9 Party B should provide order planning and monthly order to party A within the time that party A requires;
7.10 Party B should assist party A to solve business related affairs, such as quality complaint, trademark infringement, and fake product, etc, so as to maintain the common benefits of the two parties;
7.11 If party B changes his operation materials, he should inform party A by fax in two days, in order to avoid causing influence to sales activity of party A.
8.1 As the agent in ( ) territory, party B enjoys the right to purchase the acting products at a preferential price, and the preferential price list for the acting products can be seen in attachment 1;
8.2 If party A changes the price, he should inform party B one month in advance, but the adjusted price is not available for the products in stock of party B.
IX. Terms of delivery and payment
9.1 In three days after signing the contract, party B should transfer the amount for first order to the appointed bank account of party A, and then party A should start to supply goods to party B from the seventh day after receiving the payment;
9.2 Payment of party B should be carried out in the following way: Delivery after receiving payment;
9.3 In each month, party B must order the acting products from party A, and fill in order form, which must be signed by main principal or authorized person of party B and stamped, then transferred to party A by fax; and party A will deliver the goods after checking the order form and receiving the payment;
9.4 If any party wants to change the commodity category and quantity on the order, he must obtain the written consent of the other party in advance;
9.5 For the first order after signing the contract, party A will pay the freight at a time, but if party B wants partial delivery, the freight should be shouldered by the two parties after negotiation; if every order quantity of party B is over 10 pieces, the freight will be shouldered by party A, but party B shall shoulder the freight if his order quantity is less than 10 pieces;
9.6 As to the commodity category for the first order of party B, party A will be responsible to adjust within three months, but the freight shall be shouldered by the two parties.
X. Rebate conditions and regulations
If annual sales volume of party B is RMB ( ) more than the minimum annual sales volume, 3% of total amount will be returned to party B as his profit; if annual sales volume of party B is RMB ( ) more than the two-time minimum annual sales volume, 5% of total amount will be returned to party B as his profit; the returned profit is in kind, which will be settled in every contract year, but the returned profit will be cancelled automatically if party B ceases to carry out the contract in midway.
XI. Effective condition and effective date of the contract
The contract will come into effect on the following conditions:
11.1 The contract should be signed and stamped by the party A and party B;
11.2 Payment for the first order of party B should transfer to the appointed bank account of party A within the period mentioned in the contract;
Contract life depends on the conditions that party A requires party B within agent period:
1. If party B meets the requirements mentioned in the contract, and asks to continue his agent right, then party A should guarantee the prior signing right of party B;
2. In effective period of the contract, party A should award party B an agent power of attorney with signature of General Manager of party A and the seal.
XII. Breach, termination, and transfer of the contract
12.1 The two parties should strictly carry out their obligations, if party A breaches the contract, then he should compensate the corresponding economic loss of party B; if party B breaches the contract, then party A has the right to cancel the agent qualification and asks the corresponding economic compensation;
12.2 If party B breaches the “Agent (Dealer) Management Regulations” drawn by party A, then party A has the right to terminate the contract if the thing is very serious;
12.3 Before the expiry of the written contract, if two parties don’t propose to sign the relevant contract about agent affair for the following half year, the contract will become invalid automatically when reaching the expiry of the contract.
12.4 When the contract terminates, party B should stop at once to use the agent power of attorney authorized by party A, name, mark, and sign of party A, otherwise, any economic dispute and loss caused therefrom should be shouldered by party B;
12.5 Without the written consent of party A, party B can never transfer or reveal the content and right of the contract to other companies, organizations, or individuals.
XIII. Other regulations
13.1 The contract is in quadruplication, and two for each party;
13.2 For matters uncovered in the contract, which should be settled down on the basis of friendly negotiation of the two parties;
13.3 If any dispute happens, it should be arbitrated by Leling People’s Court or Leling Economic Contract Arbitration Committee;
13.4 Attachments of the contract are: Agent Price List for Haiyu Auto Cleaner (attachment 1), Copy of Business Licenses (Duplicate) of the Two Parties, ID Card Copy of Legal Persons of the Two Parties (the above mentioned documents are effective with the stamp).
13.5 Agent (Dealer) Management Regulations provided by party A.
Party A: Leling Haiyu Auto Parts Manufacture Co., Ltd
Stamp:
Contact representative:
Date:
Party B:
Stamp:
Contact representative:
Date: |
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