Party A (responsible person): _ _ _ _ _ _ _
Legal address: _ _ _ _ _ _
Legal Representative: _ _ _ _ _ _
Title: _ _ _ _ _ _
Authorized Agent: _ _ _ _ _ _
ID number: _ _ _ _ _ _
Mailing address: _ _ _ _ _ _
Postal code: _ _ _ _ _ _
Tel: _ _ _ _ _ _
Party B (agent): _ _ _ _ _ _
Legal address: _ _ _ _ _ _
Legal Representative: _ _ _ _ _ _
Title: _ _ _ _ _ _
Authorized Agent: _ _ _ _ _ _
ID number: _ _ _ _ _ _
Mailing address: _ _ _ _ _ _
Postal code: _ _ _ _ _ _
Tel: _ _ _ _ _ _
Based on the principles of voluntariness, equality, mutual benefit, honesty and credibility, Party A and Party B, through full friendly negotiation, have reached the following terms and conditions on the sales of Party B acting as Party A's agent in _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _.
I. Institutional areas
1. The agency area of Party B is _ _ _ _ _ _ _ _.
2. Conditions and methods for expanding or narrowing the agency area: _ _ _ _ _ _ _ _
Second, the agent products
1. Party B sells Party A's products as an agent: _ _ _ _ _ _ _
2. Conditions and methods for increasing or decreasing the types of goods to be represented: _ _ _ _ _ _ _ _
3. The agreed new products (Yes/No) include: _ _ _ _ _ _ _ _
Third, the agency authority.
1. Party A authorizes Party B to be the sole agent of _ _ _ _ _ _ _ _ _.
2. Party A shall not set up other agents or dealers in the agency area of Party B. In case of the above situation, Party A shall return the deposit to Party B, and Party B shall have the right to terminate the agency contract immediately and obtain corresponding compensation.
3. Party B shall not smuggle goods across regions. Party A will cancel Party B's agency qualification for cross-regional goods smuggling, and this contract will automatically terminate.
4. Party B shall not operate other similar products that have competition and influence on Party A while operating Party A's products as an agent. Otherwise, Party A has the right to hold Party B liable for breach of contract.
5. For the sales area represented by Party B, Party B can formulate the sales policy according to the actual situation. In principle, Party A will not interfere, but Party B shall be jointly and severally liable for the distribution behavior of itself and its subordinate distributors.
Four. Agency term
1. The agency term of this contract is _ _ _ _ _ _ years, from the date of signing this contract to _ _ _ _ _ _ _ _. According to the contract, both parties can terminate or renew the contract in advance.
2. Where Party B requests to renew this contract, it shall submit a written request to Party A at least _ _ _ _ months before the expiration of this contract. If Party A agrees, sign a renewal contract with Party B. ..
3. Party A and Party B agree that upon the expiration of this contract, Party B can renew the contract if it meets the following conditions:
(1) has performed its obligations under this contract well, and no major breach of contract has occurred;
(2) Party A has paid all due funds;
(3) Sign a document waiving the right to file a lawsuit and arbitration with Party A;
(4) Agree to pay the renewal fee of RMB to Party A;
(5)_________。
Verb (abbreviation of verb) minimum agent sales
Party B promises that the monthly order quantity from Party A is _ _ _ _ _ _, and Party B guarantees that the operating income in a fiscal year is not less than _ _ _ _ _. If the sales target cannot be achieved for _ _ _ _ _ consecutive years, Party A has the right to cancel Party B's agency qualification.
Six, agent commodity prices
1. Distribution price: The price of products uniformly distributed by Party A to Party B shall be determined by the method of cost price plus management fee, but the management fee shall not exceed _ _ _ _ _% of the cost price at most. The cost price consists of input price, input tax, packaging fee, freight and _ _ _ _ _ _. Except for the qualification examination fee and sales rebate, Party A shall not charge Party B other fees or seek any benefits.
2. Sales price: Party B sells products (services) at the retail price suggested (stipulated) by Party A. .. Party B shall not adjust the agreed product sales price without authorization or raise the price in disguised form by charging _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _. _ _ _ _ _ If the retail price suggested (stipulated) by Party A is not in line with the local market situation, Party B shall report to Party A when it needs to adjust the sales price ... Party A shall make a decision to adjust the price according to the unified requirements of the system and the market situation in Party B's region.
Seven. commission
1. Party B's commission is based on the agreed products sold and signed each time. The commission ratio is as follows: _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
2. The commission shall be calculated according to the invoice amount, and any additional expenses such as packing fee, transportation fee, insurance premium, customs duty or customs duty levied by the importing country shall be invoiced separately.
3. The commission shall be calculated and paid in the transaction currency.
4. Party A shall explain to Party B the amount of commission and the related business of commission payment every quarter, and Party A shall pay the commission within 30 days after receiving the payment.
If Party A refuses to accept the inquiry or order introduced by Party B, there will be no commission. If the order contract introduced by Party B has been terminated, Party B has no right to claim commission unless the termination of the contract is due to Party A's responsibility.
VIII. Business Report
1. Party B has the right to accept customers' opinions and complaints about products and notify Party A in time to pay attention to Party A's vital interests.
2. Party B shall do its best to provide Party A with information about the market and competition of the commodity, and shall submit a work report to Party A every _ _ _.
3. Party A shall provide all necessary information to Party B, including sales, price list, technical documents and advertising materials. If the product price, sales situation or payment method change, Party A shall also notify Party B in time.
IX. Promotion, Publicity and Advertising
1. Party B is the sole agent of _ _ _ _ _ _ _ _.
2. Party B has the obligation to publicize the agency products (services) through advertising activities, and bear the advertising expenses according to the provisions of this contract.
3. Party A carries out the advertising plan and issues product advertisements by formulating the overall advertising plan and other rules and regulations; Party B shall, according to the requirements of Party A, publish promotional advertisements and carry out promotional activities in the agency area.
4. Party B shall implement Party A's requirements for advertising activities and shall not publish advertisements in violation of regulations.
5. Party B can plan and implement advertising or promotion activities according to the characteristics of the market in the agency area, but it must obtain the written consent of Party A in advance and carry out it under the guidance of Party A. ..
X. Procurement and sales
1. When Party B needs the goods, it shall send a written order to Party A, and generally send an order for the next month to Party A before _ _ _ _ _ every month, and pay off all the payment before taking delivery.
(1) Party A shall deliver the goods after receiving the full payment from Party B at Party B's location.
(2) Party A may deliver the goods on behalf of Party B, and Party B shall bear the railway freight, automobile transportation and air transportation. The mode of delivery shall be determined by Party B. ..
(3) Party A will fax or send the shipping documents to Party B after delivery. The time of shipment is subject to the time indicated on the shipping documents.
2. Party B shall inspect the product quality within _ _ _ _ _ days after receiving the goods. If the quality and packaging of the products do not meet the quality standards, or the shelf life of the products has exceeded the specified standards, Party A shall exchange or return the products.
XI。 Supervision, training and after-sales service
1. Party A shall guide, inspect, supervise and evaluate Party B's business activities regularly or irregularly on the premise of not affecting Party B's normal business. Party B shall follow the advice and guidance of Party A or its designated supervisor in the course of business operation.
2. Party B shall keep complete and accurate transaction records, and submit the financial statements of the total operating income of last month to Party A before _ _ _ every month.
3. During the validity period of this contract, Party A shall provide Party B or its designated personnel with management responsibilities with no less than _ _ _ _ _ _ business training every year. The training expenses shall be borne by Party A, but the travel expenses of the trainees shall be borne by themselves.
4. During the validity of this contract, Party A shall continuously provide Party B with necessary marketing, service or technical guidance and provide necessary assistance.
5. The products provided by Party A to Party B shall be guaranteed in strict accordance with the warranty provided by Party A and relevant national regulations.
6. After the sale is completed, Party B shall fill in the customer registration form as required by Party A, and return the customer registration form to Party A by fax or other forms on a regular basis every month to facilitate the after-sales service and daily inspection in the future.
7. When Party B has after-sales service requirements, it shall notify Party A of the service requirements and contents in writing, and Party A shall give a reply within _ _ _ _ _ _ _ hours after receiving Party B's notice, confirming the service contents and time, and Party A shall provide Party B with _ _ _ _ _ _ _ _ hours of after-sales service hotline contact service.
Twelve. intellectual property
1. Party A permits Party B to use the trademarks (trade names and logos), patents, copyrights and trade secrets owned by Party A, and Party B enjoys the exclusive license right (exclusive license or general license) in the agency area.
2. Party A makes the following restrictions and reservations on trademark (trade name and logo), patent, copyright, trade secrets and other rights. License to Party B:
(1) is only used by sales agents;
(2) The third party authorized by Party A uses the trade secrets in the agency area in the form of _ _ _ _ _ _ _ _ _ _ _ _;
(3) Trademark license agreement or trade secret license agreement or patent license agreement or other restrictions and reservations made by _ _ _ _ _.
3. Party B shall regularly check the market, and report to Party A truthfully if it finds any illegal acts of any third party infringing Party A's industrial property rights or harming Party A's interests. Party B shall do its best and follow Party A's instructions to help Party A protect it from such acts, and Party A will bear such expenses other than normal agency activities.
4. Party B shall not compete with Party A or help others to compete with Party A, and shall not manufacture agency products or products similar to those on consignment, nor profit from any enterprises competing with Party A. At the same time, Party B shall not act as an agent or sell any products (old or new) that are the same as or similar to the products it represents.
5. Within _ _ _ _ _ years after the termination of this contract, Party B shall not produce and sell similar products for competition, and within _ _ _ _ _ years after the termination of this contract, Party B shall not represent other similar products for competition.
6. All product designs and descriptions belong to Party A, and Party B shall return them to Party A upon termination of the agreement.
Thirteen. assignment of contract
1. During the validity of this contract, Party B shall independently operate the agency business, and shall not transfer all or part of the agency sales business to a third party for management by contracting, leasing, cooperation, entrustment or any other means.
2. Without the written consent of Party A, Party B shall not transfer this contract.
(1) When Party B requests the transfer of this contract, it shall report the reasons and conditions of the transfer and the information disclosure documents made by the transferee according to the provisions of this contract to Party A, and Party A shall make a decision on whether to approve the transfer.
(2) When Party B transfers this Contract, the third party designated by Party A has the priority to transfer it under the same conditions. After Party A sends Party B a priority transfer notice, Party B shall not cancel the transfer or change the transfer price and conditions, otherwise Party B shall not transfer it within _ _ _ _ years.
(3) When Party B transfers this contract, the transferee shall re-sign an agency sales contract with Party A. ..
Fourteen alteration of contract
1. In order to meet the needs of market competition, Party A has the right to make appropriate changes to this contract, but the changes must be in good faith and reasonable, and shall not conflict with the contents of the main contract and the attached agreements in the annex to this contract.
2. Party A shall notify Party B of the reasons, feasibility and related matters of the contract change _ _ _ _ _ days before the specified change time.
3. Party B shall change the agency area according to Party A's regulations and report the implementation to Party A in time.
4. When the contract expires, Party A has the right to replace this contract with a new sales agency contract. The modification of this contract shall be based on the principle of reasonableness and goodwill, and the newly formulated sales agency contract text shall be applicable to all agents.
Fifteen. Termination of contract
1. This contract is terminated due to the following circumstances:
(1) When the Contract expires, Party A and Party B will not renew the Contract;
(2) Party A and Party B terminate this contract through a written agreement;
(3) The purpose of the contract cannot be achieved due to force majeure;
(4) Before the expiration of the term of the contract, one of the parties clearly indicated or indicated by his own behavior that he would not perform the main obligations of the contract;
(5) One party delays the performance of the main obligations of the contract and fails to perform within a reasonable period after being urged;
(6) The purpose of the contract cannot be achieved due to other breach of contract or illegal acts of the parties;
(7) One party declares bankruptcy or dissolution;
(8) The court, government and other administrative acts require the agent to terminate the business;
(9)_________。
2. After the termination of this contract, Party B shall immediately stop using any logos and intellectual property rights of Party A related to agency sales.
3. Party B shall, within _ _ _ _ days from the date of termination of this contract, return all articles provided by Party A for the performance of this contract, including documents and their copies or any other copies.
4. The disposal methods of all remaining products that are intact on the date of termination of this contract and are still under warranty and can be used or sold again are as follows:
□ Party A repurchases at the original selling price;
□ Party B shall handle it by itself;
□_________。
Sixteen. Termination of contract
1. If Party A commits any of the following acts, Party B has the right to unilaterally terminate this contract in written form, and the notice of termination shall take effect from the date when it is delivered to Party A:
(1) Party B suffers economic losses because it does not meet the mandatory provisions of laws and regulations on the qualification of agents at the time of signing this contract;
(2) Before signing this contract, Party B fails to provide relevant information on agency or false information according to laws and regulations, resulting in economic losses;
(3) The third party claims relevant rights from Party B because it does not own or lose the ownership or use right of relevant intellectual property rights at the time of signing this contract or during the validity period of this contract;
(4) A large number of complaints caused by product quality problems were exposed by major media, and the brand image and value and corporate goodwill were seriously damaged.
(5) Stop supplying agent products to Party B without reason;
(6) Publicly licensing the business secrets used by Party B, causing economic losses to Party B;
(7) Party A fails to perform or fully perform any obligation under this contract, and Party B notifies it in writing to make corrections within _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
(8)_________。
2. If Party B commits any of the following acts, Party A has the right to notify it in writing to make corrections, and Party B shall make corrections within _ _ _ _ _ days after receiving the notice. If Party B fails to make corrections within the time limit, Party A has the right to unilaterally terminate the contract by written notice, and the notice of termination shall take effect from the date when it is delivered to Party B:
(1) Selling other products or services without authorization;
(2) Due to management and service problems, a large number of complaints are caused or criticized by major media, which seriously damages the goodwill of Party A's operating system;
(3) Transfer this contract in whole or in part without the prior written consent of Party A;
(4) Deliberately disclosing Party A's business secrets to a third party;
(5) Deliberately reporting false or misleading information to Party A;
(six) to participate in the competition in violation of the provisions on non-competition;
(7) Party A fails to reach the sales target for _ _ _ _ consecutive years and is punished by Party A for more than _ _ _ _ times.
(8) Party B fails to correct any payment under this contract for more than _ _ _ _ _ days;
(9)_________。
Seventeen. Representations and warranties
(1) Party A:
1. Party A is a legally established and existing enterprise, and has the right to sign and have the ability to perform this contract.
2. All procedures (_ _ _ _ _ _) required for Party A to sign and perform this contract have been completed and are legal and effective.
3. At the time of signing this contract, no court, arbitration institution, administrative organ or regulatory body has made any judgment, ruling, ruling or specific administrative act that may have a significant adverse impact on Party A's performance of this contract.
4. The internal authorization procedures required for Party A to sign this contract have been completed, and the signatory of this contract is the legal representative or authorized representative of Party A. After this contract comes into effect, it is legally binding on both parties.
(2) Party B:
1. Party B is a legally established and existing enterprise, and has the right to sign and have the ability to perform this contract.
2. All procedures (_ _ _ _ _ _) required for Party B to sign and perform this contract have been completed and are legal and effective.
3. At the time of signing this contract, no court, arbitration institution, administrative organ or regulatory body has made any judgment, ruling, ruling or specific administrative act that may have a significant adverse impact on Party B's performance of this contract.
4. The internal authorization procedures required for Party B to sign this contract have been completed, and the signatory of this contract is the legal representative or authorized representative of Party B. After this contract comes into effect, it is legally binding on both parties.
Eighteen. secret
Party A and Party B promise to keep confidential the documents and materials (including business secrets, company plans, business activities, financial information, technical information, business information and other business secrets) belonging to the other party during the discussion, signing and implementation of this Agreement. Without the consent of the original provider of materials and documents, the other party shall not disclose all or part of the contents of the trade secret to any third party. Unless otherwise stipulated by laws and regulations or otherwise agreed by both parties. The confidentiality period is _ _ _ _ _ _ _ years.
Nineteen. Notice; pay attention to
1. According to the requirements of this contract, all notices sent by one party to the other party, documents exchanged between the two parties and notices and requirements related to this contract must be in written form and can be delivered by _ _ _ _ _ _ (letter, fax, telegram, face-to-face delivery, etc.). ). If the above methods cannot be delivered, you can take the form of announcement.
2. The mailing addresses of all parties are as follows: _ _ _ _ _ _ _ _.
3. If one party changes its notice or mailing address, it shall notify the other party in writing within _ _ _ _ _ days from the date of change; Otherwise, the uninformed party shall bear the relevant responsibilities arising therefrom.
Twenty, the handling of disputes
1. This contract shall be governed by and construed in accordance with the laws of People's Republic of China (PRC).
2. Any dispute arising from or related to the performance of this contract shall be settled by both parties through friendly negotiation. If negotiation fails, the following (_ _ _ _ _) methods shall be adopted to settle the dispute:
(1) Submit to _ _ _ _ _ _ _ Arbitration Commission for arbitration;
(2) bring a lawsuit to the people's court according to law.
Twenty one. force majeure
1. If either party to this contract fails to perform all or part of its obligations under this contract due to force majeure, the performance of this obligation shall be suspended during the period when the force majeure prevents it from performing its obligations.
2. The party claiming to be affected by the force majeure event shall notify the other party of the occurrence of the force majeure event in writing within the shortest possible time, and provide the other party with appropriate evidence about the force majeure event and its duration and written materials that the contract cannot be performed or needs to be postponed within _ _ _ _ days after the occurrence of the force majeure event. The party claiming that the performance of this contract is objectively impossible or unrealistic due to force majeure events has the responsibility to make every reasonable effort to eliminate or mitigate the impact of such force majeure events.
3. In case of force majeure, both parties shall immediately decide how to implement this contract through friendly negotiation. After the force majeure event or its influence is terminated or eliminated, both parties shall immediately resume their respective obligations under this contract. If the force majeure and its influence cannot be terminated or eliminated, so that one party to the contract loses the ability to continue to perform the contract, both parties may terminate the contract through consultation or temporarily postpone the performance of the contract, and the party suffering from force majeure shall not be responsible for this. If force majeure occurs after the delay in performance, the parties concerned cannot be exempted from their responsibilities.
4. The term "force majeure" as mentioned in this contract refers to any unpredictable, even predictable, inevitable and insurmountable event beyond the reasonable control of the affected party, which occurs after the signing date of this contract, making it objectively impossible or unrealistic for the affected party to perform all or part of this contract. These events include, but are not limited to, natural disasters such as floods, fires, droughts, typhoons and earthquakes, as well as social events such as wars (whether war is declared or not), riots, strikes, government actions or legal provisions.
Twenty-two Interpretation of contract
Matters not covered in this contract or terms are not clear. Both parties to this contract can make a reasonable interpretation of this contract according to the principles, purposes, trading habits and relevant clauses of this contract. This interpretation is binding unless it conflicts with the law or this contract.
Twenty-three Supplements and annexes
Matters not covered in this contract shall be implemented in accordance with relevant laws and regulations. Where there are no provisions in laws and regulations, Party A and Party B may reach a written supplementary contract. The annexes and supplementary contracts of this contract are an integral part of this contract and have the same legal effect as this contract.
Twenty-four Validity of contract
This contract shall come into effect as of the date when both parties or their legal representatives or their authorized representatives sign and affix their official seals or special seals for the contract.
The validity period is _ _ _ _ _ _ _ years, starting from _ _ _ _ _ _ _.
The original contract was on _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
Party A (seal): _ _ _ _ Party B (seal): _ _ _ _ _ _
Legal representative (signature): _ _ _ _ _ Legal representative (signature): _ _ _ _ _
Authorized agent (signature): _ _ _ _ _ Authorized agent (signature): _ _ _ _ _
Bank of deposit: _ _ _ _ _ Bank of deposit: _ _ _ _ _ _
Account number: _ _ _ _ _ Account number: _ _ _ _ _ _
Signing place: _ _ _ _ _ Signing place: _ _ _ _ _ _
_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _