Product Exclusive Agency Agreement
Product Exclusive Agency No.:
Based on equality, mutual benefit and International Trade Laws, this Product Exclusive Agency Agreement (“Agreement”) is entered into by and between:
Product Exclusive agency:_____________________________________________________ Address:_________________________________________________________________
Hereinafter, the manufacturer will be referred to as “Party A” and the product exclusive agency will be referred to as “Party B”.
- Rights and Obligations
- Party A hereby appoints and grants Party B to act as its authorized product exclusive agencyin________(hereinafter referred to as territory) to sell PCBs (printed circuit boards) of Party A in below item number and main specifications.
(hereinafter referred to as Agency Products)
- Party B shall not represent or sell agencyproducts out of territory, otherwise it shall be deemed as Party B’s default, and Party A shall be entitled to deductmarket guarantee deposit or terminate the agreement.
- 3. Party A allows Party B to promote agency products with custom brand, which can be presented on name cards, store advertising, promotionalfiles etc.
- Party Ashall, upon request, provideParty B with promotional documentation, technical data and test reports conducted in connection with the agency products, also assist Party B on market development and relevant services.
- 5. Party B is in charge of sales, logistic and after-sales service for the agency productin territory, meanwhile take responsibility for construction&maintenance of the sales network and advertising to promote agency
- Party B shall assist Party A to collect market information & customer feedback, and inform Party A relevant information
- Party A can send technician support to Party B on important projects.
- Party A shall transfer the inquiry from other clients of the territory to Party B or negotiate sales commission with Party B, Party B shall proceed with relative follow-up services.
Without the permission of Party B, Party A shall not develop or contact other clients in the territory (except this clients______________ supplied by headquarter directly).
- Party B shall not represent or sell similar products which is competitive to agency products. Party B shall inform Party A before signing this agreement if Party B has been a distributor or agency of similar products from other suppliers.
- 10. Party B shall consciously safeguardlegitimate rights and interests of Party A and comply with market management regulation of Party A. Party B shall not infringe legitimate rights and interests and market reputation of Party A, otherwise, Party A is entitled to terminate the agreement and to prosecute above behavior of Party B.
- 11. Party B shall not disclose Party A’s commercial secret or use it beyond the scope of the agreement within the validity or after the termination of the agreement.
- Party B shall observe the market and report the facts to Party A if any infringement from third party to Party A’s industrialpropertyright or any illegal behavior is detrimental to the interests of the Party A. Party B shall do its utmost to assist Party A against such infringement by Party A’s instructions.
- Party A grants Party B patent license on agency products within validity of the agreement.
Term of Agreement
The agreement is valid for year(s) (valid from the confirmation date of first formal order) dated from to , and agreement terminates naturally as termination of the agreement. Renewal agreement shall be proposed to the other party within two months prior to the expiration of the agreement.
III. Annual Sales Target & Market Guarantee Deposit
- Party B shall accomplish sales amount USDwithin validity of the agreement, among first order shall be over USD .
- Party B shall transfer T/T USD10,000 to Party A as market guarantee deposit within 5 working days against signature date of this agreement.
- Party B shall provide Party A with sales report of last quarter and sales plan for next quarter.
If Party B fails to accomplish 20% of scheduled annual sales in one single quarter, Party B shall submit a report to Party A . If Party B fails to accomplish 30% of scheduled annual sales in two consecutive quarters, Party A shall have the right to degrade or cancel the exclusive agency of Party B.
- If Party B doesn’t violate any terms of the agreement and accomplish 90% of scheduled annual sales within the validity of the agreement, Party A shall refund full amount of market guarantee deposit to Party B without interest. If Party B accomplish 60-89% of scheduled annual sales, both parties shall negotiate to refund less than 50% of market guarantee deposit to Party B. If Party B accomplish less than 60% of scheduled annual sales, Party A is entitled to not refund market guarantee deposit to Party B.
- 5. If Party B accomplish more than 100% of scheduled annual sales, Party A will reward cash or products equivalent to 1% of actual annual sales. If Party B accomplish more than 130% of scheduled annual sales, Party A will reward cash or products equivalent to 1.5% of actualannual sales. If Party B accomplish more than 150% of scheduled annual sales, Party A will reward cash or products equivalent to 2% of actualannual sales.
- Party A confirm and offer local product agency price and relative preferential policies to Party B within the validity of the agreement, please refer to attached Price List for more details.
- Party A shall adjust agency product price irregularly in accordance with market situations and cost optimization, Party B shall proceed accordingly by Party A’s notification. New orders comply with new price, not including previously confirmed orders and stock products.
- The short-term promotion upon particular situation shall be subject to the promotional activities announced by Party A.
- Payment terms:T/T transfer .
- If Party B fails to pay the contract amount within the stipulated time as agreed by both parties in Invoice, Party A shall be entitled to terminate this agreement.
Order, Inspection &Acceptanceand Delivery
- 1. Party B places orders to Party A, shallimplement by theInvoice signed and sealed by both
- All products offered by Party A to Party B shall comply with product quality standard and sample specification agreed by bothparties, Party B shall be entitled to entruststaff or a third party to inspect agency products in Party A’s factory before shipment.
- Party A shall assist Party B to deliver the goods in accordance with the agreementconfirmed by both parties.
VII. Quality Acceptance and Objection
1.Upon receipt of the products, Party B shall inspect the quality of the products promptly. If there is objection to the appearance of the product, Party B shall notify Party A in writing within 5 days against the date of receipt. Any shortages, defects or damage, shall be forwarded to Party A within 10 days from the date of receipt, otherwise it shall be deemed as no objection.
- Once Party B submit written objections and relevant information, Party A shall provide solutions within three working days. If it iscause of Party A, both parties shall negotiate to reach one-time solve by replacement or discount.
VIII. Other terms
- Within the validity of agreement, should either Party fail to implement the relevant terms herein, causing economic damages to the other party, the other party is entitled to pursue its responsibility and ask for compensation for economic losses according to the International Trade Lawandthe agreement.
- Anydisputes or force majeure occurs during the performance of the agreement, both parties shall amicably negotiate and solve well. If negotiation or mediation fails, it can apply to the China International Economic and Trade Arbitration Commission for arbitration. The arbitral award shall be final and binding on both parties.
- Matters not mentioned in this agreement, both parties cannegotiate and sign supplementary agreement as the attached article of this agreement.
|Party A||Party B|
|Company Name:||Company Name:|
|Legal representative:||Legal representative:|
|Authorized Representative:||Authorized Representative:|
|Post Code:||Post Code:|
|Tax Registration Number:||Tax Registration Number:|
|Company registration number:||Company registration number:|
*NOTICE: This agreement is made in duplicate with singed and stamped by both parties, Party A and Party B shall have one original each, shall come into effect immediately upon the signature by both parties.
Party A(Stamp): Party B(Stamp):
Authorized Representative: _____ Authorized Representative: