Exclusive Agency Agreement
This agreement is made and entered into by and between the parties concerned on (Date) on the basis of equality and mutual benefit to develop business on terms and conditions mutually agreed upon as follows:
1.The Parties Concerned
Party A:Henan Sanheng Industrial Co., Ltd.
Add: Gongyi, Henan
Party A hereby appoints Party B as its Exclusive Agent to solicit orders for the Commodity stipulated in Article 3 from customers in the Territory stipulated in Article 4, and Party B accepts and assumes such appointment.
3.Commodity: Electric wire and cable
4. Territory: In Chile and Bolivia only.
5. Payment Terms: 30% T/T in advance and the balanced 70% shall be paid before the shipment..
6. Responsibility of Party A
Party A shall produce the commodity in accordance with the request of Party B, if not, Party A shall pay all the costs in the process of the transfer.
7. Minimum Turnover
Party B shall undertake to solicit orders for the above commodity from customers in the above territory during the effective period of this agreement. From a period of agreement, Annual sales shall not be less than RMB 5,000,000 or USD 800,000. If Party B fails to complete the sales in accordance with the provisions of the contract. Party A has the right to cancel this agreement
unilaterally or to add new agent in the agency area.
8. Year-end bonus
If Party B complete the sales within the period stipulated in the contract.Party A shall pay Party B a year-end bonus of 2 % on the invoiced selling price on December 31th of each year. If Party B fails to complete the sales in accordance with the provisions of the contract, Party A will not pay the bonus to Party B which stipulated by Article 8.
9. Market Report
In order to better assist the Party B to develop market, Party A shall offer Party B company certificates, publicity materials and price list. Party B shall supply Party A, at least once a quarter or at any time when necessary, with market reports concerning changes of the local regulations in connection with the import and sales of the Commodity covered by this agreement, local market tendency and the buyer's comments on quality, packing, price, etc. of the goods supplied by Party A under this agreement.
10. Industrial Property Rights
Party B may use the trade-marks owned by Party A for the sale of the Commodity covered herein within the validity of this agreement, and shall acknowledge that all patents, trademarks, copy rights or any other industrial property rights used or embodied in the Commodity shall remain to be the sole properties of Party A. Should any infringement be found, Party B shall promptly notify and assist Party A to take steps to protect the latter's rights.
11. Validity of Agreement
本协议经有关双方如期签署后生效，有效期为12个月，从 年 月 日至 年 月 日。 除非作出相反通知，本协议期满后将延长12个月。
This agreement, when duly signed by the both parties concerned, shall remain effect for 12 months from (date) to (date), and it shall be extended for another 12 months upon expiration unless notice in writing is given to the contrary.
During the validity of this agreement, if either of the two parties is found to have violated the stipulations herein, the other party has the right to terminate this agreement.
13. Force Majeure
Either party shall not be responsible for failure or delay to perform all or any part of this agreement due to flood, fire, earthquake, drought, war or any other events which could not be predicted, controlled, avoided or overcome by the relevant party. However, the party affected by the event of Force Majeure shall inform the other party of its occurrence in writing as soon as possible and thereafter shall send a certificate of the event issued by the relevant authorities to the other party within 15 days after its occurrence.
14. Dispute Resolution
Any dispute arising from or in connection with this agreement shall first be attempted to be resolved through discussions and consultations between the Parties in good faith. If the dispute remains unresolved upon expiration of 30 days after written notice has been sent by one Party to the other Party, the dispute shall be submitted to China International Economic and Trade Arbitration Commission, Shanghai Sub-Commission for arbitration, which shall be conducted in accordance with the Commission's arbitration rules in effect at the time of applying for arbitration. The arbitral award is final and binding upon both Parties.
This agreement is made in both Chinese and English. In the event of any discrepancy between the two versions, the Chinese version shall prevail.
16. Governing Law
This agreement shall be governed, construed and interpreted in accordance with the laws of the People’s Republic of China.
The parties have executed this Exclusive Agency Agreement on the date first written above.
Party A: Henan Sanheng Industrial Co.,Ltd.