AGREEMENT OF EXCLUSIVE SELLING AGENT Manufacturer: 制造商： Agent: 代理商： The two parties sign this agency agreement on the basis of equality, free will and mutual consultation. Both sides must comply. 本着平等自愿，协商一致的原则，签订此AGREEMENT OF EXCLUSIVE SELLING AGENT
The two parties sign this agency agreement on the basis of equality, free will and mutual consultation. Both sides must comply.
Section 1: Exclusive Selling Agent第一条 独家销售代理
The manufacturer appoints the agent to act as their exclusive selling agent in China to sell the following products of the manufacturer:
Section 2: Responsibility of the Agent 第二条 代理人的职责
The agent shall make all efforts to promote the sale of the products of the manufacturer using the agent’s marketing organization. The agent shall send all enquiries and orders received by them to the manufacturer and have no rights to sign any binding agreement on behalf of the manufacturer. The agent shall explain to the customers all the technical parameters and commercial terms stated by the manufacturer and take all steps to co-ordinate between the manufacturer and the customers to secure the orders.
The agent, in relation to the products covered by this agency agreement, describe them only as ‘sales and service agent’ for the products and not hold themselves out or permit any person to hold himself out as being authorized to bind the manufacturer in any way or to do any act which might reasonably create an impression that the agent is so authorized. The offers given and orders received will always include a clause “Subject to approval/acceptance of the order by M/s Veejay Lakshmi Engineering Works Limited.” The right to receive/accept the orders and making the invoices for the products is expressly reserved to the manufacturer.
The agent shall not make or give promises, warranties or guarantees or representations concerning the product other than those authorized by the manufacturer in writing.
The agent shall not use any advertising, promotional or selling materials in relation to the products except those supplied or approved by the manufacturer.
The agent shall obtain all the permissions required by them for carrying the business as agents for sales and service and shall also keep the manufacturer informed of the import duty rates and conditions for any concessions, the laws and regulations in China relating to method of manufacturing, labeling or sale of the products and will also notify the manufacturer in the event the agent is aware that any of the products of the manufacturer is in breach of any such laws or regulations.
Section 3: Training 第三条 培训
3.1 In order to understand the technical characteristic of the products, the manufacturer agrees to assign technicians to train the sales personnel of the agent in China. The no of persons to be trained and the place of training shall be discussed and finalized on mutual consent from time to time.
3.2 In order to provide after-sales service like erection, commissioning and attending service calls during the warranty period, the manufacturer agrees to train two technicians of the agent (one is mechanical technician, the other is electrical). If it is necessary for these two technicians to be trained in India, the boarding and lodging and their local travel expenses in India will be borne by the manufacturer. Air fare to & from China will be borne by the agent. Similarly if the manufacturer deputes their engineers for training in China, air fare will be borne by the manufacturer and all expenses for boarding and lodging and local travel expenses in China for the manufacturer’s engineers will be borne by the agent. The after-sales service fee within guarantee period should be charged by the manufacture, if out the guarantee period should be charged by the agent to the customers, will be negotiated and finalized separately.
Section 4: Advertisement and Exhibition 第四条 广告和展览会
Both the manufacturer and the agent will discuss and finalize the budget for the sales promotion activities like advertisements in newspapers, road shows, seminars, participation in exhibitions etc and the expenses will be shared by both sides. The sharing pattern will be on mutual consent after discussions. The Manufacturer at their own expense will provide the catalogues for all products printed in local language. The agent will provide all assistance for translation and printing.
Section 5: Financial Responsibility第五条 代理人的财务责任
5.1 The agent is responsible for all activities relating to collection of payment for the goods sold like following with the customer for opening of letters of credit and collection of payment as per the terms of the order. The agent shall also adopt appropriate measures to inquire upon the customers’ credit worthiness and paying capacity whenever the order is secured on credit terms. In the unlikely event of any litigation for collection of payment, the agent will provide all assistance required for such litigation. However, all expenses relating to the litigation will be borne by the manufacturer.
5.2 The agent has no rights to accept payment on behalf of the manufacturer without permission.
Section 6: Users’ Opinion第六条 用户意见
The agent has rights to heed and accept the customers’ advice and complaints. The agent shall inform the manufacturer immediately and pay attention to the manufacturer’s vital interests.
Section 7: Providing Information第七条 提供信息
The agent shall forward once every three months to the manufacturer detailed reports on current market conditions and competition. The agent shall periodically visit all customers or potential customers in the territory for the purpose of promoting the product as the agent thinks fit and maintain an updated list of customers and potential customers for the products in the Territory and supply the manufacturer a copy of such list whenever required by the manufacturer. The agent shall also notify the manufacturer of all enquiries received and offers submitted for the products to prospective customers.
Section 8: Fair Competition 第八条 公平竞争
8.1 The agent undertakes the following.代理人应遵从以下要求：
a) not to compete or help others compete with the manufacturer
b) not to manufacture the products covered by this agreement or similar products
c) not to get any benefits from the manufacturer’s competitors and opponents
d) not to take agency or sell products similar to the products covered by this agreement
8.2 As soon as this agreement comes into effect, the agent shall inform the manufacturer of all their signed binding agreements with others. And all agreements signed in future shall be informed to the manufacturer. During the period when the agent is engaging in other business activities，the agent shall not ignore their obligations to the manufacturer under this agreement.
Section 9: Secrecy 第九条 保 密
9.1 The agent should not expose the business secrets of the manufacturer, and should not use confidential information exceeding the scope of the agreement.
9.2 All the product design and specification belong to the manufacturer, and the agent shall return them to the manufacturer when the agreement is terminated.
Section 10: Sub-contract Agent第十条 分包代理
The agent can use sub-contract agent if agreed by the manufacturer. The agent shall take full responsibility for the activities of the sub-contract agent.
Section 11: Protection of Industrial Property Rights 第十一条 工业产权的保护
If the agent finds any third party whose behavior is detrimental to the manufacturer’s industrial property right and benefits, he shall report the truth to the manufacturer. The agent, in consultation with the manufacturer shall take all steps to prevent such illegal action by third parties, and the relevant expenses shall be borne by the manufacturer. This will be subject to manufacturer’s prior acceptance, in writing, regarding quantum of expenses.
Section 12: Scope of Exclusive Selling Right 第十二条 独家销售权的范围
This is an exclusive selling agency agreement for the territories mentioned. The manufacturer, during the currency of this agreement, shall not appoint any other person, firm or Company as agent for the promotion, sale or service of the products in the Territory. However, the manufacturer can utilize the services of third parties for sale of the products provided the same is approved by the agent in writing. The manufacturer also retains the right to utilize the services of third parties in China who are already involved in the promotion of the products for such further periods the manufacturer and the agent discuss and agree. When such third parties are involved, the commission will be shared with such third parties in such proportion as mutually agreed by all the parties-the manufacturer, the agent and the third parties.
Section 13: Technical Assistance 第十三条 技术帮助
The manufacturer shall help the agent to train the agent’s employees to obtain knowledge of the products covered by this agreement.
Section 14: Amount of the Commission 第十四条 佣金数额
The manufacturer shall pay to the agent 5% of the FOB value of the goods invoiced as commission to the agent. This commission will become payable only after the goods are invoiced and the payment is realized in full by the manufacturer. If the customers have not given the whole payment of the goods due to the reason of the products’ quality, the agent shall get commission in accordance with the manufacturer’s actual received payment.
Section 15: Commission on a fifty-fifty basis 第十五条 平分佣金
If two agents of different areas have made massive efforts to get one order or if the delivery against an order is made to a customer’s plant located in another agent’s territory, then the commission will be shared on a fifty-fifty basis between the two agents involved.
Section 16: Failure in business, or termination of the agreement
The agent cannot get commission if the manufacturer didn’t accept the order; the agent cannot get the commission if the contract introduced by the agent is terminated. This is not applicable when the termination of the contract is caused by the manufacturer.
Section 17: Calculation of the Commission 第十七条 佣金计算方法
The commission will be calculated on net realized value. Net realized value will be FOB value of the goods invoiced minus payments, if any, due to third parties.
Section 18: Date of Paying Commission 第十八条 支付佣金的时间
The commission will be paid to the agent within 30 days of receipt of payment for the goods. For sales made on credit/deferred payment terms, if the credit is fully secured by letters of credit/bank guarantees, the payment of commission will be made within 30 days of delivery of the goods. If the transfer of currency abroad for payment of commission requires any permission from the Government of India, payment shall be made after such permission is received.
While making the commission payment, the manufacturer shall also send a credit note giving the details of the workings for the commission with the details of the total invoice value, fob value and the commission amount. In addition, the manufacturer shall send to the agent a quarterly statement giving the details of the sales made in the territory, the details of the credit notes sent and payments due/made during the quarter. This statement will be sent within 30 days of end of a quarter.
Section 19: Currency for Commission 第十九条 支付佣金的货币
The commission is calculated and paid in the same currency in which the goods have been invoiced to the customer.
Section 20: Period of the Agreement 第二十条 协议期限
The agreement will become effective after being signed by both parties and will have duration of three years and can be renewed by giving three month’s notice before date of expiry subject to acceptance to the other party. If no such notice is given by either one of the parties the agreement will expire on the date of expiry.
Section 21: Premature Termination第二十一条 提前终止
The agreement can be terminated earlier only if there is any breach of the duties and obligations under this agreement and one party is acting against the interest of the other party. The agreement also can be terminated earlier, before the expiry, if sufficient sales volumes are not achieved and if both the parties mutually come to a conclusion that it is not viable to continue the efforts for marketing the products in China.
Section 22: Return of the Stock第二十二条 存货的退回
When the agreement is terminated, the agent shall return the products and spare parts on stock according to the manufacturer’s instruction, and the relevant expenses shall be borne by the manufacturer.
Section 23: Unfinished Business Affair第二十三条 未完之商务
The agent is eligible for full 5% commission for all orders received and pending to be executed at the time of expiry of the agreement and also for orders received with advance or Letters of Credit within 60 days of expiry of the agreement for offers made prior to the expiry of the agreement. This will be only for orders supported by Letters of Credit or advance payments and accepted by manufacturer in writing.
Section 24: Compensation 第二十四条 赔偿
Unless the agreement is terminated due to the reason of breach of terms by the other party, both sides shall not make any claim for any compensation/loss if the agreement is terminated on its expiry.
Section 25: Modification 第二十五条 变更
The modification and additional clauses of this agreement shall be based on the written form.
Section 26: Prohibition on Transfer 第二十六条 禁止转让
This agreement shall not be transferred without negotiation in advance.
Section 27: Lien第二十七条 留置权
The agent has no lien on the manufacturer’s property.
Section 28: Application of Law第二十八条 法律适用
The execution and performance of this Agreement is governed by Chinese Law.
Section 29: Arbitration 第二十九条 仲 裁
All disputes arising from the execution of this Agreement shall be settled through friendly consultations. In case no settlement can be reached, the case in dispute shall then be submitted to the relevant Arbitration Commission for arbitration in accordance with its provisional rules of procedure. The decision made by this Commission shall be regarded as final and binding upon both parties. Arbitration fees shall be borne by the losing party.
Manufacturer: 制造商 Agent: 代理商
Representative: 授权代表 Representative: 授权代表
Date: 日期 Date: 日期