1.Name of Commodity: 商品名称
1.Name of Commodity: 商品名称
All surgical dressings including Gauze, Gauze Sponges, Gauze Laps, Absorbent Cotton Wool and all other hospital disposable items.
The territory covered by this Agreement is confined to Caribbean Sea Countries, Venezuela and Mexico except Telilida & Honduras countries. Party B shall exert its best efforts to push the sale of the specified commodities so as to secure the maximum volume of sales and shall not handle any of the specified commodities of any other company in the said territory. Party A agrees not to sell any of the specified commodities to other firms or importers in the said territory, except as provided in Article (8), and shall refer to Party B all enquiries received from clients in the said territory.
Party A allows Party B to use “CLASSIC” as the trademark for the said commodities in the said territory under this Agreement. Party A is indemnified from any loss created by Party B’s use of the trademark “CLASSIC” in the said territory. The said commodities shall only be purchased from Party A.
3.Price and Quantity: 价格和数量
The price and quantity for the goods of each individual transaction are to be fixed through negotiations by both parties. Each transaction is subject to Party A confirmation.
4.Minimum Turnover: 最小营业额
Party B undertakes to place with Party A orders amounting to One and Half Million U.S. Dollars during the term of this Agreement. The amount of orders placed in the first Six Months shall not be less than $375,000.00.
Payment is to be made by confirmed, irrevocable letter of credit, without recourse, available by 60 days sight draft upon presentation of shipping documents to the negotiating bank in Nanjing. Party B shall pay Party A 2% of invoice value as interest charges for the 60 days delayed payment. The letter of credit for each order shall reach Party A 45 days before the date of shipment.
No commission shall be paid for direct transaction between Party A and Party B under this Agreement. Party A will sell to any third party only on orders previously quoted and approved by Party B. If and when these orders are transacted, Party A shall pay Party B the differential between the current CIF price and the price at which the goods are sold to the third party.
Party A shall keep Party B informed of all public tenders to be held by local governments in the area, for the supply of the commodities covered by this Agreement. Should Party A decide to submit tender, any and all offers shall be made through Party B only. In each case, the prices are to be mutually agreed upon and the differential between the current CIF price and the price at which the goods are sold shall be paid to Party B in merchandise chosen by Party B at the current price list, after Party A receives full payment from the local government or third party.
8.Transactions with Governmental Bodies 与政府机构进行的交易
The transactions concluded between Governmental bodies of Party A and Party B are not restricted by the terms and conditions of this Agreement, nor shall the amount of such transactions be counted as part of the turnover mentioned in this Agreement.
9.Market Report: 市场报告
In order to keep Party A well informed of the prevailing market conditions, Party B shall undertake to supply Party A, at least once a calendar quarter or at any time when necesssary, with a market report covering information on changes of local regulations in connection with the importation and sales of the commodities conferred by this Agreement, local market tendency, and buyers’ this Agreement. Party B shall also supply Party A with quotations, samples and advertising matters of similar commodities of other suppliers.
10.Validity of the Agreement: 协议有效期
This Agreement is to remain valid for a period of 18 months commencing from Dec. 1, 2002 and terminating on Jan.30, 2004. If either party considers it necessary to extend the Agreement, the proposing party may take the initiative to conduct negotiation with other party one month prior to its expiration.
11.In the event of a breach of any of the provisions of this Agreement by one party, the other party may at its option cancel this Agreement forthwith by giving notice in writing to the defaulting party.
Party A Party B