Sales&Nbsp; Agency&Nbsp; Agreement

　　Sales?Agency?Agreement

Contract No.:_______

　　No：___________

Date:_________

　　Date：_________

In order to develop trade on the basis of equality and mutual benefit, the parties concerned shall sign this Agreement in accordance with the following conditions:

　　This?Agreement?is?entered?into?between?the?parties?concerned?on?the?basis?of?equality?and?mutual?benefit?to?develop?business?on?terms?and?conditions?mutually?agreed?upon?as?follows:

1. Contractor

　　Contracting?Parties

Supplier (hereinafter referred to as Party A):_____________

Sales agent (hereinafter referred to as Party B):_________

Party A entrusts Party B as the sales agent to promote the following commodities.

　　Supplier:?(hereinafter?called?“party?A”)____________

　　Agent:(hereinafter?called?“party?B”)________________

　　Party?A?hereby?appoint?Party?B?to?act?as?his?selling?agent?to?sell?the?commodity?mentioned?below.

2. Product name and quantity or amount

　　Commodity?and?Quantity?or?Amount

Both parties agree that Party B shall sell no less than _______ commodities within the validity period of the agreement.

　　It?is?mutually?agreed?that?Party?B?shall?undertake?to?sell?not?less?than_____of?the?aforesaid?commodity?in?the?duration?of?this?Agreement。

3. Distribution area

　　Territory

Only in___________

　　In?___?only______

4. Order confirmation

　　Confirmation?of?Orders

The quantity, price and shipping conditions of the commodities specified in this Agreement shall be confirmed in each transaction, and the details shall be specified in the sales agreement signed by both parties.

　　The?quantities,?prices?and?shipments?of?the?commodities?stated?in?this?Agreement?shall?be?confirmed?in?each?transaction,?the?particulars?of?which?are?to?be?specified?in?the?Sales?Confirmation?signed?by?the?two?parties?hereto.

5. Payment

　　Payment

After the order is confirmed, Party B shall open a confirmed and irrevocable letter of credit at sight in favor of Party A within the time specified in the relevant confirmation. After Party B issues the L/C, it shall immediately notify Party A so that Party A can prepare for delivery.

　　After?confirmation?of?the?order,?Party?B?shall?arrange?to?open?a?confirmed, ?irrevocable?L/C?available?by?draft?at?sight?in?favour?of?Party?A?within?the?time?stipulated?in?the?relevant?S/C.?Party?B?shall?also?notify?Party?A?immediately?after?L/C?is?opened?so?that?Party?A?can?get?prepared?for?delivery.

6. Commission

　　Commission

At the expiration of this Agreement, if Party B has completed the amount specified in the second paragraph, Party A shall pay Party B a commission of ________% of the cumulative total amount of invoices received for the shipment of goods.

　　Upon?the?expiration?of?the?Agreement?and?Party?B‘s?fullfilment?of?the?total?turnover?mentioned?in?Article?2,?Party?A?shall?pay?to?Party?B______%?commission?on?the?basis?of?the?aggregate?amount?of?the?invoice?value?against?the?shipments?effected.

7. Market situation report

　　Reports?on?Market?Conditions

Party B shall provide Party A with a detailed report on the current market situation and user opinions every three months. At the same time, Party B shall at any time provide Party A with samples of similar goods from other suppliers and their prices, sales and advertising materials.

　　Party?B?shall?forward?once?every?three?months?to?party?A?detailed?reports?on?current?market?conditions?and?of?consumers‘?comments. ?Meanwhile,?Party?B?shall,from?time?to?time,?send?to?party?A?samples?of?similar?commodities?offered?by?other?suppliers,?together?with?their?prices,?sales?information?and?advertising?materials.

8. Advertising expenses

　　Advertising?&?Publicity?Expenses

During the validity period of this agreement, Party B shall be responsible for all the expenses for advertising in the above distribution areas. Party B shall provide Party A with the design and text description of the advertising in advance, which shall be reviewed and approved by Party A.

　　Party?B?shall?bear?all?expenses?for?advertising?and?publicity?within?the　aforementioned?territory?in?the?duration?of?this?Agreement?and?submit?to?Party?A?all?patterns?and/or?drawings?and?description?for?prior?approval.

9. Term of Agreement

　　Validity?of?Agreement

This agreement shall come into force after being signed by both parties, and the validity period is _______ days, from ________ to ________. If one party wishes to extend this Agreement, it must notify the other party in writing one month before the expiration of this Agreement, which shall be decided by both parties through consultation.

If one party fails to perform the terms of the agreement, the other party has the right to terminate the agreement.

　　This?Agreement,?after?its?being?signed?by?the?parties?concerned,?shall?remain?in?force?for________?days?from?________?to?_______?If?either?Party?wishes?to?extend?this?Agreement,?he?shall?notice,?in?writing,?the?other?party?one?month?prior?to?its?expiration. ?The?matter?shall?be?decided?by?the?agreement?and?by?consent?of?the?parties?hereto. ?Should?either?party?fail?to?implement?the?terms?and?conditions?herein,?the?other?party?is?entitled?to?terminate?this?Agreement.

10. Arbitration

　　Arbitration

In case of any dispute during the performance of the agreement, both parties shall settle it through friendly negotiation. If no agreement can be reached through friendly negotiation, it shall be submitted to China international The Foreign Trade Arbitration Commission of the Council for the Promotion of Trade shall conduct arbitration in accordance with its provisional provisions on arbitration procedures. The decision of the committee is final and binding on both parties. The arbitration fee shall be borne by the losing party, unless otherwise specified.

　　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?Foreign?Trade?Arbitration?Commission?of?the?China?Council?for?the?Promotion?of?International?Trade?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?,unless?otherwise?awarded.

11. Miscellaneous

　　Other?Terms?&?Conditions

(1) Party A shall not supply capital to other buyers in the distribution area agreement Goods specified. if there be inquiry , shall be conveyed to Party B for handling. If a buyer wishes to order directly from Party A, Party A can supply goods, but Party A must send a copy of the relevant sales confirmation to Party B and give Party B a commission of ________% of the invoice amount of the transaction reached.

　　Party?A?shall?no?t?supply?the?contracted?commodity?to?any?other?buyer(s)?in?the?above?mentioned?territory. ?Direct?enquiries,?if?any,?will?be?referred?to?Party?B. ?However,?should?any?other?buyers?wish?to?deal?with?Party?A?directly,?Party?A?may?do?so. ?But?party?A?shall?send?to?Party?B?a?copy?of?Sales?Confirmation?and?give?Party?B________%?commission?on?the?basis?of?the?net?invoice?value?of?the?transaction(s)concluded.

(2) If Party B fails to provide Party A with at least * * orders within _______ months, Party A will not assume the obligation of this agreement.

　　Should?Party?B?fail?to?pass?on?his?orders?to?Party?A?in?a?period?of?_________?months?for?a?minimum?of?________Party?A?shall?not?bind?himself?to?this?Agreement.

(3) For the trade between the governments of both parties, Party A has the right to conduct direct trade according to the authorization of its government, and is not bound by this agreement. Party B shall not interfere in such direct trade, nor shall it have the right to claim any compensation or commission from Party A.

　　For?any?business?transacted?between?governments?of?both?Parties,?Party?A?may?handle?such?direct?dealings?as?authorized?by?Party?A‘s?government?without?binding?himself?to?this?Agreement. ?Party?B?shall?not?interfere?in?such?direct?dealings?nor?shall?Party?B?bring?forward?any?demand?for?compensation?therefrom.

(4) This agreement is subject to the sales confirmation terms signed by both parties.

　　This?Agreement?shall?be?subject?to?the?terms?and?conditions?in?the?Sales?Confirmation?signed?by?both?parties?hereto.

This agreement is signed on _________, _________, _________, in two originals, one for each party.

　　This?Agreement?is?signed?on?__________at___________?and?is?in?two?originals; each?Party?holds?one.

Party A: ________ Party B:_________

(Signature) (Signature)

　　Party?A:_______ ?Party?B:________

　　(Signature)?(Signature)