The two parties sign this agency agreement on the basis of equality, free will and mutual consultation。 Both sides must comply。
Section 1: Foreign Trade Agent
The manufacturer appoints the agent to act as their foreign trade agent in A country to sell the following products of the manufacturer:
Section 2: Responsibility of the Agent
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 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 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 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 the laws and regulations in A country 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
3.1 In order to understand the technical characteristic of the products, the manufacturer agrees 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 China, the boarding and lodging and their local travel expenses in China will be borne by the manufacturer。 Air fare to & from China will be borne by the agent。
Section 4: Advertisement and Exhibition
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: Users’ Opinion
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 6: Providing Information
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 7: Fair Competition
7。1 The agent undertakes the following。
a) not to compete or help others compete with the manufacturer
b) not to get any benefits from the manufacturer’s competitors and opponents
7.2 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 8: Secrecy
8.1 The agent should not expose the business secrets of the manufacturer, and should not use confidential information exceeding the scope of the agreement.
8。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 9: Sub-contract Agent
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 10: Protection of Industrial Property Rights
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 11: Scope of Exclusive Selling Right
This is an foreign trade 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.
Section 12: Technical Assistance
The manufacturer shall help the agent to train the agent’s employees to obtain knowledge of the products covered by this agreement.
Section 13: Period of the Agreement
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 14: Premature Termination
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 The Republic of Benin.
Section 15: Compensation
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 16: Modification
The modification and additional clauses of this agreement shall be based on the written form。
Section 17: Prohibition on Transfer
This agreement shall not be transferred without negotiation in advance.
Section 18: Application of Law
The execution and performance of this Agreement is governed by Chinese Law.
Section 19: Arbitration
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.
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