Terms and Conditions
PRODUCT DISTRIBUTION CONTRACT
Authorizing Party (hereinafter referred to as Party A): SINOSKY LIMITED
Legal representative: Guo Jun
Address: Unit 903, 9/F., Harbour Crystal Centre, 100 Granville Road, Tsimshatsui, Kowloon, Hong Kong.
Authorized Party (hereinafter referred to as Party B):
According to the "Contract Law of the People's Republic of China" and other relevant laws and regulations, after the mutual friendly negotiation between A and B, and in line with the principles of voluntariness, equality, mutual benefit, and good faith, A now authorize Party B to distribute the products of the sinosky shopify platform. For product distribution related matters, the following contractual terms are concluded so that A and B can be jointly observed and implemented.
First, Authorized Territory
The distribution area of Party B is: other overseas online markets except China;
Party B's distribution platform includes: Amazon, eBay, AliExpress , Wish platform. Party B shall not sell the products agreed in this agreement through physical stores.
Second, Distribution Products
The product distributed by Party B is:Party A's "Xiantian shopify" series of products, Party B can use, accoding to Party A's authorization, distribution product’s logos, trademarks, etc., Party B has no right to transfer to third party .The above authorization only means that Party B has the right to sell the branded goods that Party A authorizes to sell. But that authorization are not exclusive. Party A can still authorize other parties to own the same rights as Party B.
Third, The Distribution Period
- The distribution period of this contract is one year. From ______ to______, both parties should be arrange settlement of accounts within 30 days after the contract expires. After the expiry of the contract, Party B shall immediately stop using any of Party A’s logo and trademarks, etc. And return all the items provided by Party A.
- If Party B is request for renew of this contract shall be formally submitted to Party A at least __1_ months prior to the expiry of this contract period. If Party A agrees, Party A and Party B shall negotiate and sign a new "Product Distribution Contract".
Fourth, Place An Order ,Delivery, Transport
1, place an order
Party B can only order the goods directly through Party A's channels. Party A should deliver the goods according to Party B's order. Party B shall issue a shipping application to Party A in accordance with the template of the following order details:
* Original order number
*National two-word code
* Buyer Name
* Mobile phone
*province / State
* Product specification number/number of purchases
Country two-word code correspondence table Country name
Matters needing attention
- With * is required
- The purchase quantity is an integer and the value cannot be less than 1
- Please fill in the national two-character code for Country, download the national two-character file can view the corresponding value, such as: AR, IE
- If one order have multiple SKUs are merged and written together. The information of one SKU is separated by a backslash (/). The SKU and SKU information are separated by a semicolon (;) as follows: xx-1/1;xx- 3/2 (representing this order purchase of two product specifications, the first SKU is xx-1, the purchase quantity is 1, the second SKU item number is xx-3, the quantity purchased is 2, and finally A SKU does not have to be followed by a semicolon (;), and the semicolon must be in English format
- Some cities with the same name as "province/state" or "province/state" and "city" that are not in transit destination can use the value of "city" instead
- The platform value is the character type. ebay stands for eBay platform, aliexpress stands for AliExpress, and wish stands for Wish. If your order is from eBay, then the purchase platform value is filled in ebay and the value filled in is a radio value. Can be directly selected, can not manually enter
- The file format is xx.xlsx format file
- Product Specification Item No. Description: The product specification number can be the commodity specification number on the shopify sales platform, or it can be the style No of the product.
(1) Party A shall promptly deliver goods to consumers according to the order of Party B. Party B make ordered and paid before 14:00 on the same day, Party A must be carries out delivery processing before 18:00 of the local day. After Party B provides the above-mentioned form with the product information, the order will be placed by the overseas warehouse employee.
(2) The waybill number will be provided at 17:00 PM every day.
(3) Settlement of Logistics Expenses: Party B should pay payment in advance.
3, product quality and return
(1) Party A shall ensure that the quality of goods provided for Party B conforms to the factory standards and ensures the authenticity of product information and data.
(2) Party A shall take the responsibility of not exceeding 50% of the cost due to product quality and packaging that does not meet quality standards.
(3) Party A shall not be liable for damages due to personal purchase errors or disputes between the goods and the description.
(4) If the product packaging is damaged caused by logistics delivery , consumers need to reject it. The losses (including logistics costs or compensation) shall be handled by Party B. Party A will assist Party B in claiming to the logistics provider.
(5) Returns: Unless the products have quality problems, Party A does not do the return or transfer processing. If there is a demand for return or exchange due to other problems, Party A will assist, but the additional costs will be paid by Party B. .
- Party A shall be responsible for advertising and promotion activities of the authorized products under this Agreement. If Party B needs related promotional materials, it shall be apply to Party A. After agrees, Party A distributes promotional materials to Party B. If Party B needs to promote itself according to its actual needs, related promotional programs, materials, etc. must first be submitted to Party A for approval and get written approval . The related expenses of Party B's own promotion shall be invested by Party B itself. If Party B causes a dispute with a third party during the event, Party B shall be responsible for handling it, and it has nothing to do with Party A.
- In this agreement, the unclear part of the rights and obligations between the parties shall be governed by the relevant provisions of the "PRC Contract Law."
- Settlement Method And Payment
- Costing: When both parties calculate the cost of a product, they should consider the following aspects comprehensively: product production costs, the cost of the first-pass sea freight, tariff customs clearance, warehouse logistics freight, overseas warehouse delivery operation processing fees, overseas warehouse shipments Tail logistics costs, distribution expected profits, operating personnel's labor costs are evenly distributed, and advertising and marketing promotion costs.
- Distribution pricing:
(1) According to Party A's requirements for the distribution of related products, Party B may independently determine the sales price, but shall not be less than the guide price provided by Party A, nor shall it be higher than the conventional price of the market .(the average selling price of the first 50 products with the same material and quality)
(2) With reference to the above cost accounting, Party A shall retain Party B approximately 10% profits to ensure that Party B can sell it according to the current guidance price given by Party A.
(3) Party B needs to maintain enough sales profit for its own distribution business, and generally should not be less than 30%.
3, settlement method:
Party A and Party B agree that the settlement shall be made through the following B methods.
- If Party B distributes Party A's products, it must be authorized by Party A to sign the sale and purchase contract in the name of Party A. All the sale proceeds shall be transferred to Party A's account. The distribution of benefits is that, after the products are sold, Party A will pay the _percentage of the total retail price of the products to Party B as a commission, and the payment will be settled once a month. Both parties will be responsible for their own sales tax, and will no longer take other’s taxation problems . Party A shall pay Party B the money within _ days after the settlement of the two parties.
- Party B distributes related products according to the requirements of Party A, sells its own products, and manages by itself. It can sign the sales contract in the name of Party B. Party A shall provide Party B with the product supply price, Party B can independently determine the sales price, but shall not be lower than the guide price provided by Party A, nor may it be higher than the regular price of the market (the average price of top 50 on market for single product in same material)The proceeds will be owned by Party B except for the cost of the supply price.
4, Terms of Payment
(1) Party B submits product orders on Party A's platform or Party A's partner's platform. After submitting, Party B shall pay the corresponding payment on the corresponding platform. Party A shall arrange ship after Party B make payment, and Party A shall have no obligation to deliver the order without payment.
- Liability for breach of contract
- Party B shall operate the distribution business independently and autonomously. It is forbidden to transfer all or part of the distribution business to any third party without authorization. Otherwise, Party B will constitute a fundamental breach of contract. Party A may unilaterally terminate this contract.
- If Party B changes its business address or authorized representative or business partner, Party B must inform Party A in advance; otherwise, Party B will constitute a breach of contract.
- Any party to this contract who fails to perform all or part of its obligations under the contract due to the event of a force majeure event shall notify the other party in writing within the shortest possible time. The parties shall immediately determine through the friendship agreement the implementation of this contract.
- Any failure or incomplete performance or delay to this contract that constitutes a breach of contract and shall be liable for breach of contract. The defaulting party shall pay the other party RMB 10,000 and the total economic loss.
- If the non-defaulting party incurs any expenses or additional expenses due to the breach of the contract by the breaching party, the defaulting party shall pay for the cost, expenses (including the damages already paid, should paid, and legal costs incurred , transportation fees, travel expenses, appraisal fees, attorney's fees, etc.,) to non-defaulting parties for compensation.
VII. Intellectual Property Rights
- Party B shall only exercise its rights within the authorization time and region under the terms of this Agreement, and shall not exceed the authorized exercise rights; otherwise, Party A has the right to pursue the liability of Party B according to the infringement of intellectual property rights such as trademark rights and patent rights, and has the right to make Party B pay it. When the actual loss is unknown, Party B shall pay Party A a compensation of RMB 50,000;
- Party B shall make reasonable use of Party A's authorization rights, and shall not abuse its rights and damage the rights of others. If Party A suffers losses due to Party B's improper application of rights, Party A has the right to seek reimbursement from Party B after compensation.
- The brand of the products agreed in this contract is exclusively owned by Party A. Therefore, the brand income generated during the sales process of the products belongs to Party A.
- Party A promises that Party B complies with the requirements for maintenance of the brand as stipulated in this agreement, and does not upset the brand price competition market, Party A will not make complaints in the form of brand infringement.
Both Party A and Party B shall ensure that the documents and materials (including trade secrets, company plans, operating activities, financial information, and business information) that are known to the counterparty and cannot be obtained from public sources during the execution of this contract are kept confidential. It is forbidden to disclose all or part of the contents to a third party without authorization. Otherwise, it shall bear a penalty of RMB 50,000 and compensate for all losses caused to the other party.
- Dispute Resolution and Others
- The disputes arising from the performance of this contract or related to this contract shall be settled through friendly negotiation. If the dispute cannot be settled through negotiation, either party may file a lawsuit with the local people's court of Party A.
- After the contract has not been completed, a written supplementary agreement can be reached after consultation between the parties. The annexes to this contract and the supplementary agreements are integral parts of this contract and have the same legal effect as this contract.
- The signing, interpretation, change, performance and dispute resolution of this contract shall apply to the currently valid laws of the People's Republic of China.
- This contract takes effect on the date of signature and stamp of both parties. The contract is made in two copies. Both parties A and B hold one copy and have equal legal effect.
- Contract Annex: Guide price for distribution products
The price of the branded products distributed by Party B under the terms of this Agreement shall not be lower than Party A's guiding price, nor shall it be higher than the market's regular price (the average selling price of the first 50 products with the same material and quality); otherwise, once verified, Party B Constitute a fundamental breach of contract, Party A may unilaterally cancel Party B's distribution authorization and unilaterally terminate this contract.
*The contract is written in Chinese and English versions. In case of any discrepancy between the two versions, the Chinese version shall prevail.
Party A Party B