Beijing Commodity Sales Contract (Commercial Super Purchase) [Applicable parties]

Party A:

Party B:

According to the "Contract Law of the People's Republic of China" and other relevant laws and administrative regulations, Party A and Party B shall, in accordance with the principles of equality, voluntariness, fairness and good faith, negotiate this contract in respect of the purchase and sale of goods.

This contract can be applied to Party B's headquarters and its chain stores or affiliates within the scope of Beijing's administrative divisions, including:

First, consignment goods

1. The type, brand name, brand, specification, manufacturer name and address, grade, quality standard, packaging requirements, unit of measurement and unit price of the consignment goods are detailed in the attached file of the contract.

2. When signing this contract, Party A shall provide proof of its own business qualifications such as business license and tax registration certificate, and submit licenses or certification files for production, agency, wholesale, import and special operations.

3. The above-mentioned commodity prices have been confirmed by both parties. If the price of the commodity changes during the contract period due to changes in raw material prices, production and operation costs, market supply and demand, etc., the party requiring the price change shall notify the other party in writing in advance, and the price may be adjusted after the written confirmation of the other party. The price changes are effective from the date of the price adjustment confirmed by both parties and apply to new orders after that date.

4. When Party B specifies special conditions such as raw materials or styles for the commodities listed in this contract, Party B shall submit the instructions or style instructions to Party A at the same time as signing this contract.

5. The outer packaging of the goods provided by Party A shall comply with the relevant laws and regulations of the People's Republic of China, and shall indicate the name of the product, the name and address of the manufacturer, the specifications, the grade, the product standards adopted, the quality inspection certificate, and the instructions for use. , date of manufacture and safe use period or expiration date, warning signs and other instructions. The commodity should use a regular barcode to facilitate the identification of the POS machine; the barcode-free product should be described in the attached file 1 and the internal barcode purchased from Party B on the outer packaging of the product.

6. Party A shall ensure that the quality of the goods it provides complies with the quality standards stipulated in this contract or the order; Party A shall provide the quality description of the goods in accordance with the quality requirements of the instructions. If the quality requirements are not clear, they shall be performed in accordance with national standards and industry standards; if there are no national standards or industry standards, they shall be performed in accordance with the usual standards or specific standards that meet the purpose of the contract.

Second, the agent

1. The various files and documents signed by the agent of this contract in his or her authorized business or business are the valid documents for signing and performing the contract between the two parties.

2. If the two parties change or replace the agent, they shall notify the other party in writing in advance, and the notice of the appointment and removal of the agent shall be attached to the second file of this contract.

Third, order

1. If Party B orders from Party A, it shall place an order in advance. The order form agreed by both parties is:

Party B e-commerce platform e-mail fax order contract 2, the order should specify the name of the product, the name of the manufacturer and the site, specifications, units of measurement, brand, quality, origin, regular bar code, quantity, unit price, delivery time, delivery location And other specific content.

3. If Party A fails to accept the order, it shall reply clearly within the hour, and the form of reply shall be the same as the order form; if it is not answered, it shall be deemed to accept the order. If there is any amendment to the substantive content of the order in the reply, Party B shall indicate whether it accepts within the hour. If Party B indicates that it does not accept, it shall be deemed invalid. If Party B does not reply, it shall be deemed to accept the modified order.

4. If the order and order reply to the electronic network as the transmission carrier, it shall be transmitted to the website or e-mail address specified in this contract; if the written text such as fax or order contract is used as the carrier, the official seal of the ordering unit or the signature of the agent shall be affixed. The party is valid.

Fourth, delivery and acceptance

1. Party A shall deliver the goods listed in the order to the designated place of Party B according to the agreed time and transportation mode.

2. Party B shall properly arrange for the staff to perform preliminary acceptance of the type, specification, origin, quantity, packaging, etc. of the goods in accordance with the order, and issue a receipt certificate; if the goods do not meet the requirements of this contract and the order, Refuse to accept. If Party B is unable to accept the acceptance within the hour after the arrival of the goods, Party A shall issue a receipt for acceptance to Party A and inform the specific time for acceptance.

Five, product promotion

1. Party B can formulate commodity promotion plans according to the business strategy of the company to accelerate the turnover and sales of the products.

2. Party A can selectively participate in the promotion activities according to the status of its own products, and at the same time, pay the promotion service fee to Party B or give the product price discount by means of discount.

3. Both parties shall sign the Promotional Service Agreement as the subsidiary file of this Agreement for the specific promotion methods, the promotion period, the service content provided by Party B, the service fees paid by Party A, the discount and the payment method.

6. Storage and exchange of goods

1. The ownership of the goods belongs to Party A before being sold to the end consumer, but Party B shall properly keep the consignment goods during the consignment period. The two parties determine that the reasonable depletion rate of the consignment goods is % of the total quantity of the goods. If the loss rate of the loss or damage of the goods caused by improper storage by Party B exceeds the agreed proportion, Party B shall be liable for the excess.

2. If Party B discovers that there is inherent quality problem in the goods that have been accepted, it shall be submitted within the quality assurance period. If there is no quality guarantee period, it shall be submitted within 24 months after receipt of the goods, otherwise it shall be regarded as the contract of the quality of the goods. Party A knows or should know that the goods provided are not in conformity with the contract, and is not subject to the above-mentioned time for filing an objection. For goods with quality problems, Party A shall return the goods. The quality objection shall be submitted to Party A in writing, and Party A shall provide a written reply within 10 days after receiving the objection, otherwise it shall be deemed as approval.

3. Party A shall allow Party B to submit a return for the over-season commodity. However, for goods with a shelf life and expiration date, Party B shall submit it within the time limit of the shelf life and validity period of more than 1/3.

4. Party B shall issue a written return notice to Party A. Party A shall verify and return the returned goods within the day after receipt of the notice, and shall be responsible for replacing or recovering the cleared goods within the day. If the goods that have been cleared are not replaced or recovered within the day after no reply or written confirmation, Party A agrees that Party B shall dispose of the goods in accordance with the method, and the losses caused by Party A shall be borne by Party A.

Seven, reconciliation and settlement

1. Party B shall guarantee the storage of the goods for the consignment goods and shall not be used for other purposes.

2. The settlement of the consignment goods shall be carried out after the goods are sold to the end consumers, and Party B shall provide Party A with a list of the sales of the goods.

3. According to the sales cycle of the goods, the specific reconciliation date confirmed by both parties is the monthly date, and Party B shall arrange the staff to check the accounts with the business personnel of Party A during the working hours of the day. The original documents that should be checked by both parties during the reconciliation include: the goods order, the delivery/outbound order issued by Party A, the warehousing/receipt form issued by Party B, the return and exchange documents and the promotional expense documents. According to the reconciliation result, Party B issues the "Commodity Statement" after the signature of both agents is confirmed as the basis for settlement.

4. The settlement method and settlement period confirmed by both parties are: .

Rolling settlement date

Others are specifically defined as:

5. If the confirmed reconciliation date, settlement method or settlement period is different due to different types of products, separate sub-files may be prepared for the reconciliation date, settlement method and settlement period of the specific products or listed in the attached file 1.

6. Party B shall endeavor to establish a smooth, convenient and barrier-free settlement mechanism. Party A may require Party B to pay the full amount of the goods after the expiration of the agreed settlement period, with the “Commodity Statement” and the corresponding amount of VAT invoice.

7. The payment method determined by both parties is:

Cash transfer check wire transfer.

8. Protection of intellectual property rights Party A shall ensure that the goods it provides do not have any intellectual property rights. If Party A or its suppliers infringe on the patent rights, trademark exclusive rights, copyrights, trade secrets or other rights of third parties, and cause economic losses to Party B, Party A shall bear full responsibility and various expenses incurred accordingly.

9. Opposing commercial bribery Party A and Party B shall adhere to the commercial principles of honesty and credit and fair dealing, establish and improve internal management systems, strengthen the management and education of employees, and jointly resist any commercial bribery and other improper transactions. Obligation to provide the corresponding information and evidence to the other party.

X. Liability for breach of contract

1. Both Party A and Party B shall fully perform the agreement of this contract. If one party breaches the contract and causes losses to the other party, it shall be liable for compensation.

2. If Party A fails to deliver the goods according to the confirmed order, it shall be responsible for replacement or replenishment; if the delivery delay is caused, the penalty for the delayed delivery amount shall be paid for every 1 day delay; if the delay is more than the above, In addition to the payment of liquidated damages, Party B has the right to cancel the batch of orders; Party B has the right to terminate this contract if the cumulative delay is delivered.

3. If Party B fails to settle according to the time limit stipulated in the contract, each time the delay is 1 day, it shall pay the liquidated damages of 5 millionth of the settlement amount on a daily basis; if the delay is more than 30 days, Party A shall have the right to cancel the contract in addition to the liquidated damages. .

4. Since the quality of the goods provided by Party A causes the consumer to return the goods or Party B is investigated and dealt with by the relevant government departments, Party A shall actively participate in the investigation and compensation and compensate for all the economic losses caused to Party B; the serious circumstances will cause serious damage to Party B's goodwill. Party B has the right to terminate this contract.

5. If the quality of the goods caused by improper storage by Party B causes the consumer to return the goods or Party A is investigated and dealt with by the relevant government departments, Party B shall actively participate in the investigation and handling and compensate for all the economic losses caused to Party A; the serious circumstances will cause the goodwill of Party A. If the damage is serious, Party A has the right to terminate this contract.

XI. Suspension and dissolution of the contract

1. Any party who fails to terminate this contract due to breach of contract by the other party shall notify the other party in writing 30 days in advance, and the contract shall be released on the date determined by both parties.

2. Any party who should first perform this contractual obligation may suspend the performance of this contract if there is firm evidence that the other party has one of the following circumstances:

The operating conditions have deteriorated significantly;

Transfer property and withdraw funds to avoid debts;

Loss of business reputation;

There are other situations in which the ability to perform debts is lost or may be lost.

If one party suspends performance in accordance with the above-mentioned agreement, it shall promptly notify the other party. When the other party provides appropriate guarantees, it shall resume performance. After the suspension of performance, if the other party fails to resume performance within the day and fails to provide appropriate guarantees, the party that suspends the performance may cancel the contract.

3. When either party has the following circumstances, the other party has the right to terminate this contract by written notice without prior notice, and the contract is cancelled on the date of the notice.

When there is a serious breach of contract as stipulated in Articles 2, 3, 4 and 5 of Article 10 of this contract;

When the administrative department of the government revokes the business license or suspends business, or other circumstances that result in the loss of legal business status or qualifications;

Apply for bankruptcy and enter the liquidation program;

Transfer the rights or obligations of this contract to all third parties in whole or in part without the consent of the other party;

When the VAT general taxpayer qualification is cancelled.

4. Processing of property and materials after the contract is terminated:

After the contract is terminated or terminated, the parties shall still conduct reconciliation and settlement in accordance with the stipulations in Article 7 of this contract.

Except for the payment for consignment goods, the expenses of various promotional services for the entire contract period that Party B has already received shall be returned to Party A according to the proportion of the actual performance period of the contract. Party B may retain the payment amount of 10% of the settlement amount during the settlement period as the quality guarantee for the sales of the goods. If there is no quality problem in Party A's products within three months from the date of cancellation of the contract, the deposit shall be refunded to Party A. If there is any quality problem, The deposit is used to offset the losses suffered by Party B.

The remaining goods of Party B shall be recovered by Party A within 5 days after reconciliation. If Party A does not recover within 5 days, Party A shall agree to Party B to dispose of the goods in accordance with the method, and the losses caused shall be borne by Party A.

Twelve, the contract period

1. The validity period of this contract is from the date of the year to the day of the year, for a total of several months.

2. One month before the expiration of the contract, if the two parties agree to continue cooperation, the new contract should be re-signed; if the new contract is not signed, if Party B still places the order and Party A accepts it, the original contract will be automatically extended for one year.

XIII. Dispute Resolution Method The disputes arising under this contract shall be settled through negotiation between the two parties; if the negotiation fails, the following methods shall be adopted:

1. File a lawsuit in the people's court;

2. Apply to the Arbitration Commission for arbitration.

Fourteen, other

1. The notices involved in this contract shall be confirmed in writing and shall be deemed to have been served after the notifying party has sent the agreed address of the contract or registered by the notified party through the post office by registered mail or express mail.

2. The subsidiary file of this contract is an effective part of the contract and is interpreted in accordance with the order of interpretation agreed by both parties.

3. The changes and additions to this contract shall be signed by the parties separately.

4. This contract shall become effective after it has been signed by the legal representatives of the two parties or their agents and stamped with the official seal of the unit or the special seal of the contract.

5. This contract is in one copy and each party has the same legal effect.

person A person B:

Legal representative: Legal representative:

Place of residence: Place of residence:

Signing representative: Signing representative:

Phone/fax: Phone/fax:

Email: Email:

Bank account / account number: Bank account / account number:

Tax ID: Tax ID:

Year ____ month ____ day year ____ month ____ day

Signing place: Signing place:

Description

I. Scope of Application This contract is applicable to the contractual relationship established between supermarkets, large supermarkets, warehouse-type member stores and convenience stores and suppliers in the administrative area of ​​the city for the purchase and sale of goods.

2. Definition of terms Unless otherwise agreed by the parties, the following words in this contract shall have the definitions given in this article:

1. Commodity consignment: refers to the transaction mode in which the retailer accepts the commission of the supplier, acts as the agent to sell the goods and settles the supplier according to the sales quantity and amount of the consigned goods, and receives the commission.

2. Retailer: refers to corporate legal persons, other organizations and natural persons who provide goods and corresponding services directly to the end consumers.

3. Supplier: refers to the corporate legal person, other organizations and natural persons who establish a commodity sales relationship with the retailer, commission the retailer to sell the goods, and pay the commission to the retailer.

4. Agent: refers to the authorized representative who has the right to handle the matters related to ordering, acceptance, warehousing, sales, return, settlement, etc. on behalf of the supplier or retailer during the performance of this contract.

5. Order: It means that the retailer shall, in accordance with the principles, procedures and methods stipulated in this contract, require the supplier to provide the activities for the agreed sales of the goods.

6. Promotion service fee: refers to the fee that the supplier should pay for the retailer to provide various forms of promotion services for the goods consignment during the validity period of the contract, including the commission collected by the retailer in the name of providing sales channels and publicity services. All the costs and the price discount of the goods given by the supplier.

7. Reconciliation: refers to the act of checking the quantity and amount of orders, warehousing, returns, inventory, and promotion service fees between the supplier and the retailer.

8. Reconciliation date: refers to the date on which the supplier has specified a regular check account after the supplier has provided the consignment goods according to this contract and the order.

9. Settlement: refers to the act of the retailer paying the supplier and collecting the commission according to the quantity, amount, and promotion fee of the sold goods determined after the reconciliation.

10. Settlement method: refers to the various ways in which the supplier and the retailer negotiate to determine the regular checkout and pay the purchase price.

11. Monthly settlement: It is a kind of settlement method, which refers to the way in which the retailer settles the payment of the monthly payment according to the quantity and amount of the goods sold by the supplier during the agreed period of age.

12. Month age: refers to the start and end period of the “month” in the monthly settlement agreed by the supplier and the retailer.

13. Monthly Interval Period: It refers to the period between the retailer's time to sell the goods provided by the supplier and the month of the contract, and the time between the settlement of the sales of the consignment goods within the age of the month.

14. Rolling settlement: It is a kind of settlement method, which means that the retailer keeps rolling the settlement according to the quantity and amount of the goods sold by the supplier within a certain period of time.

15. Rolling settlement period: refers to the period when the retailer starts to sell the goods to the supplier to the first settlement, and the subsequent settlement is calculated according to this cycle.

Third, the contract file and composition

1. The contract files should be able to explain each other and explain each other. The file of the group cost contract is as follows:

This contract is a consignment of the goods list. The agent of both parties authorizes or replaces the instrument. The promotion service agreement order and the order confirmation commodity price change file product delivery or acceptance, the warehousing file commodity return file archive commodity reconciliation file product sample and various accompanying files other files 2 During the performance of the contract, the written agreement or file between the supplier and the retailer regarding the change of the commodity consignment, quality, packaging, etc. and the confirmation of the breach of contract is considered as an integral part of this contract.

3. The above file format is not limited to the two-party text agreement, notice, letter, fax, etc., including various transaction and reconciliation records printed by the retailer through the sales inventory computer network management system.