Non-exclusive agency sales agreement

This sales agreement consists of a limited company and its subsidiaries which are established and existing in accordance with the laws of the People's Republic of China. The office address is _______ and is entered into. Party B is a company established and existing in accordance with the laws of the People's Republic of China. For ______. The subsidiary mentioned here refers to a company in which a limited company participates in the investment, including but not limited to __________ limited company __________ limited company, __________ limited company and __________ limited company.

In view of Party A's desire to sell Party A's products for Party B; and in view of Party B's power, capability, manpower, facilities, licenses and any required government approval to sell these products, the parties hereby agree to an agreement based on the mutual guarantees expressed herein. as follows:

1. Relationship between the two parties

In accordance with the terms and conditions of this Agreement, Party A hereby appoints Party B as a non-exclusive seller of Party A's products in China, and Party B accepts the authorization.

Party B is an independent party. Nothing in this Agreement constitutes Party B's acting as an agent or legal representative of any of Party A's opinions. Party B is not entitled to any rights or authorization to act on behalf of Party A or in the name of Party A, or to create any express or implied liability, or to bind Party A in any way.

Party B shall not use __________ as part of the company name, and Party A shall not use __________ or any of its parent company or affiliate company's logo in any way with the express written consent of Party A unless it is used to indicate that it is The seller of the product of Party A.

2. Product supply

After fully understanding the price list provided by Party A, Party B shall order the products to Party A in the manner of issuing the order to Party A according to the minimum order quantity prescribed by Party A. All the orders placed by Party B shall be reviewed by Party A and Acceptance will take effect. Party A has the right to refuse to accept the delivery of the goods to Party B. If it is unable to deliver on the requested delivery date, Party A will inform Party B of the situation when it informs Party B to accept the order, and delivers the goods according to Party B's confirmed delivery date.

The product will be delivered to the place of delivery pre-designated by Party B and accepted by Party A in the form of freight paid. Before Party B receives the product, Party A is responsible for the insurance of the goods. Party B can recommend insurance insurance, but it is ultimately decided by Party A.

3. Product reception

After the product is delivered to the place of delivery and received by Party B, the ownership of the product is transferred to Party B, and the risk of loss of the product is borne by Party B. Upon receipt of the product, Party B shall immediately accept the inspection. Upon confirmation of the acceptance, Party B shall immediately sign and seal the receipt of the goods and return it to Party A.

4. Area

Party B shall sell Party A's products in the area designated by Party A.

5. Payment

All payment for the purchase price shall be paid in RMB, unless Party A approves other payment terms in writing, and Party A may withdraw or change these other payment methods at any time by written notice.

Party B shall pay the full payment for each shipment within 21 days after the receipt of the goods at the place of delivery specified in Article 3 of this Agreement. The amount of the purchase shall be within the credit limit given by Party A to Party B. Party B’s inability to pay within the time specified in this article will be considered a breach of contract. Party A has the right to take all remedies provided by the contract and law, including termination of this Agreement and any legal action. Party B shall pay the payment to the bank account designated by Party A.

If the central or local government imposes any taxes or duties on the payment in this Agreement, whether by way of withholding or other means, the amount payable under this Agreement shall be increased accordingly to ensure that Party A will still be able to accept the tax after tax payment. The amount payable under this Agreement.

Party A has the right to offset Party A's payables stipulated in this Agreement by Party B's current or future debts owed to Party A under this Agreement or other trading activities, regardless of whether the transaction generating this debt is related to this transaction.

6. Sales service

Party B will do its utmost to promote the sale and use of the products in the sales area. In order to help Party B achieve the best results, Party A will provide relevant knowledge of the products. Party B shall use the relevant knowledge of the product to sell the product and promote the resale of the product.

7. Intellectual property rights

Party B agrees not to use Party A's trademarks other than the performance of this Agreement. Party B hereby confirms that the Trademark is the exclusive and exclusive property of Party A, and once this Agreement is terminated, Party B will not use the trademark or the packaging unique to Party A in any way on any products other than those defined in this Agreement. Party B further warrants and agrees that this obligation is continuous and will remain in effect after the termination of this Agreement. Party B further warrants and agrees that it will not apply for or attempt to register or otherwise confuse other trademarks in any country or territory, either during or after the term of this Agreement.

Party B enters into a small guarantee and agrees that it will not produce or sell or cause any person or unit to produce or sell Party A's fake products or any of its trademarks or packaging similar to Party A's products during or after the term of this Agreement. A product that causes confusion. If Party B can fulfill its obligations and guarantees as stipulated in this article, Party B's actions are serious violations of this Agreement. In this case, Party A has the right to terminate this Agreement immediately and submit the case to the appropriate government agency or / and the people's court. Party B shall immediately stop these infringements and compensate Party A for any loss of profits and any other actual and indirect losses caused by Party A's breach of contract.

Party B shall only sell products bearing trademarks. The trademark shall be properly displayed on all advertisements, promotional materials or other printed materials on the products sold by Party B.

Party B shall immediately notify Party A of any infringing trademarks and the specific packaging described above. Party A will decide at its own discretion what action to take and all the funds recovered will belong to Party A. Party B shall cooperate with Party A to protect and defend Party A's rights to trademarks and unique packaging.

8. Signs and warnings

Unless otherwise required by law or government, Party B shall not remove any mark of the product or add anything to the product with the prior written consent of Party A.

9. Credit guarantee

If you have good payment performance and stable sales results, Party B can apply for credit or apply for an increase in credit. According to the requirements of Party A, the credit amount exceeding RMB '' must be guaranteed by B or the third party provides Party B with a valid guarantee and is accepted by Party A. Party A has the right to adjust the credit amount given by Party A to Party B. When Party A cancels the credit amount of Party B, Party B must pay all the payment before Hu purchases the goods.

10. Privacy Policy

Party B agrees that during the period of this Agreement and within five years after its termination, all data, processes, formulations related to Party A's business, products, programs, research or development, which are in the relationship with Party A, will be kept most closely. Drawings, trade secrets, and the prior written authorization of Party A shall not disclose confidential information to anyone.

11. Compliance with laws and regulations

Party B shall strictly abide by all laws and regulations in effect at all times in the sale of its products in China. Party B shall be responsible for any penalties resulting from any violation or non-compliance with any laws and regulations caused by any act or omission of Party B. Party B agrees to indemnify and protect Party A from any damage caused by compliance with the laws, regulations or requirements of the central or local government, or the negligence of Party B, its senior staff, directors, employees, concurrent persons or agents. Or the loss of civil compensation.

12. 2000 match

The parties hereby undertake that the facilities, equipment, operations, information systems and all other systems and processes currently in use or in the future for the performance of this Agreement shall be matched in 2000 and shall be capable of fulfilling the obligations, representations and warranties set forth herein. And to ensure that the match in 2000 causes the party to fail to perform the obligation, the statement said the guarantee, the party will be considered a serious breach of contract. The defaulting party shall be fully responsible for compensation for losses caused by the breaching party and/or third party due to the breach of contract.

13. Term and termination

This Agreement shall be valid for a period of one year from the date of signature by both parties. Thereafter, this Agreement will automatically extend for one year year after year unless either party gives written notice to the other party to terminate this Agreement 30 days prior to the expiration.

Regardless of the provisions of the preceding paragraph

1) When either party is able to perform any of its obligations at this end and can correct the error within 10 days after receiving the corresponding notice, the other party may at any time give notice to the defaulting party to cancel and terminate this agreement immediately. The exercise of this right by either party in the event of the above-mentioned breach of contract does not affect the party’s right to terminate this Agreement in the event of a recurrence of the same breach of contract or other condition or warranty; or

2) When Party B is able to pay in accordance with the provisions of this Agreement, Party A has the right to terminate this Agreement immediately without giving any notice;

3) When Party B enters liquidation, is insolvent, applies for signing, preventing or suspending the agreement with its creditors, applies for bankruptcy, or when most of Party B's assets or most of its shares have been transferred to compete with Party A or any of its affiliates If the company or consortium related to the opponent is under the control of the company or the consortium, Party A reserves the right to cancel the termination and termination of this agreement at any time by giving notice to Party B; or

4) Either party may terminate this Agreement by giving 30 days' written notice without any reason.

The dissolution or expiration of this Agreement will not relieve any obligation to pay the amount due under this Agreement. Unless Party A proposes to recover the price of the product purchased at the beginning, Party B can sell the product that still exists at normal price.

14. Sales license

It is the responsibility of the party to obtain all licenses, and other authorizations that are necessary or recommended for the sale of the product within its local market. If this Agreement is terminated for any reason or expires, Party B shall assign such licenses, consents and other authorizations to Party A or Party A's designated party or cancel such licenses, consents and other authorizations, in accordance with Party A's free choice.

15. Force majeure

If either party performs the performance of this Agreement or any of its obligations, except for the payment portion, it is hindered or interfered with by events beyond normal control, including but not limited to: natural events, government actions, state or labor turmoil, war, terror or other Foreseeable natural disasters, the obligation to perform a breach of force majeure after timely notification to the other party will be exempted from the scope of the obstruction, system or interference. However, the party shall try its best to avoid or eliminate the factors that hinder the performance of the contract, and shall continue its performance immediately after the force majeure is lifted. If a party is able to perform this Agreement for more than 30 days due to force majeure, the other party may terminate this Agreement by giving written notice to the other party seven days in advance.

16. Special payment

Party A will not directly or indirectly pay any cash or in kind to the third party in order to influence the decision of any third party to obtain any benefits or benefits. Nothing in this Agreement authorizes the Administrator to make such payments, either directly or indirectly, in the performance of its obligations under this Agreement, and Party A will not compensate such payments.

17. Provision of information

Party A shall provide Party B with the information necessary for the sale of Party A's products. Party B shall provide Party A with information or materials, including but not limited to: Party B's industrial and commercial registration, copy of tax registration certificate, financial statements, office address, warehouse address. , mailing the summons address, telephone number, receipt certificate sample, invoice collector, goods extractor, account number, etc. Any changes to the above information or information should be immediately communicated to the other party. For Party B with an efficient distributor replenishment system, Party A will provide Party B with product information, quota information and order confirmation information through the electronic data exchange system, and ensure that the information provided is complete, accurate and timely.

Party B will provide Party A with the invoicing information of the products through the electronic data exchange system on a regular basis, and ensure that the information provided is complete, accurate and timely.

18. Notification

Any notice required under this Agreement must be in writing, in the form of a face-to-face service, registered mail, telex or fax:

Party A: ____ Ltd.

address:____________________

To: __________________

phone:____________________

fax:____________________

Party B: ____________________

address:____________________

To: __________________

phone:____________________

fax:____________________

Either party may modify the above address or addressee, but must notify the other party in writing 30 days in advance, in the manner specified in this Agreement, and such modifications shall not take effect until the other party receives such notice.

If the notice is served by telex, fax or in person, the date of receipt of the notice shall be the date of the telex or fax or the date of the face-to-face service. If the notice is sent by registered mail, the date of receipt of this notice should be 7 days after the date of posting.

19. Transfer of rights

Without the prior consent of the other party, neither party to this Agreement has the right to transfer or transfer, in part or in whole, any of its rights or obligations under this Agreement. However, Party A may transfer its rights and obligations under this Agreement to Party A's subsidiaries and parallel companies.

20. Settlement of disputes

Any dispute arising out of or in connection with this Agreement shall be referred to the People's Court if it cannot be settled in a friendly manner.

21. Continue execution

During the settlement of a dispute, the parties shall continue to implement this Agreement in other respects.

22. Application of the law

This Agreement applies to the laws of the People's Republic of China

23. Severability

If any provision of this Agreement is deemed to be invalid, unenforceable or inconsistent with or in conflict with the laws of the People's Republic of China, its provisions will remain valid and enforceable. The parties agree that if a provision is deemed to be invalid, unenforceable or inconsistent with or in conflict with the laws of the People's Republic of China, the parties will replace the former with a valid and enforceable provision. This effective provision shall, to the fullest extent of this Agreement, enable the parties to achieve their economic, commercial and other purposes.

24. Abstaining

Failure by any party to this Agreement to exercise or delay the exercise of any of its rights, powers or privileges under this Agreement shall not be deemed a waiver of such right, power or privilege, or exercise of any right, part or exercise of any right, power or privilege. Nor can it be considered a waiver of any other right, power or privilege.

25. Title

The headings of the terms of this Agreement are for reference only and have no legal effect.

26. Integrity and change

This Agreement supersedes all prior written or oral agreements between the parties on the subject matter of this Agreement and will constitute an overall agreement between the parties on the subject matter. Any changes or modifications to this Agreement shall be effective only if they are in writing and signed by a fully authorized party of the parties.

27. Effective

This Agreement will become effective after it has been signed and sealed by the licensors of both parties.

28. Subsidiary files

The following files will be attached to the Agreement and form part of this Agreement:

Subsidiary Archive A: Sales Terms of Service

Subsidiary File B: Disposal Requirements

Attached file C: preferential payment terms

The accompanying file is an integral part of this Agreement and, if this Agreement differs or conflicts with these affiliated files, this Agreement shall prevail.

The authorized representative signed this Agreement in Guangzhou, China on __________________________________________________________________________________________________________________________________________________________

Party A: __________ Co., Ltd.

Party B: __________________________