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Translation - English Authorized Agent Contract for Za, UNO and AQL Cosmetic Products – Supplement Agreement 1
Party A: SSS China Co., Ltd.
Party B:
Through negotiations between Party A and Party B, both parties agree to enter into this agreement dated _________, 2014 as a supplement to the Authorized Agent Contract for Za, UNO and AQL Cosmetic Products (hereafter called Master Contract).
I. Transaction Mode and Supply Price
1. Transaction mode: sales and distribution
2. Supply price: ZA branded products to be 63% of recommended retail price, AQL branded products to be 63% of recommended retail price, UNO branded products to be 64.8% of recommended retail price.
II. Order and Payment
1. Each month, Party B shall place order within timespan specified by Party A; within 10 days after receiving the order from Party B, Party A shall deliver the ordered products to Party B through logistic of Party A with delivery cost on account of Party A.
2. Party B shall make full payment to Party A on or before 27th of succeeding month for the products ordered in current month. If the 27th day of succeeding month falls on a statutory non-working day, the payment shall be effected on the last statutory workday prior to the 27th.
3. Should there be event of Party B delay in making payment; after written notice from Party A to Party B, Party A has the right to change transaction terms to delivery to be effected after Party B made full payment. If Party A considers Party B delay in making payment due to subjective reason, Party A has the right to terminate this Supplement Agreement and the Master Contract.
III. Annual Sales Target
1. Every six months, Party A will set sales targets to Party B (targets including but not limited to order target, retail sales target, ex-storage delivery target, target of number of stores, etc.). Party B shall endeavor to fulfill those targets.
2. For first 6 months of this Agreement, Sales targets of Party B are as referred to in the Master Contract. Sales targets for succeeding 6 months shall be negotiated for separate agreement.
3. Under one of following conditions, Party A has the right to terminate the Master Contract before expiry; Party B shall not dissent:
1) Sales of Party B for a period of 6 months (amount exclude tax) achievement rate below 90% of the sales targets confirmed by Party A;
2) Sales of Party B for consecutive 2 periods of 6 months (amount exclude tax) fail to meet the sales targets confirmed by Party A.
IV. Logistics (delivery of products) and inventory management of the Products for the shop of authorized dealer
1. Itinerary of the logistics (delivery of products) from Party B to shops of authorized dealers locate within area authorized by Party A shall be as following:
1) Channels of department stores, hypermarkets
Party B accepts ________ time of order each month. Within ___ days after confirming the order, Party B shall deliver products and promotional materials to the counters of designated stores.
2) Channels of exclusive stores
Party B accepts ________ time of order each month. . Within ___ days after confirming the order, Party B shall deliver products and promotional materials to the counters of designated stores.
2. Cost of logistics (delivery of products) from Party B to shops of authorized dealers locate within area authorized by Party A shall be responsible by Party B.
3. Party B shall promise to follow completely the above itinerary of logistic flow (delivery of products) for the delivery of concerned products and promotional material, to ensure normal business activities of the shops of authorized dealers in all channels. If delivery of products and promotional material cannot be delivered on time due to Party B fails to follow the above itinerary of logistic flow, Party A shall take following actions, Party B shall not dissent:
1) Party A shall use logistics of Party A or other methods for special delivery of products, all concerned expenses shall be responsible by Party B;
2) If it results to one-time out of stock in the shop and loss of sales amount to RMB5,000 and below (calculated based on average sales volume of the concerned product during the immediate past four weeks), Party A shall issue warning to Party B (include but not limited to form of verbal, written, email or SMS).
3) If it results to two-times out of stock in the shop or new products cannot be launched to market on time, Party A has the right to terminate executive of the whole or part-of this Agreement and the master contract, and hold Party B for the responsibility of the loss of Party A due to the mistake made by Party B in logistics, Party B shall not dissent.
4. When Party A accepts the reason of delay which caused late delivery of products and promotional materials to shops of authorized dealers, Party A and Party B shall negotiate for solution.
5. Party B must appoint a person responsible for operation of the Agent Management System of Party A, and manage stock keeping of concerned products, and prepare on daily basis the product in and out inventory table. Equivalent management shall be given to all promotional material provided by Party. Party A shall check and stock-take from time to time on irregular basis on the products and promotional materials stored in warehouse of Party B, Party B must render assistance actively. When Party A requests for information of outbound delivery of products and promotional material, Party B must provide timely and truthfully.
IV. Logistics (Delivery) and Inventory Management of Promotional Materials for the shops of authorized dealers
1. To support the business activities of the shops of authorized dealers of all channels, Party A shall provide various types of promotional materials (include but not limited to items for display, trial kit, medium/small size samples, flags, light box films, posters, GWP, etc.).
2. Promotional materials remain the property of Party A and are used only to support sales activity of the shops of authorized dealers. Party B must sell promotional materials as commercial products.
3. Promotional material to be delivered through logistics of Party A to designated warehouse of Party B, and then logistic of Party B shall distribute to shops of authorized dealers of different channels as designated by Party A.
4. Party B must send all promotional materials in adequate quantity and on time to the shops of authorized dealers, and make sure shops of authorized dealers shall display promotional material and distribute samples as specified by Party A.
5. If Party B fails to execute the above, Party A has the right to take following actions:
1) Reduce or discontinue the supply of promotional materials;
2) Base the amount of loss of sales and estimated amount of loss of sales caused by mistakes of Party B in handling of promotional material, Party A shall revise on short or long term basis the supply prices in order to offset the loss.
3) After notice, warning issued by Party A (include verbal warning, written warning, email, SMS, etc.) no improvement being done, Party A can directly assign another agent in same area to follow sales of the shops of authorized dealers designated by Party A. At the same time, Party B shall automatically lose the brand Agency right and the right of the supplying goods to shops of authorized dealers designated by Party A.
VI. System of appointing responsible personnel
1. After the sales contract being signed between shops of authorized dealers of all channels and Party B, stock management of the shops of authorized dealers, logistic management, payable accounts management, and personnel management of sales staff are to be responsible by Party B, Party A does not take any responsibility.
Party B shall designate personnel to oversee the above activities and shall inform Party A of above information timely and truthfully, in order to facilitate operation of daily business.
2. Focus on Business of Party A (ZA, UNO, AQL section), Party B shall appoint responsible personnel, under the guidance of Party A, to carry out negotiations with authorized dealers of all channels regarding sales contract details, locations of counters, promotion activities and maintenance of daily routine.
3. Base on number of persons confirmed by Party A, Party B shall deploy special sales persons (hereafter in abbreviation DMA), under guidance of Party A, carry out management of daily business activities of the shops of authorized dealers, in order to ensure good and orderly operations of business activities of the shops of authorized dealers. Recruitment of DMA shall be jointly processed by Party A and Party B, and to be employed by Party B after confirmation of Party A.
4. Base on number of persons confirmed by Party A, Party B shall deploy a number of beauty advisors for public channels (hereafter in abbreviation DBA), sales promoters for public channels and exclusive stores, in order to provide face to face service to customers on beauty counsel and product sales. Recruitment of DBA shall be jointly processed by Party A and Party B, and to be employed by Party B after confirmation of Party A. Party B promise to apply salary and bonus system on DBA and sales promoters in same levels as for equivalent positions in Party A of beauty advisor (hereafter in abbreviation BA) and sales promoters.
5. Party B must follow related national law and regulation in signing the labor contract with above personnel and responsible for salary, welfare and insurance due to be released to the accounts of above persons each month in accordance to timing confirmed by Party A. If Party B do not observe related law and regulations, any dispute thus caused to be responsible totally by Party B
6. Based on performance result of an employee, if Party A consider such employee unfit for current position, Party A has the right at any time to request Party B for change of employee, Party B must effect such change within 15days.
7. If Party B cannot effect above requests, after notice, warning issued by Party A (include verbal warning, written warning, email, SMS, etc.) no improvement being done, Party A has the right to terminate execution of whole or part of this Agreement and Master Contract. Party B shall not dissent.
VII. Provision of Office Space
1. Party B shall provide office space and conference (training) room to sales persons engaged in business of Party A.
2. Area of office space depends on number of sales persons, average area for each person should not be less than 5m2
3. The conference (training) room should not be no smaller than 100m2 for daily use by DBA for meeting and training.
4. Expenses of the office space, including daily management fees that may occur in the future (such as: telephone, broadband, before consumption, water, electricity, etc.) shall be borne by Party B.
VIII. System of Regular Meetings for exchange of Sales information
For purpose of well perform of regional sales, Party A and B shall hold meeting on regular time for exchange of sales information. Meeting time, venue, agenda, number of attendances shall be determined by Party A; Party B must actively participate in.
IX. Signing of Contracts with shops of authorized dealers and Other Contracts
Party B is the non-exclusive agent designated by Party A. Within the authorized region, Party B, when dealing with any sales contract relating to this agreement, or any contract or sales promotion agreement that involve brand image, copyrights of the products of Party A, must declare in accordance with the procedures specified by Party A, and the concerned agreement or contract can only be signed after receiving written confirmation of Party A. Party B must not supply any products covered by this agreement to any third party who have not signed the sales contract with Party B (except those covered by written agreement issued by Party A). If Party B violate this term and condition will be considered as serious breaching of this Agreement, Party A has the right to immediate terminate this Agreement and the Master Contract, Party B shall not dissent.
Both Party A and B shall unanimously agree to above terms and conditions,
This Agreement and the Master contract are equivalently lawfully effective.
In case of inconsistency in interpretation of any terms between this Agreement and the Master Contract, explanation of this Agreement shall prevail.
This Agreement duplicate of 2 copies, one copy for each party, to be effected after lawful representative of both parties signed with company chops
This agreement is of validity period same as the Master Contract.
Party A: SSS China Co., Ltd. (seal) Party B: (seal)
Corporate representative: Corporate representative:
Date: Date:
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