外贸销售合同

外贸销售合同（通用6篇）

篇1：外贸销售合同

编号： no：

日期： date ：

签约地点： signed at：

卖方：sellers：

地址：address： 邮政编码：postal code：

电话：tel： 传真：fax：

买方：buyers：

地址：address： 邮政编码：postal code：

电话：tel： 传真：fax：

买卖双方同意按下列条款由卖方出售，买方购进下列货物：

the sellers agrees to sell and the buyer agrees to buy the undermentioned goods on the terms and conditions stated below:

1 货号 article no.

2 品名及规格 description&specification

3 数量 quantity

4 单价 unit price

5 总值：

数量及总值均有_____%的增减,由卖方决定。

total amount

with _____% more or less both in amount and quantity allowed at the sellers option.

6 生产国和制造厂家 country of origin and manufacturer

7 包装： packing：

8 唛头： shipping marks：

9 装运期限：time of shipment：

10 装运口岸：port of loading：

11 目的口岸：port of destination：

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12 保险：由卖方按发票全额110%投保至_____为止的_____险。

insurance：to be effected by buyers for 110% of full invoice value covering _____ up to _____ only.

13 付款条件：

买方须于_____年_____月_____日将保兑的，不可撤销的，可转让可分割的即期信用证开到卖方。 信用证议付有效期延至上列装运期后15天在中国到期，该信用证中必须注明允许分运及转运。

payment：

by confirmed, irrevocable, transferable and divisible l/c to be available by sight draft to reach the sellers before ___/___/_____ and to remainvalid for ingotiation in china until 15 days after the aforesaid time of shipment. tje l/c must specify that transhipment and partial shipments are allowed.

14 单据：documents：

15 装运条件：terms of shipment：

16 品质与数量、重量的异义与索赔：quality/quantity discrepancy and claim：

17 人力不可抗拒因素：

由于水灾、火灾、地震、干旱、战争或协议一方无法预见、控制、避免和克服的其他事件导致不能或暂时不能全部或部分履行本协议，该方不负责任。但是，受不可抗力事件影响的一方须尽快将发生的事件通知另一方，并在不可抗力事件发生15天内将有关机构出具的不可抗力事件的证明寄交对方。

force majeure：

either party shall not be held responsible for failure or delay to perform all or any part of this agreement due to flood, fire, earthquake, draught, war or any other events which could not be predicted, controlled, avoided or overcome by the relative party. however, the party affected by the event of force majeure shall inform the other party of its occurrence in writing as soon as possible and thereafter send a certificate of the event issued by the relevant authorities to the other party within 15 days after its occurrence.

18 仲裁：

在履行协议过程中，如产生争议，双方应友好协商解决。若通过友好协商未能达成协议，则提交中国国际贸易促进委员会对外贸易仲裁委员会，根据该会仲裁程序暂行规定进行仲裁。该委员会决定是终局的，对双方均有约束力。仲裁费用，除另有规定外，由败诉一方负担。

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 foreign trad arbitration commission of the china council for the promotion of international trade for arbitration in accordance with its provisional rules of procedure. the decesion made by this commission shall be regarded as final and binding upon both parties. arbitration fees shall be borne by the losing party, unless otherwise awarded.

篇2：外贸销售合同

Party B:

In accordance with the Civil Code of the Peoples Republic of China and relevant provisions, both parties have reached an agreement through friendly negotiation and hereby enter into this contract.

1. Party A entrusts Party B to produce a series of clothing products. The specific specifications, models, quantities, unit prices and prices are set out in the attached list.

2. Product quality standards, special process requirements and cost burden: ___.

Iii. Delivery Time and Method: Party B shall deliver the goods within working days after receiving the advance payment from Party A, the delivery method shall be determined through negotiation, and Party A shall confirm the delivery and sign Party Bs delivery note.

Iv. Acceptance criteria and time limit: Party A shall conduct acceptance inspection according to sample clothing standards within the receipt date. If there is any quality problem, it should be raised here, and Party A shall bear the delay.

V. Packaging requirements and expenses:

Vi. Delivery method and place:

Vii. Payment of deposit Payment Amount and time:

Viii. Settlement Method and time limit: Party A shall pay the payment in cash or by transfer within the receipt date.

Ix. Service Commitment:

1. Within one month after the delivery of the products, Party B shall be responsible for replacing and modifying the products in case of quality problems caused by Party B.

2. After this mass production, if Party A proposes additional production requirements, Party B shall make the products according to the sample clothing standard on the basis that the fabric specifications, quality and price are the same as those of this product, and a separate contract shall be signed by both parties through negotiation.

10. Liability for breach of contract:

1. The processing and production of Party B shall be subject to the samples confirmed by Party A. If Party A proposes to change the fabric, style and color during the process, Party A shall bear the responsibilities and expenses arising therefrom and extend the delivery date accordingly. If Party A fails to pay the advance payment as agreed, Party B may withhold the production and extend the delivery time accordingly, until Party A pays the advance payment and starts the production according to the corresponding requirements of the contract. If Party A fails to make the payment within the agreed time, Party A shall pay Party B a penalty at the monthly interest rate of 5% of the overdue payment.

2. If Party B proposes to change the fabric, style and color during the process, Party As consent shall be obtained; otherwise, Party B shall bear the responsibilities and expenses arising therefrom. If the delivery date needs to be extended, both parties shall negotiate separately.

11. If a party fails to perform the contract due to force majeure or any cause that is not attributable to the party itself, it may be exempted from liability for breach of contract.

Xii. Other matters not covered herein shall be settled by both parties through negotiation.

Xiii. This contract is made in duplicate, with each party holding one copy. The contract shall come into force upon being signed by both parties. This contract shall be void upon completion of the transaction.

Party A:

Party B:

篇3：信达雅,外贸合同翻译也可以

严复在其翻译巨作《天演论》的《译例言》中说, “译事三难:信、达、雅。求其信已大难矣, 不达, 虽译犹不译也, 则达尚焉。”“为达即所以为信也。”“三者乃文章正轨, 亦即为译事楷模。故信、达而外, 求其而雅。”须知严复的“雅”本意是指译文应用汉时士大夫专用的古文言文语体, 而不可采用普通大众喜闻乐见的白话文语体。究其根底, 是因为严复翻译的主要目的是将西方先进的科技或思想成果引介给中国当时的清廷高层, 因而须用其惯用的古文体语言, 才能投其所好, 实现其希望能在中国引起自上而下大变革的美好愿望。作为翻译家经年翻译实践的心得体会, “信达雅”在中国翻译领域是占统治地位最久、也是最具影响力的翻译标杆。

对于该翻译理论, 多年来也是阐释颇多, 层出不穷。对“信”与“达”争议较少, 其中比较有代表性的理解即为, “信”为忠实 (faithfulness) , 指译文要忠实于原文, “达”为通达 (fluency) , 即译文须通顺、流畅。而“雅”随着时代变迁, 则被不断赋予新的涵义, 较普遍的理解是雅致 (elegance) , 指译文的措辞、体裁等应高雅而不粗俗。

这样一来, “信达雅”就更多地与文学翻译联系在一起, 而与商贸类翻译“绝缘”了。就像许渊冲[1]所说, 科学研究的是“真”, 艺术研究的是“美”。科学研究的是“有之必然, 无之必不然”之“理”;艺术研究的是“有之不必然, 无之不必不然”之“艺”。商贸作为一种科学性非常强的领域, 其文本及其翻译自然很难与“雅致”“高雅”这样诗意的词相提并论。

然而就象后辈对于“雅”的理解和阐释已经完全背离严复的初衷一样, 其实完全可以视之为与原文在体裁及措辞方面保持一致则为“雅”。如原文是业务信函, 则译文须同样用词规范、客套;若原文为产品说明书, 则译文须同样浅显易懂;若原文为法律文书, 则译文须同样庄重严谨。如此, 则“信达雅”的适用范围则更宽广许多。

二、外贸合同的措辞特点及其翻译之“雅”

外贸合同即国际货物销售合同, 又称国际货物买卖合同, 是指营业地处于不同国家的当事人之间就货物买卖所发生的权利义务关系而达成的协议。外贸合同在用词方面的特色大致有如下几种:

1. 大量使用古体词语。

外贸合同使用hereafter, hereby, herein, hereof, hereto等古体语, 使其更加庄重严肃而正式。翻译时我们同样将之翻译为略带古语色彩的词, 如:

We hereby certify that…

比较: (1) 我们用这份合同证明…

(2) 兹证明…

2. 大量使用外来词语

部分源自拉丁语、法语等的词语由于意义稳定、概念精确而被使用到法律及合同文本中, 如dépécage (分割说) , L’ordinnance de la Marine (海事条例) , force deloi (法律效力) ad hoc (特别的, 专门的) 等等。在翻译时要将其在专业领域内的意义呈现出来。如force majeure本为法语词, 意义有二:优势压倒的力量;不可抗力。若采用前种翻译, 则未能表达出该词在法律方面的特殊涵义。

3. 词语并列

即意义相同或相似的词语并列出现于一个短语中, 如null and void, made and entered into, terms and conditions, rules and regulations等等, 或是一种修辞手段, 起到强调的作用;或是为了使意思表达更为精确。因此在翻译时也要区别对待, 如不能将后二者视为只是修辞手段, 而应非常严谨地分别译为“条款和条件”、“规章和制度”。

4. 频繁使用情态动词尤其是“shall”

Shall we go now?我们可以走了吗?

shall在这里是一种建议、提议。

而在下面句子中

The shipment of goods shall be made as specified in theSales Confirmation.

shall表示的则是强制性地承担责任或履行义务。

试比较: (1) 货物可以按照《销售确认书》的规定进行运输。

(2) 货物必须按照《销售确认书》的规定进行运输。

翻译不够严谨, 一词之差, 可能会发生运输方式的改变、运输期限的延长、货物发生灭失、经济纠纷与索赔等各种不利情况。

5. 用词庄重, 多用含有名词的介词短语代替单个介词或动词

如in accordance with而不是according to, in the event that/in case而不是if, without prejudice to而不是not affecting, 在翻译类似短语时亦要尽力使译文与原文一样庄严、权威。如将in accordance with译为“依据”而非“按照”, 将in the event that译为“若…”而非口语化的“要是”等等。

三、结语

任何一种翻译理论的提出固然都有其确切初衷, 也有其一定的局限性。但我们不能因此就将我国宝贵的思想文化瑰宝抛弃, 而一味地去膜拜西方更“科学”、更“先进”的译论。如何使严复的“信达雅”、鸠摩罗什的“失味论”、玄奘的“六不翻”乃至钱钟书的“化境”说、许渊冲的“优势竞赛论”能够焕发新的生机, 新的光彩, 需要我们用新的视角, 从新的切入点去审视, 去研究。

摘要：严复的信达雅翻译标准一直以来在中国翻译界占据举足轻重的地位, 但有人认为该翻译准则只适用于文学领域的翻译, 而对经贸类翻译并不适用。本文通过对该标准进行新的阐释, 证明其同样适用于外贸合同类的翻译。

关键词：信,达,雅,外贸合同

参考文献

[1]许渊冲:译笔生花[M].郑州:文心出版社, 2005:65

[2]吴谨谨:实用英汉翻译[M].上海:复旦大学出版社, 2005

[3]冯克江:论外贸合同的特点与翻译[J].河北软件职业技术学院学报, 2008, (2) :77-81

篇4：外贸销售合同

“外贸4.0”时代来临

“外贸1.0” 自20世纪80年代起，中国开始加快出口贸易的步伐，当时起到桥梁作用的是国营外贸公司。销售模式为外国客商给外贸公司下订单，然后外贸公司给生产企业下单。

“外贸2.0” 随着广交会的成功，加之其他展会犹如雨后春笋般涌现，中国企业开始四处参加展会，通过展会获取外贸订单。

“外贸3.0” 以阿里巴巴为代表的外贸网络平台开始崭露头角，外国客商通过网络平台了解中国产品，进而给中国生产企业下订单。但是，自2008年次贷危机后，网络平台的营销效果长期不尽如人意，一方面由于国外需求减少，另一方面，中国产品严重供大于求，生产企业获得订单的难度越来越高。因此，营销模式急需转型升级。在前3个外贸营销阶段，海外普通批发商（特指那些批发产品给零售商的基层批发商）难以直接和中国企业订货，通常是海外贸易公司或大型批发商给企业下订单，原因如下。

首先，中国企业设定的最低起订量太高。例如，国内某知名IT代工厂，要求平板电脑至少3000台起订，这对于大多数批发商来说是难以接受的。

其次，预定到收货周期太长。“下订单——生产——发货——收货”的流程周期太长，对于零售商来说难以操作。

最后，资金要求太高。中国企业通常通过信用证、现汇等结算方式，这对于普通批发商来说，资金要求压力太大，实际操作性太低。

以上3个原因导致海外零售商需要通过本国大型批发商或贸易公司进行订货。而在当前外贸市场竞争无比激烈的形势下，要实现竞争优势，就要做到跳过中间环节，直接将产品卖给普通批发商或零售商。要实现这个模式，最佳途径就是海外驻点销售。

海外驻点销售是指中国企业直接在海外某国设立分公司或者办事处，同时建立仓库，将产品运往目的国，并直接将产品卖给当地批发商或零售商，也就是“外贸4.0”时代的销售模式。

进入“外贸4.0”时代基本条件

随着“外贸4.0”时代的来临，尤其是2013年以来，大量企业开始陆续尝试采用海外驻点销售模式。但是，并不是所有的企业都能顺利进入“外贸4.0”时代。总结起来，企业通常需要具备以下3个基本条件：第一，企业产品需要在同行业中具备一定优势，且在该行业处于中游或以上；第二，企业需要有长期发展规划，海外驻点销售的效果需要一定的时间才能显现，因此企业只有具备长远的发展规划，才能循序渐进地进入“外贸4.0”时代；第三，企业需要具备强有力的人才储备，大量案例表明，很多企业因为人才缺乏而导致无法顺利开展海外驻点销售。

海外驻点销售模式实施步骤

第一步，企业需要选择一个目标市场。以普通消费品为例，首先，企业需要寻找人口较多的国家。对于一些人口很少的国家，市场本身就非常狭窄，无论怎样开发，销售量也没有较大的提升空间，如毛里求斯。其次，企业应该避开那些政局较为动荡的国家。因为这对于企业长期规划来说，并不是一个好的选择，如阿富汗。最后，对企业来说，一些市场庞大，但已经非常成熟的国家，其市场投资回报率并不高，难以成为理想的市场，如美国。根据这3个条件，企业可以考虑以下几个国家：东南亚的印尼、菲律宾和泰国；南亚的印度、孟加拉；欧洲的俄罗斯、土耳其；非洲的安哥拉、尼日利亚；拉丁美洲的巴西、智利等。其中，对于实力较强的企业来说，拉丁美洲可以作为长远计划来进行投资。拉丁美洲很可能成为未来世界消费品市场的重要板块。

第二步，企业需要提前进行市场考察。在确定目标市场后，企业应前往目的国进行市场考察。企业可以事先通过网络或其他途径了解目的国的批发市场或者相关的专业市场所在地，携带产品画册（翻译为目的国通用语言）和样品。企业到达目的地后，应前往市场了解产品，并与相关批发商或零售商进行洽谈。同时，企业还应了解目的国的住房、仓库和签证等相关信息。一般情况下，企业可以在目的国的华文报纸得到针对华人服务的信息（全世界较为主要的国家都有华人报纸和专门为华人服务的中介机构）。这个考察期通常为1个星期到1个月不等，企业回国后，便可以开始汇集信息和整理思路，针对该市场进行可行性分析，决定是否要前往这个市场驻点销售。

第三步，企业在目标市场驻点销售。第一批销售人员到达目的国，企业就可以开始租房、建立仓库、联系物流公司，并从国内发货。在货到之后，开始销售。大量驻点销售案例分析表明，中国企业海外驻点，如果直接在市场建设店铺开展批发或零售业务，成功率往往很低；而企业通过设立仓库和贸易公司，供货给当地批发商或零售商，成功率会大大提高。

海外驻点销售建议

我曾经在多个国家从事海外驻点销售，有过成功与失败的经验，因此，对于准备前往海外驻点销售的企业，提出以下建议。

发掘和培养人才 企业可以从内部发掘有潜质的员工，同时进行包括海外生活指导和目的国通行语言培训。有一个企业经常碰到的误区：很多企业认为要在国内招聘相关语种的人才派驻海外，比如要派往印尼，就要招聘会印尼语的人才。其实这个观念是错误的。因为全中国会印尼语的人才本来就很少，这样选拔人才只会不断降低人才的综合素质。销售人员并不是只会当地语言就可以了，更重要的是综合素质，而语言可以通过后期培训进行学习。此外，企业可以借助Google翻译等翻译软件，解决基本的语言问题。

设立长期发展规划 很多企业在开始海外驻点市场销售之后，操之过急，做了一两年，发现亏损就打道回府。其实，海外市场销售是一个长期的发展过程，无论是企业品牌还是市场渠道，都需要一段较长的时间来完善和发展。

针对目的国市场开发个性产品 由于实行驻点销售可以更加贴近目的国市场的消费者，因此企业需要通过市场调查和消费者反馈来完善产品结构，从而开发出个性产品来满足市场需求。而现在很多到海外销售的中国企业都抱有清库存的观念，即把国内卖不出去的积压产品运到海外卖掉，这种做法只会适得其反。

克服困难，方能抢占先机

其实，很多中国企业早已察觉海外驻点销售将成为外贸营销渠道的趋势，但是因为受到各种困难的制约，鲜有企业能够在这个模式中获得成功。无论如何，“外贸4.0”时代的来临是无法阻挡的，企业要想在外贸行业中立于不败之地，唯有克服困难，方能抢占先机。

篇5：外贸英文销售合同

Party B (Seller) : ______________

Based on the principles of voluntariness, equality, mutual benefit, good faith and good faith, Party A and Party B, through full and friendly negotiation, enter into the following contract terms and conditions for mutual adherence and performance.

Article 1 Subject of transaction

1. Name: ______________

2. Variety: ______________

3. Specification: ______________

4. Price: ______________

Article 2 Guarantee of quality and quantity

The sellers guarantee that the goods are new and in conformity with the specifications and quality specifications stipulated in the contract. The quality guarantee shall be valid for ________ months after the arrival of the goods at the port of destination.

Article 3 Country of production and manufacturer

1. Country of Production: _____________________

2. Manufacturer: _____________________

Article 4 Packing

It shall be able to meet the basic requirements of anti-crushing and moisture-proof, or meet other requirements proposed by Party A.

Article 5 Terms of Payment

Fob terms:

1. According to the contract, the sellers shall notify the buyers by cable (or letter) _______ days prior to shipment the contract number, name of goods, quantity, value, case number, gross weight, dimensions and when the goods can be delivered at the port of dispatch for the buyers to book space.

2. If the goods are to be sent by post (or air), the Sellers shall notify the Buyers by cable (or letter) _______ days prior to shipment, in accordance with clause _______, of the approximate time of shipment, contract number, name of the goods, price, etc. The Seller shall notify the buyer of the contract number, name of the goods, price and the date of shipment immediately after delivery, so as to facilitate the Buyer to purchase insurance in time.

Article 6 Shipping Advice

The Seller shall, immediately after the completion of loading, notify the Buyer by letter or cable of the contract number, name of goods, quantity, invoice price, gross weight, name of vessel and date of shipment. If the buyer fails to purchase the insurance in time due to the Sellers failure to notify in time, the seller shall be liable for all losses.

Article 7 Terms of shipment

1. Ocean shipping: full set of clean loaded on board bills of lading to order in blank, endorsed by the consignor in blank indicating “freight payable”, “freight paid” and notified to ________ company of the port of destination.

2. Airmail package: ________ A copy of air waybill marked “freight collected” and “freight paid” shall be delivered to the buyer.

3, _______ copies of invoice, indicating the contract number and shipping mark (if more than one shipping mark, the invoice should be separated, details should be handled according to the contract).

4. Packing list in _______ copies issued by the manufacturer.

5. Certificate of quantity and quality issued by the manufacturer _______ copies.

6. Immediately after the shipment, inform the buyer by cable or letter of the details of the shipment. In addition, the seller within... days after shipment, want to use airmail send... all of the above documents, a directly sent to the consignee, the other a _____ company directly sent to the destination port.

Port and consignee of Article 8

________________.

Article 9 Time Limit for shipment

Receipt of irrevocable L/C _______ days.

Article 10 Shipping marks

The Seller shall clearly mark on each case the case number, gross weight, net weight, volume and the words “Keep away from moisture”, “Handle with care”, “This side up” and shipping mark.

Article 11 Insurance

1. The buyer shall take care of himself after shipment.

To be insured by the seller ____________.

Article 12 Claims

If the quality, specifications or quantity of the commodities are found to be not in conformity with those stipulated in the contract within _______ days after the arrival of the port of destination, the buyers shall be entitled to propose replacement of the commodities with good quality or claim for compensation by presenting the inspection certificate issued by ________ The Inspection Bureau, and all expenses such as inspection fee, insurance fee and loading and discharging fee shall be borne by the sellers. However, if the claim is the responsibility of the insurance company or the carrier, the seller shall not be liable. If the goods are damaged due to inferior quality during use within _______ months after arrival at the port of destination, the buyers shall immediately notify the sellers in writing and lodge claims against the Sellers on the basis of the inspection certificate issued by ________ Bureau. The Seller shall be responsible for the immediate elimination of defects at the Buyers request and, if necessary, at the Buyers expense. Should the Seller fail to respond to the Buyer within _______ months after receipt of the aforesaid request, the Seller shall be deemed to have accepted.

Article 13 Force Majeure

The Seller shall not be liable for any delay in shipment or failure to deliver the goods mentioned in this Contract due to force majeure in the course of manufacture and shipment. The Seller shall immediately notify the Buyer of the aforesaid accident and within _______ days thereafter airmail to the Buyer a copy of the accident certificate issued by the Government as evidence. The Seller shall still be responsible for taking necessary measures to speed up the delivery of the goods and the Buyer shall have the right to cancel the contract if the accident continues for more than _______ weeks.

Article 14 Late delivery and fine

If the Seller fails to deliver the whole or any part of the goods mentioned in this Contract on time or late, and the Seller agrees to a penalty, the Buyer shall agree to the delay in delivery, provided that the delay in delivery is caused by force majeure and the penalty may be deducted from the payment by the paying bank after negotiation. The fine shall not exceed delays... % of the total cost of the goods, fine rate per day... for... %, insufficient press the day number... day... day. The buyers shall be entitled to cancel the contract if the sellers still fail to deliver the goods more than one week beyond the time of shipment stipulated in this contract _______. Notwithstanding the cancellation of the contract, the Seller shall pay the above-mentioned penalty to the Buyer without delay.

Article 15 Arbitration

All disputes arising out of the execution of this Agreement shall be settled amicably by both parties through negotiation. In case no settlement can be reached through negotiation, the case shall be submitted for arbitration to ______________ arbitration Commission which shall submit the case for arbitration in accordance with its arbitration procedures. The arbitration award shall be final and binding upon both parties. The arbitration fee shall be borne by the losing party.

Article 16 This Contract shall come into force after being signed by both parties in _______ originals in both Chinese and English, each party holding _______ originals, each of which shall be equally authentic.

Party A (signature) : ______________ Party B (signature) : ______________

篇6：外贸英文销售合同

buyers: buyers:

Any dispute arising from the performance of this Agreement shall be settled by both parties through friendly negotiation. In case no settlement can be reached through friendly negotiations, the case shall be submitted to the Foreign Trade Arbitration Commission of the China Council for the Promotion of International Trade for arbitration in accordance with its provisional rules of procedure. The decision of the Commission shall be final and binding upon both parties. Unless otherwise provided, the arbitration fee shall be borne by the losing party.

The Seller and the buyer agree to sell the goods by the seller on the following terms and conditions, and the Buyer to buy the following goods:

1. Article Number:

2. Product name and specification: ________

3. Quantity: _______________

4. Unit price: ________

5. Total value: The quantity and total value are subject to _____% increase or decrease at the sellers discretion.

6. Producing countries and manufacturers:

7. Packing: ________

Shipping mark: ________

9. Time of shipment: ________

Loading port: ________

11. Port of destination: ________

Insurance: To be covered by Sellers for 110% of full invoice value up to _____ _____ risk.

13. Terms of Payment: The buyers shall reach the sellers by confirmed, irrevocable, transferable and divisible letter of credit at sight on _____ _____ _____. The L/C is valid for negotiation and expires in China 15 days after the above mentioned shipment date. The L/C must indicate that sub-shipment and transhipment are allowed.

14. Documents: ________

Shipping terms: ________

16, quality and quantity, weight differences and claims:

17, human irresistible factors:

18. Arbitration:

Either Party shall not be held responsible for failure or temporary failure to perform this Agreement in whole or in part due to flood, fire, earthquake, drought, war or other events that cannot be foreseen, controlled, avoided or overcome by either party. However, the party affected by the force majeure event shall notify the other party of the occurrence of the event as soon as possible, and within 15 days after the occurrence of the force majeure event, the certificate of the force majeure event issued by the relevant authority shall be sent to the other party.

The parties agree to enter into this agreement on the following terms and conditions.

Article 1. Definitions

1.1 Products: The products referred to herein shall mean the products manufactured and sold by Party A under its trademark (product name __________) and other commodities agreed by both parties in writing from time to time.

1.2, the district: areas referred to in this agreement refers to _______ the _______________________.

1.3 Trademark: The trademark referred to in this Agreement means (full name of trademark) _______________________.

Article 2. Appointment and Legal Relations

2.1 Appointment: During the validity of this Agreement, Party A appoints Party B as its agent in order to obtain orders for products in the region. Party B is willing to accept and undertake this commission.

2.2 Legal Relations: The rights and powers granted to Party B herein are limited to those granted to general agents, and this Agreement does not create any other relationship or give Party B any right to represent or bind Party A to any other agreement. In particular, this Agreement does not constitute or appoint Party B as a representative, employee or partner of Party A. The Parties expressly understand and agree that under no circumstances shall Party A be liable for any loss that Party B may suffer, whether in whole or in part.

2.3 Instructions: Party B shall strictly comply with instructions sent by Party A from time to time. Party B shall try to protect Party As interests and compensate Party A for any claims, debts and liabilities arising from Party Bs exceedance or breach of Party As instructions.

Article 3 Responsibilities of Party A

3.1 Advertising materials: At the actual cost, the Chinese Side shall provide Party B with a reasonable amount of product samples, samples, price lists, brochures for advertising and publicity and other auxiliary materials related to product promotion.

3.2 Payment Promotion: Party A shall do its best to support Party B in promoting the products; Party A shall not take the initiative to make offers to other customers in Party Bs territory.

3.3 Referral of Customers: Unless otherwise provided herein, if other customers in the region directly inquire or order from Party A, Party A shall refer such customers to Party B for contact.

3.4 Price: Party A shall keep the price information of the products provided by Party B as stable as possible and shall promptly notify Party B of any change to facilitate sales promotion.

3.5 Preferential Terms: Party A shall provide the most preferential terms for Party B to obtain orders. In the future, if Party A offers more favorable terms than this Agreement for selling products to other customers in the region, Party A shall immediately notify Party B in writing and provide Party B with more favorable terms than this Agreement.

3.6 Warranty: Party A warrants that if the products sold under this Agreement are proved to be of inferior quality at the time of sale and are approved by Party A, Party A shall repair or replace them free of charge. However, this warranty of free repair or replacement is limited to the extent that the product has not been altered or improperly used after sale. Apart from the above warranties, both parties agree not to provide any other warranties.

Article 4 Responsibilities of Party B

4.1 Sales Promotion: Party B shall actively promote the sales of the products, obtain orders, and maintain a sales organization with a considerable scale and sufficient capacity to facilitate the smooth development and expansion of the products business in the region.

4.2 Prohibition of Competition: Except with the written consent of Party A, Party B shall not manufacture, purchase, obtain orders, or assist in marketing the same or similar products of other countries, or resell the products hereunder to other countries and regions.

4.3 Minimum Sales: Within the first twelve months during the term hereof, the total amount of orders for products obtained by Party B from customers in the Territory shall not be less than ______ Yuan. It will increase by 15% every 12 months.

4.4 Expenses: During the term hereof, Party B shall bear all expenses incurred in promoting and obtaining product orders in the Territory, such as telegram fees, travel fees and other expenses, except as otherwise provided herein.

4.5 Product Price and Conditions: Party B undertakes to sell the products at the prices and conditions specified by Party A at any time during the term hereof. When acquiring orders, Party B shall fully inform the customer that Party As sales confirmation or some terms in the contract and any orders shall be valid only after Party Bs confirmation and acceptance. Any product order received by Party B shall be immediately forwarded to Party A for confirmation or rejection.

4.6 Supervising the performance of the Contract: Party B shall urge the buyer to perform the contract in strict accordance with the terms of the sales confirmation or contract, such as timely issuance of letters of credit, etc.

4.7 Market Reports: Party B shall be responsible for providing Party A with written market reports about the products on a monthly (or quarterly) basis, including the sales situation, price, packaging, marketing methods, advertising materials, customers reactions and opinions of similar products in the market. In case of major changes in market conditions, Party B shall promptly notify Party A by telegram.

Article 5. Commission

5.1 Commission Rate and payment method: For all orders obtained by Party B and confirmed by Party A, Party A shall, upon receipt of the full payment for each transaction, pay to Party B _________ commission per invoice net selling price. For convenience of settlement, commission is remitted once a month (quarter). In case of return of goods, Party B shall refund the relevant commission to Party A.

5.2 Calculation basis: The above invoice net selling price refers to the total amount (or gross selling price) of the products issued by Party A after deducting the following expenses, provided that these expenses are included in the gross selling price:

(1) Customs and excise duties:

(2) Packing, freight and insurance:

(3) Commercial discounts and quantity discounts:

(4) Payment for returned goods:

(5) Deferred payment interest:

(6) Party Bs commission:

5.3 Direct Transactions of Party A: If any customer in Party Bs territory still insists on direct transactions with Party A despite having known the trade relationship between Party A and Party B or having been referred to Party B by Party A, Party A shall have the right to enter into transactions with such customer, retaining _________ commission with Party B and treating such transaction as part of the minimum sales set forth in Paragraph 4.3 hereof.

If a customer in Party Bs territory enters into a transaction with Party A for the products during its visit to China (including participating in various trade fairs held in China) and the destination port is Party Bs agent territory, Party A shall have the right to accept the order without retaining any commission for Party B or including the aforesaid minimum sales.

5.4 Excess commission: If Party B actively promotes the products and exceeds the minimum annual sales (calculated according to the actual shipment amount) during the term hereof, Party A shall, in addition to the prescribed commission, pay Party B additional reward commission for the excess:

(1) In case of 50% excess, the bonus commission will be 50% _________;

(2) In case of 100% or more excess, the award commission will be % _________. The reward commission shall be settled by Party A and remitted to Party B in one lump sum at the end of the year.

Article 6. Validity Period of the Agreement

This agreement is valid for ______ years and will become invalid automatically upon expiration. If both parties agree to extend this Agreement, either party shall notify the other party in writing ______ days prior to its expiration for mutual confirmation

Article 7. Termination of the Agreement

7.1. Termination: Both parties hereto shall implement all terms and conditions conscientiously and responsibly. Each party may immediately terminate this Agreement or cancel any part thereof by written notice to the other party under the following conditions:

(1) If either party fails to perform any of its obligations under this Agreement and such breach is not rectified within ______ days after receipt of the other Partys written notice requiring it to be rectified;

(2) if a party automatically or involuntarily applies for a declaration of bankruptcy, automatically or involuntarily applies for reorganization, liquidation, dissolution, or has appointed an estate administrator to that party;

(3) In the event of a breach of Article 8 of this Agreement relating to the use or registration of the trademark;

(4) In case of Force majeure caused by Article 9 of this Agreement, a party is still unable to perform its obligations after the expiration of _________ days.

7.2 Effect of Termination: Termination of this Agreement shall not release the Parties from any outstanding debts incurred in accordance with this Agreement. Any loss suffered by the other party due to the breach of contract by either party prior to the termination of this Agreement shall still be entitled to claim compensation from the other party and shall not be affected by the termination of this Agreement. Party B hereby declares that Party B waives any claim for compensation or compensation for damages caused by termination of this Agreement, but Party A shall still pay the commission due to Party B before termination of this Agreement.

Article 8. Trademarks

The trademarks, designs and other marks currently owned and used by Party A are the property of Party A and shall not be used or registered by Party B, directly or indirectly, in whole or in part, without the special written consent of Party A. Even if Party A specifically agrees in writing to Party B to use it in a certain way, such use shall cease and be cancelled upon expiration or termination of this Agreement.

In case of any dispute or claim concerning the above rights, Party A shall have the right to immediately and unilaterally cancel this Agreement without assuming any liability arising therefrom.

Article 9. Force Majeure

No claim shall be made by either party for any delay or inability to perform all or part of the terms of this Agreement, directly or indirectly, due to force majeure. Such causes include: floods, fires, wind disasters, earthquakes, tsunamis, lightning strikes, epidemics, wars, blockades, embargoes, seizures, threats of war, sanctions, disturbances, control of electricity, prohibition of imports or exports, or other similar causes beyond the control of the parties, or other special causes agreed upon by the parties.

The party concerned shall, within _________ days after the occurrence of the accident, notify the other party in writing and provide certificates issued by the local authorities to prove the existence of the force majeure accident.

Article 10. Arbitration

All disputes arising out of or in connection with this Agreement shall be settled through friendly negotiation. If no settlement can be reached through negotiation, both parties agree to submit the case to China International Economic and Trade Arbitration Commission for arbitration in accordance with its arbitration rules. The arbitral award shall be final and binding upon both parties. Neither party shall apply to the court or other institution for change by litigation or other means. The arbitration fee shall be borne by the losing party and shall be handled in accordance with the arbitration award if otherwise stipulated.

Article 11. Transfer

Neither party shall transfer any of its rights and obligations under this Agreement to any third party without the prior written consent of the other party. Any assignment shall be void without the express written consent of the other party.

Article 12, Entry into force of the Agreement and others

12.1 Effective Date: This Agreement shall come into force immediately upon signature by both parties.

12.2 Matters not Covered herein: If any matters not covered herein need to be added or modified, the Agreement shall not come into force until it is submitted in writing and signed by duly authorized representatives of both parties.

12.3 Headings: The headings of the terms of this Agreement are for convenience only and shall not limit or affect the substance of any of the terms of this Agreement.

12.4. Entire Agreement: This Agreement constitutes the entire agreement and understanding between the Parties with respect to the subject matter hereof. Except as expressly provided in this Agreement, no previous conditions, representations or warranties, whether written or oral, shall be binding on the Parties with respect to the subject matter hereof.

12.5 Official text: This Agreement and the annexes are made in Chinese and English. Each text has two originals and two copies. After signing, each party holds one original copy and the two texts are equally authentic.

12.6 Government Trade: This Agreement shall not apply to trade between the governments of both parties or transactions between the governments of Party A and Party B, nor shall it apply to barter trade or bidding transactions.

Party A (seal) :

Party B (Seal) :