Agent Agreement代理协议 沙特

  涉外文件格式样本     |      2022-01-08 17:19
Agent Agreement代理协议 沙特


Agent Agreement № XXX
 
Date:  1st January, 2021
…………………………………………
Company “XXX. Est. (Address: XXX Ibne Khaldoon Dammam KSA)”, in the person of General Manager, Salem XXX, hereinafter referred to as “The Agent”, on the one part, and company "XXX Co.,Ltd.(Address: XXX, China, P. C. 214500)”, China, in the person of Project Manager (as well as shareholder of the company) Mr. XXX Chen (Chinese name ChenXXX), hereinafter referred to as “The Supplier”, on the other part, have concluded the present agreement as follows:
 
1. SUBJECT OF THE AGREEMENT
 
1.1. To run its business in Kingdom of Saudi Arabia (short for KSA) more effectively the Supplier assigns the right to represent the Company’s interests and supply the products of the Supplier to the Agent, and the Agent accepts this right.
 
1.2. The Supplier produces glass lined equipment, glass lined accessories, and other anti-corrosion process equipment (i.e. chemical equipment), and hopes to promote their products in KSA market.
 
1.3. The Agent agrees to assist the importation from the Supplier to KSA market, and use their relation, technology, equipment and personnel to sell these equipment in KSA market.
 
1.4. TERRITORY valid for this agent agreement: The Whole KSA
 
2.  OBLIGATIONS
 
2.1. The Agent assists the Supplier to makes contracts in the Supplier’s name with Customers for the delivery of the Supplier’s products on the basis of the present agreement.
 
2.2. The Agent will assist to urge Customers to make timely payments for the manufactured goods to the Supplier according to the terms of delivery contracts between the Customers and the Supplier.
 
2.3. Commission
The commission for the Agent is 10% of the equipment value of the contract signed between the Supplier and the Customer. After each down payment by the Customer to the Supplier, the Agent will receive same percentage of commission from the Supplier.  And the balance of the commission will be paid by the Supplier to the Agent when the balance of contract value is paid by the Customer to the Supplier.
After reception of each payment from customers to the Supplier, the supplier will remit related commissions to the Agent within two weeks. In case of small amount of commissions, for easier operation and with consent of the Agent, the commissions can be accumulated to amount more than USD1,000 before being transferred.
Besides the commission agreed above, if the Agent assists the Supplier expanding its business in KSA effectively, the Supplier will pay the Agent some amount of money as bonus at the end of the year.
 
2.4.   The Agent profits by internal corporate privileges of the Supplier for official representatives.
 
2.5. Other detailed obligations for the Agent:
 
2.5.1. The Agent organizes visits to the enterprises of the given region together with the delegation of the Supplier for the sake of promotion of products of the Supplier and makes use of its own offices, staff, transport and communication facilities during the visits.
 
2.5.2. The Agent agrees to sell the Supplier’s equipment as his primary work and do the best to promote and sell the Supplier’s equipment in KSA market by advertising, trade exhibition, direct sale, online sale and business negotiation etc.
 
2.5.3. The Agent agrees that every agreement which is signed between him and his Customers shall take effect subject to Supplier’s confirmation in terms of delivery date, procedure, quantities, price and payment.
 
2.5.4. The Agent shall not divulge confidential information of the Supplier whether during or after termination of the Agency Agreement. The Supplier reserves the right of taking necessary steps should the Agent divulge Supplier’s confidential information. The confidential information includes product drawings, technical specifications, instruction documents, commercial strategy, supplier and client list etc.
 
2.5.5. The Agent is obliged to report the market situation and the Customer’s suggestions in details to the Supplier biannually; meanwhile the Agent should provide the samples, price, sale and advertising information of the congener product to the Supplier for reference.
 
2.6. Other detailed oblidations for the Supplier:
2.6.1. The Supplier agrees to do their best to satisfy the requirements of the Agent and the Customers with available technology. The Supplier supports the Agent providing all the technical data necessary for the work with potential Customers, sending its specialists to the enterprises and providing promotional materials and sample products in time.
 
 
2.6.2. Service and installation will be done by the Supplier, and such cost will be included in the offer. The Agent shall assist the communication between customer and the Supplier.
 
2.6.3. The Supplier agrees to provide reasonable quantities of catalogue to the Agent for market promotion to the users.
 
2.6.4. After receiving the payment of purchase order from the Agent or the Customers, the Supplier will deliver the related products within the promissory time according to the contract.
 
3. GUARANTEE
3.1. The Supplier guarantees high quality of manufacturing and full correspondence of the Goods to the terms and conditions agreed between the Agent and the Customer confirmed by the Quality Certificate.
 
3.2 If within the guarantee period the Goods are found to be defective or non-compliance with the terms of the contract, the Agent shall assist the Customer to provide Supplier with a detailed explanation of the defect or non-compliance. The Supplier will examine this explanation, and when it is the case as claimed, the Supplier should arrange a solution to eliminate the defects or non-compliance at the soonest possible moment by either repairing or replacing the defective or non-compliant goods and in this case:
 
- The Supplier shall pay all expenses related to replacement of the defective Goods. And the value of defective Goods is the upper limit of these expenses. If the damage is due to misoperation of the Customer or exceeding the working condition of supplied equipment, the Customer shall be responsible for the relevant charges
 
-  In case of replacement of the defective goods the new Goods shall be supplied on the technical delivery conditions and drawings agreed between the Agent and the Customer according to Incoterms-2010.
 
- The guarantee period resumes valid from the moment of repairs or replacement of the defective Goods (or their parts). 
 
4. CLAIMS
4.1. In case of discrepancy to conditions of the contract acceptance of the Goods by quality and quantity is made with participation of the independent expert.
 
During the check of the arrived Goods by the expert of the consignee the appropriate act is made.
 
4.2. Claims concerning the quantity and conformity of the delivered Goods to the contract should be made by the Customer (assisted by the Agent) to the Supplier during the period specified in contracts for the delivery of each group of the goods. The basis for claims is the act made in the presence of the Agent representatives, the Customer and the independent expert.
 
5. TERMS OF EXCLUSIVENESS & PENALTIES
 
5.1.1 The Supplier agrees to authorize the Agent as exclusive agent to sell and distribute the Supplier’s equipment in KSA market. And the Agent agrees to accept this assignment. In confirmation of this agreement, the Supplier agrees to send a letter which confirms the Agent as the exclusive agent for KSA market.
 
5.1.2. The Supplier should not submit any commercial offers for the products destined for the regions and particular enterprises where the Agent’s projects are realized, to other companies, enterprises, juridical and natural persons.  The Supplier shall not supply above products to other Customers in KSA either directly or indirectly. If the Customers order directly, the Supplier should transfer them to the Agent. If not transferring to the Agent, the Supplier should also remit the commission according to Clause 5.3.
 
5.2. For above mentioned chemical equipment, the Agent should only assist the purchase from the Supplier. The Agent should not become an agent, representative, distributor or any kind of the same or similar nature for or in any other way assist any firm manufacturing any range of products directly or indirectly competitive with those of the Supplier handled by him on the Area during the existence of this agreement.
 
5.3. In case the Supplier delivers the goods to the regions and definite enterprises where the Agent’s projects are realized, on its own or via other companies without any agreements with The Agent on that point, the Supplier indemnifies to The Agent 10% of the cost of the delivered goods.
   
5.4. In case The Agent delivers the goods from alternative Suppliers to the regions and definite enterprises where the common projects are realized together by both companies, on its own or via other companies without any agreements with the Supplier on that point, The Agent indemnifies to the Supplier 10% of the cost of the delivered goods.
 
6. CANCELLATION OF THE AGREEMENT
 
6.1. Agreement can be cancelled if one of the parties does not fulfill its obligations.
 
6.2.  This Agreement shall substitute all previous agreements and will be effective as of January 1st, 2021 and be valid for five year (i.e. till 31st December, 2024). Either party as per the end of each calendar month may terminate it, provided three months notice is given. However, it shall not be terminated prior to expiration of 6 months after the effective start date of the agreement. Notice shall be given in writing by registered mail or by sending scan copy of the notice by e-mail.
 
6.3. The cancellation of the agreement does not release the parties form the obligations undertaken during the agreement validity period.
 
7. ARBITRATION
     7.1. All disputes and differences which may arise out of or in connection with the present agreement, should be solved when possible in process of negotiations between the parties.
 
8. FORCE MAJEURE
8.1. The circumstances of Force Majeure, i.e.: fire, flood, earthquake and other natural calamities, wars, strikes, prohibitions of the government for export and import, extend the delivery period proportionally if they directly affect the timely execution of the agreement.
 
The Supplier shall notify the Agent as well as the Customer immediately about the beginning and cessation of Force Majeure circumstances, the notification of existence and period of Force Majeure circumstances to be certified by the respective Chamber of Commerce of the country.
 
8.2. If the a.m. circumstances last more than 3 calendar months, The Customer will have the right to cancel the unfulfilled part of the contract, and the Supplier shall indemnify to the Customer the payment for the undelivered goods.
 
9. GENERAL CONDITIONS
9.1. All the previous negotiations and correspondence about the present agreement become invalid after the signing of the present agreement.
 
9.2. The parties have no right to assign their rights and obligations under the agreement to any third party without the written consent of each other.
 
9.3.  All addendums and amendments to this agreement are valid only if signed by both Parties.
 
9.4.  The present agreement is signed in two originals, each in the English, Chinese language, both texts having equal power and consisting of 8 pages. Each party holds one original copy.
 
In case of unclear provisions or discrepancies the English version of this agreement shall prevail.
 
9.5. This agreement can be amended or supplemented through consultations, but the amending or supplement should be regarded as indiscerptible part of this agreement.
 
9.6. The agreement comes into effect from the date of signing by both Parties.
 
9.7. The Agreement can be concluded by the Parties by means of signing and transferring it by telefax.
 
10. LEGAL ADDRESSES OF THE PARTIES
 
 

The Supplier 
 
XXX Co.,Ltd.
Office: XXX, China, P. C. XXX
Website: XXX
 


The Agent:
 
XXX. Est.
XXX, Ibne Khaldoon Dammam KSA
Web: XXX