SALES AGENCY AGREEMENT
(TRANSLATION)
Party A: China Jewellery Import & Export Co.
Party B: Hang Fung Jewellery Co., Ltd.
As the two parties had very successful cooperation in the past years, both
parties agreed to jointly develop domestic and international market and to
further expand their business cooperation. Through friendly consultation, the
following Sales Agency Agreement is worked out:
1. Agency services
(1) Party A appoints Party B as its agent for selling (wholesale or
retail) its gold, silver and karat-gold jewellery in Hong Kong.
(2) Party B appoints Party A as its agent for selling (wholesale or
retail) its gold, silver and karat-gold Jewllery in China.
(3) Party B appoints Party A as it agent for selling the gold, silver and
karat-gold jewellery it assembles and which are approved to be sold in
China.
2. Responsibilities of Both Parties
(1) Party A
- Handling the import procedures and documentary work for each lot
of jewelry to be sold by Party A as the agent for Party B
- Handling the procedures and documentary work for selling Party
B's products in China
- Promotion and business coordination
- For the goods Party B appointed Party A to sell and which are
approved to be sold in China, Party A shall be responsible for
providing invoices and all other required documents
- Providing market information in China to Party B
Party B shall assist Party A to establish sales network in China and
provide labor, management and sales techniques.
(2) Party B
Regarding the sales that Party B act as Party A's agent, Party B shall
be responsible for the following:
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- Handling related customs procedures for each lot of jewellery
that Party B acts Party A's agent to sell
- Promotion and business coordination
- Providing market information in Hong Kong to Party A
3. Undertaking of Party A
(1) Party A is a legitimate company incorporated in China.
(2) Party A is approved to conduct gold and silver jewellery business, and
import & export gold and silver jewellery in China. It is also
approved to act as an agent for the above-mentioned jewellery import &
export business.
(3) Party A has the power to enter into this agreement.
4. Prices of the Products
The prices of the products will be determined by both parties based on
market situation.
5. Agency fees
(1) For Party A's products appointed to Party B to sell, Party A shall pay
the following agency fees to Party B:
Silver and karat-gold jewellery 10% of sales revenue
Fine gold jewellery RMB 1.00 per gram
(2) For Party B's products appointed to Party A to sell, Party B shall pay
the following agency fees to Party A:
Fashion jewellery 15% of sales revenue
Silver and karat-gold jewellery 10% of sales revenue
Fine gold jewellery RMB 1.00 per gram
(3) Both parties shall be responsible for the respective taxes regarding
the agency fees.
6. Tenure of Agency
(1) This agreement shall have a tenure of 10 years.
(2) Should either one party ceased its business or declared bankruptcy, or
due to force majeure, this agreement shall be terminated.
8. Governing Laws
The interpretation and execution of this agreement shall be governed by the
laws of the People's Republic of China.
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9. Settlement of Disputes
Any disputes arising between Party A and Party B shall be settled through
friendly consultation between the two parties. In case no settlement can be
reached through consultation, either party shall have the right to submit
the dispute to the China Council For Promotion of International Trade for
arbitration. Arbitration shall be carried out in Beijing. The arbitrage
award shall be final and binding upon both parties.
10. This Agreement is written in Chinese and have two copies. Both copies shall
be equally binding.
11. This Agreement shall come into force after signing by both parties.
Signed on November 18, 1994
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