영문 위탁판매계약서 (consignment agreement)

CONSIGNMENT AGREEMENT

문서서식포탈비즈폼

 

 

 

This Agreement made on the __________day of __________2002 by and between ABC Inc., a Korean corporation, with its principal office at (address), the Republic of Korea (hereinafter called 　ABC) and __________, with its principal office at ____________________(hereinafter called Consignee)

 

 

WITHNESSETH :

 

 

WHEREAS, ABC has developed and is now engaged in the business of manufacturing and selling certain products to some countries, and

 

WHEREAS, Consignee desires to enter the business of promoting, selling, installing and servicing the products in its country and other territories.

 

NOW, THEREFORE, the parties hereto mutually covenant and agree as follows:

 

 

Article 1. Appointment

ABC hereby appoints Consignee as its sole consignee for the sales within the territory of ____________________(hereinafter called Territory) of the products of ABC as specified in Exhibit A (hereinafter called 　Products).

 

 

Article 2. Order and Contract

2.1 Consignee may receive orders and buying offers from customers in Territory and may conclude sales contract on Products on behalf of ABC with any person, firm, or company within Territory, provided, however that Consignee shall execute any sales contract with customer only by using a sales contract form, a copy of which is attached hereto a the Exhibit B hereof.

 

2.2 Consignee shall not make or use other contract form than the form specified in the paragraph 2.1 of this Article or shall not modify, amend or alter such specified form by and reason whatsoever without a prior written consent of ABC.

 

Article 3. Price

3.1 Price for each item of Products to be sold to customers in Territory shall be provided in the Exhibit A attached hereto as an integral part hereof. Consignee shall sell Products and contract with customers strictly in accordance with the said Exhibit A.

 

3.2 Notwithstanding provisions of the preceding paragraph 3.1, ABC may change any price of Products and, in such case, ABC shall inform Consignee of such change along with the valid period of the new price of Products from time to time.

 

 

Article 4. Sole Consignee

4.1 ABC agrees to make no agency or distributorship agreement with any other person, firm or company for the sales of Products in Territory during the life of this Agreement, insofar as Consignee at all times fully complies with its obligations hereunder.

 

4.2 Nothing herein contained shall be construed as exclusion of ABCs direct transaction with any person, firm or company in Territory.

 

 

Article 5. Competitive Business

Consignee shall not deal as agent, distributor or representative, or in any other manner, with any goods or equipment competitive or likely to compete with Products during the life of this Agreement.

 

 

Article 6. Independent Business

Consignee shall at all times be independent of ABC. In the event that Consignee invests or expends any amount for advertisement or business operation or newly employs persons in order to carry out this Agreement, ABC in not responsible for such Consignees expenditure thereon even if this Agreement has been terminated or canceled for any reason whatsoever.

 

 

Article 7. Minimum Transaction

7.1 The following minimum sales of Products shall be guaranteed by Consignee under this Agreement.

(a) US$ ____________________ for each half or first year hereof;

(b) US$ ____________________ for each half or first year hereof;

(c) US$ ____________________ for each half or first year hereof;

 

7.2 If Consignee fails to attain the said minimum sales in any one period, ABC is entitled to terminate this Agreement prematurely by giving thirty (30) days notice.

 

7.3 The above minimum sales shall be calculated on the total sales amount of Products for which Consignee has effectively received the payment from its customers and, in addition, of Products for which ABC has directly shipped and received the payment in its direct transaction with clients in Territory.

 

 

Article 8. Consignees Services

8.1 During the life of this Agreement, Consignee shall render following services, and bear all costs and expenses incurred arising from such services

(a) To keep Products bailed by ABC hereunder in the custody of Consignee or other custody approved by ABC at the place agreed between the parties hereto;

(b) To have a showroom where Products shall be displayed to potential customers;

(c) To make contracts as much as possible with customers by using the sales contract form stipulated in the paragraph 2.1 of Article 2 hereon behalf o ABC;

(d) To collect whole money from customers under contracts above menand to remit such money to ABC, provided that remittance for the money collected in each month shall be made within ten(10) days from the last day of such each month;

(e) To give ABC marketing information and report as stipulated herein or as instructed by ABC hereunder from time to time;

(f) To render services as stipulated herein or as instructed by ABC hereunder from time to time.

 

8.2 During the life of this Agreement, ABC shall furnish Consignee with Products. The quantity, items etc. of Products so furnished and time when ABC delivers Products to Consignee shall decided upon by ABC at its sole discretion but after negotiation with Consignee on them.

 

 

Article 9. Maintenance

9.1 Consignee shall take care of any after-sales service for the customers wit the most careful attention. Consignee shall inform ABC of any mechanical or operation trouble with Products as soon as Consignee receives a notice of such trouble from any customer, and shall take any necessary action to be mutually agreed. ABC and Consignee shall discuss how ABC and/or Consignee shall bear any cost necessitated for such action on a case-by-case basis.

 

9.2 Consignee shall keep sufficient parts, tools and equipment for the maintenance service of Products to customers. During the warranty period provide in each sales contract between ABC and customer, Consignee shall repair any defective Products within the scope of Consignees technical capability.

Article 10. Technical Training

Consignee shall at its own expense send personnel of its own choice in a number to be agreed upon by the parties hereto to ABC for the purpose of being thoroughly trained in the installation, operation repair and maintenance of Products installed in Territory. ABC shall train the personnel dispatched by Consignee for a period not to exceed ____________________.

 

 

Article 11. Title

The absolute title to all Products consigned to Consignee by ABC shall remain in ABC until such time that Products have been effectively delivered to customers.

 

 

Article 12. Insurance

During the period when Products are in the custody of Consignee or other custody as stipulated in (a) of the paragraph 8.1 of Article 8, Consignee shall keep them in sale and in good conditions. Consignee agree to keep Products insured in the name and for the benefit of ABC against loss by fire, theft or otherwise with extended coverage. Any policy of such insurance shall be delivered to ABC and Consingee shall bear all premiums thereof.

 

 

Article 13. Commission

13.1 In consideration of Consignees services hereunder, ABC shall pay Consignee within one (1) month after the close of each calendar quarter commissions at the rate of _______________ percent on all sales amount which are or become consummated, collected and fully paid for by Consignee or customer during such calendar quarter. ABC reserves the right to deduct from any commission due any amount which may be owed by Consignee to ABC.

 

13.2 ABC needs not to pay Consignee any commission in case when payment for Products shipped to customers is made between ABC and customers under a separate sales contract between them.

 

 

Article 14. Expenses and Import Duty

14.1 Consignee shall bear all expenses incurred for unloading charge, storage, transportation and handing of Products in Territory.

 

14.2 ABC shall remit to Consignee the amount for import duty immediately after the amount is fixed.

 

14.3 Unless otherwise provide herein, no other payment than the above shall be made by ABC without any written consent of ABC to do so.

 

 

Article 15. Sales Promotion

Consignee shall diligently and adequately advertise and promote the sales of Products at its cost throughout Territory. ABC may furnish without or with charge to Consignee reasonable quantity of advertising materials.

 

 

Article 16. Information and Report

Both ABC and Consignee shall periodically and/or on the request of either party furnish information and market reports each other to promote the sales of Product as much as possible. Consignee shall give ABC such report as inventory, market conditions and other activities of Consignee.

 

 

Article 17. Industrial Property Right

17.1 Consignee shall not register in Territory any patent, utility model, trademark, design or copyright in Products.

 

17.2 Consignee shall not use ABCs signature, monogram, name or any other mark that is now or may henceforth be owned by ABC, or similar to them.

 

 

Article 18. Confidentiality

The technical and/or commercial information given by ABC will be supplied and disclosed to Consignee in confidence. Except where such confidential information otherwise becomes public knowledge, Consignee shall not disclose such confidential information or otherwise use it except for such disclose to employees and buyers as may be necessary in connection with sale and use of Products. The obligations of this Article shall survive termination of this Agreement for the period of five(5) years after termination.

 

 

Article 19. Term

This Agreement shall be effective as of the date first written above and shall remain in effect for a period of three (3) years from the effective date. At the end of the three (3) year period, if both ABC and Consignee so consent in writing, this Agreement shall be continued for an additional term of three (3) years. Such consent shall not be unreasonably withheld by either party.

Article 20. Termination

20.1 If Consignee fails to fully, adequately and in timely manner perform any of its responsibilities or obligations set forth herein, and such failure is not corrected within thirty (30) days after written notice thereof is given by ABC, then ABC shall have the right to immediately terminate this Agreement by giving written notice thereof to Consignee.

 

20.2 ABC shall have the right by written notice to Consignee to immediately terminate this Agreement and all of Consignees rights and responsibilities hereunder if (ⅰ) Consignee shall voluntarily or involuntarily enter into or acquiesce in any dissolution, liquidation, bankruptcy or similar insolvency or winding-up proceedings, or (ⅱ) in the event of the appointment of a receiver for any of the assets of Consignee, the making of an assignment for the benefit of the creditors of Consignee, or the taking of any similar action such as requesting a creditors assignment or composition of creditors, or (ⅲ) if the present owners of Consignee (or of the corporation which controls Consignee) shall no longer own or control more than fifty percent (50%) of the shares of Consignee (or of the corporation which controls Consignee).

 

 

Article 21. Rights and Obligations after Termination

21.1 Upon termination of this Agreement, Consignee shall notify its customers in Territory to the effect that this Agreement has terminated.

 

21.2 In case Consignee holds a stock of Products at the time of termination hereof.

Consignee shall ship back whole of Products stocked to ABC.

 

 

Article 22. Force Majeure

Neither party shall be liable to the other party for failure to perform parts or whole of this Agreement and/or each individual contract when such failure is due to strikes, labor trouble, riots, storms, fires, explosions, floods, inevitable accidents, war(declared or undeclared), embargoes, blockades, legal restrictions, insurrections, Act of Gods or any other cause similar thereto which is beyond the control of the party.

 

 

Article 23. Notice

Any notice required or authorized to be given by either party hereto shall be received in writing and shall be deemed effectively served when deposited in mail, registered and addressed to the party to whom such notice is directed at such partys place of business as follows :

To ABC        Tel No. :

Fax No. :

Address :

 

To Consignee   Tel No. :

Fax No. :

Address :

 

Or such other address as either party shall hereinafter furnish to the other party by written notice as herein provided.

 

 

Article 24. Assignment

This Agreement shall not be assignable by either Consignee or ABC without the other party's written consent.

 

 

Article 25. Arbitration

All disputes, controversies or differences which may arise between the parties hereto, out of or in relation to or in connection with this Agreement, or the breach thereof, shall be finally settled by arbitration in Seoul, the Republic of be Korea in accordance with the Commercial Arbitration Rules of the Korean Commercial Arbitration Board. The award rendered by arbitrator(s) shall be final and binding upon both parties.

 

 

Article 26. Governing Law

This Agreement shall be governed as to all matters, including validity, construction and performance, by and under the laws of Korea.

 

 

Article 27. Waiver

Failure of any party to insist upon the strict and punctual performance of any provision hereof shall neither constitute waiver of nor estoppel against asserting the right to require such performance, and never shall a waiver or estoppel in one instance constitute a waiver or estoppel with respect to a later breach whether of similar nature or otherwise.

 

Article 28. Integration

This Agreement sets forth the entire agreement and understanding between the parties as to the subject matter of this Agreement and merges all prior discussions and negotiations between the parties, and neither of the parties shall be bound by any conditions with respect to the subject matter of this Agreement other than as expressly provided in this Agreement or other than as duly set forth on or subsequent to the date hereof in writing and signed by both parties.

 

 

 

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized officer or representative as of the date first above written.

 

 

 

ABC Inc.                                          Consignee

 

 

Name, President

Name, President

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