编码 (No) ：
日期 (Date) ：
地点 (Signed at) ：
This agreement is entered into between the parties concerned on the basis of equality and mutual benefit to develop business on terms and conditions mutually agreed upon as follows:
供应商 : 湖南无比创意家居有限公司
Supplier : Hunan Wubi Paintings Decoration Co.,Ltd
地址 ： 湖南省长沙市车站北路649号天都大厦12楼
Add : The 12th floor,Tiandu Building,No.649 North Road of train station,Changsha,China
Article 1. Appointment
During the effective period of this Agreement. Supplier hereby appoints Agent as its exclusive agent to sell NO PEN MURAL products from customers in the territory stipulated in Article 3 and Agent accepts and assumes such appointment.
Article 2. Products
The products covered under this Agreement shall be expressly conned to _No Pen Mural Construction Main Material (hereinafter called products)
Article 3. Territory
The territory covered under this Agreement shall be expressly confined to _____ Country (hereinafter called Territory).
Article 4. Agent Condition
According to national （district）population , divided into grades
The first purchase of 20,000 USD / 0- 100 million population
The first purchase of 40,000 USD / 100 million - 200 million population
The first purchase of $ 60,000 USD / 200 million -300 million population
The first purchase of 80,000 USD/ 300 million -500 million population
The first purchase of 100,000 USD / 500 million population or more
Article 5. Duration
本协议经双方签字生效。代理期限：壹 年（ 年 月 日 --- 年 月 日）；
This Agreement shall enter into force on the signing of both parties. Duration of the agency agreement.: One Year
（_____ Date_____ Month____Year to ____ Date ____ Month ____ Year ）
Article 6. The Renew Standard Of Annual Agent Qualification
Annual accumulated replenishment quantity must meet the first purchase standard to resign a new agency agreement.
Annual accumulated replenishment quantity below the first purchase standard will be automatically downgraded to distributors.
Article 7 Agent / Distributor Price （Tax price）
40 USD/ Pattern （CIF Price ）
Article 8. Methods of payment
This contract payment terms will be made with any payment method for choice in accordance with following:
One-time payment (100% payment before shipment).
2. 分两次付款。代理商装运前付一半货款，卖方发一半货款的货物。另一半余款，可在签约之日起三个月内付清。 逾期未付清余款，代理合同自动失效，取消代理资格和首批货物配送资格。
Exclusive agent could pay in two separate times. Agent should pay 50% payment before shipment, the seller may ship the half amount of products. If agents overdue payment of the balance, the agent contract will be automatically invalid, cancel the agent qualification and the first batch of goods distribution eligibility.
3 卖方银行账户 ：
开户名 ： 湖南无比创意家居有限公司
开户行 ： 建设银行长沙四方坪支行
账号 ： 43050175373600000069
Seller Account : 43050175373600000111
SWIFT : PCBCCNBJHUX
BANK NAME : HUNAN BRANCH, CHINA CONSTRUCTION BANK
ADD. : YINGANG BUILDING NO.2 BAISHA ROAD,CHANGSHA CITY, HUNAN PROVINCE
BENEFICIARY NAME : Hunan Wubi Paintings Decoration Co.,LTD
Article 9. Time of delivery and shipment
The first shipment can be issued in batches according to customer requirements
For delivery amount of goods less than 20,000 USD, production time is 3-5 business days
For delivery amount of goods more than 20,000 USD, both sides should negotiate production time.
Each shipment can not be less than 2,000 USD amount of goods.
Article 10. Logistics Policy
Mode of transport: International Ocean Shipping
The supplier is responsible for international logistics fee ( CIF fee )
Remark: If air freight exceed sea transportation fee, agents or distributors should in charge of the exceeded part of shipping fee.
Article 11. Return policy
1. Apart from quality problems (Due to construction material damage or loss, that the paintings can not be finished well according to effect picture, can return goods) , for any other reasons can not return goods.
Replacement (the pattern can be free to exchange), agent or distributor in charge of the freight.
Article 12. The Supplier’s Duty
Ensure that party B is the only one exclusive agent in the area within the time limit of the effective agency.
After the contract comes into force, the supplier should provide free construction technical and sales training information.（by videos）
From the date of signing, the supplier shall not sign or authorize other general agents in the region within the period of the effective agent; otherwise the agent shall have the right to require the supplier to pay the indemnity for the first purchase amount.
After signed the contract,the agent should self-management, self-financing, all business risks and responsibilities have nothing to do with the supplier.
Article 13. Exclusive Agent Rights
The rights of develop and manage distributors. Within the validity of this agreement, the supplier shall transfer to the agent the orders from other distributors within the territory.
The first batch of goods distribution support
You can get 30% of the free products according to the first batch of payment for goods.
Late period replenishment distribution support.
Except for the first purchase of products, the late period replenishment can get
30% free distribution of goods.
Article 14. Agents Duty
Once agent cooperation expires, after the normal termination, the agent can apply to become a distributor, distributors can enjoy the corresponding rights and obligations. No longer enjoy the relevant rights of agents, do not allow the name of the agent to carry out publicity, no right to develop distributor.
Before the termination of agent cooperation, the agent need to return all the subordinate distributor’s remaining payment and settle all accounts.
Do not allow high-priced hype agency and unauthorized transfer of agency. Agents are strictly prohibited through the network platform to issue information transfer agent and the sale of products, otherwise the supplier has the right to unilaterally terminate the agency, and confiscate the agent’s balance payment of undelivered products.
The Agent (including subordinate distributors) in the agency period and the agent after the termination of cooperation, is strictly prohibited cross-regional sales, delivery or construction. Otherwise the supplier has the right to unilaterally disqualify the agent, confiscate the agent’s balance payment of undelivered products .
The agents have obligation to maintain the "no pen mural" brand ; product technology and intellectual property rights are all belong to the supplier, strictly prohibited to promote and construction with another brand; otherwise the supplier has the right to ban the agent’s right, and punish more than 50,000 USD as the liquidated damages.
Article 15. Information and Report
Both supplier and agent shall quarterly and/or on the request of either party furnish information and market report each other to promote the sale of products as much as possible.The agent shall report to the supplier the inventory of products, market conditions and other commercial activities of the goods.
Article 16. Sales Promotion
In order to promote and regulate the development of sales, agents are obliged to actively cooperate with suppliers to carry out various activities and directives. The seller should distribute to the agent a certain number (the value does not exceed 2% of the total payment for products) of the construction tools, advertising items and so on.
Article 17. Termination
In case there is any non-performance and/or violation of the terms and conditions under this Agreement by either party during the effective period of this agreement,the parties hereto shall do their best to settle the matter in question as prompt and amicable as possible to mutual satisfaction.Unless settlement should be reached within thirty (30) days after notification in writing of the other party,such other party shall have the right to cancel this Agreement and the loss and damages sustained thereby shall be indemnified by the party responsible for the nonperformance and/or violation. Further in case of bankruptcy or insolvency or liquidation or death and/or reorganization by the third party of the other party ,either party may forth with terminate this Agreement without any notice to the other party.
Article 18. Force Majeure
自然灾害、政府采购或禁令以及其他任何双方在签约时不能预料、无法控制且不能避免和克服的事件。但受不可抗力影响的一方，应尽快地将发生的事件通知对方，并附上证明材料。Either party shall not be held responsible for failure or delay to perform all or any part of the due to Acts of God, Government orders or restriction or any other events which could not be predicted at the time of the conclusion of the Agreement and could not be controlled,avoided or overcome by the parties.However, the party effected by the Event of Force Majeure shall inform the other party of its occurrence in Written as soon as possible.
Article19. Trade Terms and Governing Law
The trade terms under this Agreement shall be governed and interpreted under the provisions of 1990 Incoterms and this Agreement shall be governed as to all matters including validity,construction,and performance under the laws of Peoples Republic of China.
Article 20. Arbitration:
All disputes arising from the performance of the Agreement should be settled through friendly negotiations. Should no settlement be reached through negotiation, the case shall then be submitted for arbitration to the China International Economic and Trade Arbitration Commission(Changsha office) and the rules of this Commission shall be applied. The award of the arbitration shall be final and binding upon both parties. The Arbitration fee shall be born by the losing party unless otherwise awarded by the arbitration organization.
Article 21. Contract copies and effect
The contract is done in duplicate. Each of the parties should holds one copy. The contract comes into force from the date of signing and official seal and terminate when the warranty term expires.
Signed and sealed by both parties is effective.
THE SUPPLIER: THE DISTRIBUTOR: