甲方（授权方）：Party A (Authorizing Party):
乙方（被授权方）：Party B (Authorized Party):
丙方（生产加工方）：Party C (Manufacturing and Processing Party):
丁方（生产加工方）：Party D (Manufacturing and Processing Party):
The termas used herein means such brand products as directly manufactured in Korea or as jointly manufactured by Party C and Party D subject to instructions of Party B and with the manufacture processes and related technologies provided by Party A hereunder, and as Party A authorizes Party B to sell within the territory of the People’s Republic of China in accordance with terms agreed herein.
“Supplier”as referred to herein means such party to this Contract as may receive written orders from Party B for , including Party A, Party C as well as Party D.
Party A, a corporation duly incorporated and valid existing under the laws of the Republic of Korea, desires to, pursuant to provisions contained herein, authorize Party B as its agent to sellwithin the territory of China, and agrees to provide Party C and Party D with related manufacturing processes and technologies for intended manufacture of, thus enabling Party C and Party D hereto to furnish to Party Bsubject to instructions of Party B;
Party B, a limited liability corporation duly incorporated and valid existing under the applicable laws and regulations of the People’s Republic of China, hereby agrees to accept such authorization and entrustment by Party A hereunder whereby to sellProducts within the territory of China pursuant to provisions described herein;
Party C and Party D, both limited liability companies duly incorporated and existing under the laws and regulations of the People’s Republic of China and having sufficient capability and competence to manufacture the saidProducts, hereby agree to provide Party B with desiredProducts in accordance herewith.
NOW, THEREFORE, in consideration of promises and mutual covenants contained herein, the parties hereto agree as follows:
第一条授权销售区域：Article 1Authorized Territory
Based on or pursuant to provisions contained herein and authorization by Party A hereunder, Party B is only allowed to marketProducts within the territory of China; Party B is precluded from any intended sales by itself of or from intended permitting any third parties to market any of Party A’s products outside the territory of China in the absence or default of further written authorization from Party A.
2.1 The specific or particular brands of Products as described hereunder are as follows:
2.2 The name, type, specifications, unit as well as price of theProducts hereunder are as provided for in Appendix A as attached hereto which is to be reached by related parties hereto in writing through friendly negotiation;
Any new brand or product as may be developed by Party A in the future or any change to the name, type, or specifications ofProducts hereunder are subject to a confirmation by both Parties hereto in writing which confirmation, signed thereby, shall be attached hereto as its appendix.
Party B is required to marketProducts at the price set forth in related Appendix attached hereto.
Party A hereby undertakes and warrants that the quality of suchProducts as provided by the same will be up to or in line with applicable quality standards prescribed by related competent authorities of the People’s Republic of China regarding skin-care products or cosmetics; in addition, the quality of suchProducts as manufactured with the manufacturing processes and technologies provided by Party A to Party C and Party D is also in conformity with applicable quality standards prescribed by related competent authorities of the People’s Republic of China regarding skin-care products or cosmetics.
第三条产品的生产Article 3 Manufacture ofProducts
The Products which are of the brands to be listed below shall be directly manufactured by Party A for furnishing to Party B for sale hereunder:
Party A will furnish to Party C and Party D related manufacturing processes and technologies necessary for production by Party C and Party D, subject to the requirements prescribed in the written order placed by Party B therewith, of the Products which are of the brands to be indicated below, for sale thereof by Party B hereunder;
3、丙方和丁方保证：无论何时、且无论本合同是否有效。（1）在未接到乙方的书面订单的前提下，丙方 和/或 丁方不生产任何的产品；（2）丙方 和/或 丁方依据乙方书面订单生产的所有产品只能依据乙方书面订单所载的要求销售给乙方，不得自得销售或提供给任何第三方销售；
Both Party C and Party D hereby undertake that at any time or at all times and whether this Contract is valid: (i) No Product will be manufactured by Party C and/or Party D without receiving written orders from Party B; and (ii) The Products as manufactured by Party C and/or Party D hereunder may be only allowed to be sold to Party B subject to requirements set out in applicable written orders as duly placed by Party B, and may not be sold by Party C and/or Party D themselves or itself, nor shall be provided to any third parties for sale thereof;
Party B hereby undertakes and warrants that it, acting as the seller of Products within the territory of China, will purchase Product only from the source as stipulated herein, i.e. purchase related Products of various brands, from Party A, Party C or Party D hereto for sale thereof within China hereunder, Party B shall refrain from making any purchase from any third party other than to this Contract, of any Products acquired in any manner or from any channel, unless and until otherwise provided herein.
第四条产品的质量和包装Article 4Quality and Package of Products
The quality of such Products as provided by Party A, Party C as well as Party D hereunder shall be in line with applicable quality standards regarding appropriate skin-care products or cosmetics that may be prescribed by related competent authorities of the People’s Republic of China.
The package of such Products as provided by Party A, Party C as well as Party D hereunder shall be appropriate to ensure the quality of products, prevent the delivered products from any possible damage, as well as to logistics or distribution such as delivery by post, transport and storage, etc;
The package of Products will be sold together with such Products that may be sold to customers.
第五条交货方式Article 5Terms of Delivery
Within ___ days upon receipt of a written order duly placed by Party B, Party A, Party C and Party D shall make proper response or reply thereto, and make delivery of ordered goods within ___days upon confirmation from Party B;
The date and place of such delivery of goods shall be as specified in the written orders duly placed by Party B;
Mode of transportation shall be any mode or form that is appropriate and sufficient to ensure the quality, safety, no-defect as well as delivery time of ordered Products;
Assumption of expenses and risks: it is agreed that related expenses that may arise shall be charged to the account of Supplier; and the risk of loss and/or destruction of ordered goods shall be on the shoulders of the said Supplier prior to acceptance thereof.
第六条验收方法Article 6Acceptance Methods
Party B shall, on the day when the delivered goods may be received or on the day immediately following the date when the delivered goods may be received (in case the day immediately following the receipt of delivered goods falls on holiday, then it shall be extended to the day immediately following the end of such holiday), carry out proper inspection on and determine whether to accept such delivered goods in the light of appropriate acceptance standards mutually agreed to herein. Party B shall promptly notify the Supplier of any goods that are thought unsatisfactory to Party B in the course of aforesaid acceptance, and shall make appropriate arrangement for return and replacement of such rejected or unaccepted goods.
第七条付款Article 7Terms of Payment
7.1 Date of Payment:: the agreed upon payment shall be paid up within ___days after the delivered goods are confirmed to be satisfactory and accepted;
Form of Payment: the agreed upon payment hereunder shall be paid by way of ____ in RMB.
第八条知识产权和商业秘密Article 8Intellectual Property Rights and Trade Secrets
The ownership of and title to any and all trade marks of all brands of Products referred to herein shall remain with Party A, and Party A hereby authorizes Party B to use the aforementioned trade marks and name of Party A in carrying out appropriate promotions and sales of Products, and hereby authorizes Party C and Party D to use the said trade marks in manufacturing related Products. Party B, Party C and Party D shall be only allowed to use trade marks of related brands of Products hereunder or the name of Party A, as appropriate, to the extent as authorized by Party A hereunder, and, in the absence of approval of Party A in writing, may not use beyond their respective conferred authority (ultra vires) nor shall permit any third party to use the said trade marks or Party A’s name, as appropriate, for any reason whatsoever and by any manner.
The processes, technologies, flows, etc that are to be provided by Party A to Party B, Party C and Party D as stipulated herein and that are in relation to manufacture of Products shall remain property of Party A, and Party B, Party C as well as Party D are obliged to keep confidential the aforementioned trade secrets and may not disclose or divulge the same to any party other than those to this Contract.
第九条违约责任Article 9Liabilities for Breach of Contract
In the event where Party B is in breach of Article 1, 2.4 of Article 2, and/or 3.4 of Article 3 hereof, Party A is free to terminate this Contract, revoke authorization to Party B, without prejudice to its rights to claim for a liquidated damages in the sum of _____(RMB), except where Party A ratifies or recognizes the acts committed by Party B thereafter.
Party A shall be held liable for compensation for any loss or damage to Party B, Party C and/or Party D arising by virtue of breach on the part of Party A of provisions of 2.5 of Article 2 and/or 4.1 of Article 4 contained herein.
In case Party C or Party D runs counter to or breaches provisions of 2.3 of Article 2 and/or 4.1 of Article 4 hereof, Party A or Party B is entitled to order such breaching party to make proper correction or rectification within a reasonable time limit and in a timely manner. In case the breaching party fails to make appropriate correction or rectifications within such specified time limit or great or serious loss is caused to any other parties hereto, as a result of the breach of either Party C or Party D, Party A or Party B may disqualify Party C or Party D, as which is the wrongdoer, from manufacturing related Products, without prejudice to the rights to demand Party C or Party D to pay a penalty for breach in the sum of____(RMB) to each of Party A and Party B. In such a case, Party B may not be restricted by or subject to provisions of Article 3 hereof.
4、发货方延期交货或乙方延付货款的，每延迟一天，应偿付对方该批货款总值0.02％的违约金，如果造成对方损失的，还应赔偿对方的损失。延迟超过 天的，对方可取消该笔订单，并要求违约方支付人民币 元的违约金。
In the event the Supplier delays in delivering ordered goods or Party B fails to make payment for goods hereunder as scheduled, such Supplier or Party B shall pay to the other a penalty for breach at the rate of 0.02% of the total value of goods in relation to late delivery or payments in arrears, for each delayed day, as well as an appropriate compensation for any loss incurred by the other as a result thereof. In case such delay continues for a period of ___days, the other party is free to cancel related orders and claim against the breaching party for a penalty for breach in the sum of _______(RMB).
The Supplier shall pay to Party B a penalty for breach at the rate of 10% of the total value of goods involved, for any insufficiency in or shortfall of delivered goods, as well as appropriate compensation for any loss that may be caused thereby. In addition, Party B shall also pay to the Supplier a penalty at the rate of 10% of the total value of goods that Party B fails to receive delivered goods or reject any unqualified products within a specified time limit. In case either party intends to make increase or decrease in contract quantity, or to make proper change to delivery time, such party shall give the other party a written notice of ____ days for approval or consent, in case not, such party which is obliged to do so shall be held liable for appropriate liabilities for breach.
Party B is entitled not to pay for any delivered goods that may be determined not in conformity with stated specifications or that may not be in line with related quality standards, etc, provided, however such delivered goods shall be received by , and in custody of Party B, as well as Party B shall give a prompt notice to the Supplier in that regard, with any and all expenses and losses that may arise therefrom, to be borne by the Supplier.
Party A may terminate this Contract promptly where Party B, Party C and/or Party D are or is in breach of Article 8 as contained herein, in addition, Party A or related damaged party may claim against the breaching party for a penalty for breach in the sum of _____RMB. In case such penalty is insufficient to cover the loss incurred or sustained by Party A or related damaged party as a result thereof, then the breaching party or parties is or are obliged to pay to the indemnified party the difference.
8、除上述情形外，本合同任何一方违反本合同其他约定的（包括明示约定和附随义务），应在收到相对方书面纠正通知起 日内纠正，逾期仍不纠正的，相对方可要求违约方支付人民币 元的违约金。如该违约金不足以弥补相对方因此遭受的损失的，则违约方还应就不足部分向相对方承担赔偿责任。
Except for circumstances set forth hereinabove, any party hereto which falls in breach of other provisions contained herein, whether the terms expressly stipulated or obligations incidental thereto, shall make proper rectification within ___days upon receipt of written notice from the other party requesting for such rectifications, in case not, the other party may claim against the breaching party for a liquidated damages in the amount of _____RMB. In case such penalty is insufficient to cover the loss incurred or sustained by such other party as a result thereof, then the breaching party or parties shall pay the difference to the same.
第十条争议处理Article 10 Dispute Settlement
Unless otherwise agreed to by the parties, any dispute arising out of or in connection with the transaction contemplated by the parties hereunder shall be submitted to and resolved by China International Economic and Trade Arbitration Committee for arbitration in Shanghai in accordance with the arbitration rules then in force. The arbitral award shall be final and binding upon both parties.
The Contract is made in two counterparts each in Chinese and English, each of which shall deemed equally authentic. The Contract is in four (4) originals, two (2) for the Buyer and two (2) for the Seller.