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CONSIGNMENT AGREEMENT
This Agreement, made and entered into this [ Date, Month, Year] by and between [ 회사명 ], a corporation duly organized and existing under the laws of the Republic of Korea, having its principal office at [ 주소 ](hereinafter referred to as "COMPANY") and [ 회사명 ], a corporation duly organized and existing under the laws of [ 국가명 ], having its principal office at [ 주소 ](hereinafter referred to as "Consignee").
NOW, THEREFORE, the parties hereto mutually covenant and agree as follows:
Article 1. Appointment
1.1 The Company hereby appoints the Consignee as its (◎ exclusive )
(◎ non-exclusive ) Consignee in the territory specified as follows(hereinafter referred to as “Territory”), for the sale of the products as specified as follows(hereinafter referred to as “Products”). Territory and Products may be amended by mutual written consent of the parties.
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ITEM NO.
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SPECIFICATION
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etc.
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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 COMPANY with any person, firm or company within Territory.
2.2 Consignee shall execute any sales contract with customer only by using a sales contract form which is specified by Company. Consignee shall not modify, amend or alter such specified form by and reason whatsoever without a prior written consent of COMPANY.
Article 3. Price
3.1 Price for each item of Products to be sold to customers in Territory shall be provided as follows.
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Quantity
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Amount
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3.2 Notwithstanding provisions of the preceding paragraph 3.1, COMPANY may change any price of Products and, in such case, COMPANY shall inform Consignee of such change along with the valid period of the new price of Products from time to time.
3.3 The Consignee may sell the Products at higher price than the specified price, however, in this case, the difference shall be owned by the COMPANY unless otherwise agreed.
Article 4. 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 5. Independent Business
Consignee shall at all times be independent of COMPANY. 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, COMPANY in not responsible for such Consignee’s expenditure thereon even if this Agreement has been terminated or canceled for any reason whatsoever.
Article 6. Minimum Transaction
6.1 The following minimum sales of Products shall be guaranteed by Consignee under this Agreement.
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Contract Year
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Contract Term
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Quantity
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Amount
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◎
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First Contract Year
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◎
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Second Contract Year
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Third Contract Year
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6.2 If Consignee fails to attain the said minimum sales in any one period, COMPANY is entitled to terminate this Agreement prematurely by giving [ thirty (30) ] days notice.
6.3 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 COMPANY has directly shipped and received the payment in its direct transaction with clients in Territory.
Article 7. Consignee’s Services
7.1 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 COMPANY hereunder in the custody of Consignee or other custody approved by COMPANY 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 COMPANY;
(d) To collect whole money from customers under contracts above menand to remit such money to COMPANY, 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 COMPANY marketing information and report as stipulated herein or as
instructed by COMPANY hereunder from time to time;
(f) To render services as stipulated herein or as instructed by COMPANY hereunder from time to time.
7.2 During the life of this Agreement, COMPANY shall furnish Consignee with Products. The quantity, items etc. of Products so furnished and time when COMPANY delivers Products to Consignee shall decided upon by COMPANY at its sole discretion but after negotiation with Consignee on them.
Article 8. Maintenance
8.1 Consignee shall take care of any after-sales service for the customers wit the most careful attention. Consignee shall inform COMPANY 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. COMPANY and Consignee shall discuss how COMPANY and/or Consignee shall bear any cost necessitated for such action on a case-by-case basis.
8.2 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 COMPANY and customer, Consignee shall repair any defective Products within the scope of Consignee’s technical capability.
Article 9. 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 COMPANY for the purpose of being thoroughly trained in the installation, operation repair and maintenance of Products installed in Territory. COMPANY shall train the personnel dispatched by Consignee for a period not to exceed [ 20 ] days.
Article 10. Title
The absolute title to all Products consigned to Consignee by COMPANY shall remain in COMPANY until such time that Products have been effectively delivered to customers.
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Article 11. Insurance
During the period when Products are in the custody of Consignee or other custody as stipulated in (a) of the paragraph 7.1 of Article 7, Consignee shall keep them in sale and in good conditions. Consignee agree to keep Products insured in the name and for the benefit of COMPANY against loss by fire, theft or otherwise with extended coverage. Any policy of such insurance shall be delivered to COMPANY and Consignee shall bear all premiums thereof.
Article 12. Commission
12.1 In consideration of Consignee’s services hereunder, COMPANY 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. COMPANY reserves the right to deduct from any commission due any amount which may be owed by Consignee to COMPANY.
12.2 COMPANY needs not to pay Consignee any commission in case when payment for Products shipped to customers is made between COMPANY and customers under a separate sales contract between them.
Article 13. Expenses and Import Duty
13.1 Consignee shall bear all expenses incurred for unloading charge, storage, transportation and handing of Products in Territory.
13.2 COMPANY shall remit to Consignee the amount for import duty immediately after the amount is fixed.
13.3 Unless otherwise provide herein, no other payment than the above shall be made by COMPANY without any written consent of COMPANY to do so.
Article 14. Sales Promotion
Consignee shall diligently and adequately advertise and promote the sales of Products at its cost throughout Territory. COMPANY may furnish without or with charge to Consignee reasonable quantity of advertising materials.
Article 15. Information and Report
15.1 Consignee shall keep accurate records regarding the Sales of Products. Consignee shall submit the information of the Sales, name and address of the Buyers, and Bills to the COMPANY without delay.
15.2 Both COMPANY 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 COMPANY such report as inventory, market conditions and other activities of Consignee.
Article 16. Industrial Property Right
16.1 Consignee shall not register in Territory any patent, utility model, trademark, design or copyright in Products.
16.2 Consignee shall not use COMPANY’s signature, monogram, name or any other mark that is now or may henceforth be owned by COMPANY, or similar to them.
Article 17. Confidentiality
The technical and/or commercial information given by COMPANY 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 18. 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. Upon expiration of the said term, this Agreement shall be automatically renewed, unless no later than [ ] days prior to the date on which this Agreement would otherwise be extended a party gives written notice of termination to the other party hereto.
Article 19. Termination
19.1 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 COMPANY, then COMPANY shall have the right to immediately terminate this Agreement by giving written notice thereof to Consignee.
19.2 COMPANY shall have the right by written notice to Consignee to immediately terminate this Agreement and all of Consignee’s 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 creditor’s 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 20. Rights and Obligations after Termination
20.1 Upon termination of this Agreement, Consignee shall notify its customers in Territory to the effect that this Agreement has terminated.
20.2 In case Consignee holds a stock of Products at the time of termination hereof, Consignee shall ship back whole of Products stocked to COMPANY.
Article 21. 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 22. Assignment
This Agreement shall not be assignable by either Consignee or COMPANY without the other party's written consent.
Article 23. Settlement of Dispute and Governing Law
23.1 This Agreement shall be interpreted and governed by the laws of [ ].
23.2 All disputes, controversies, or differences which may arise between the parties, out of or in relation to or in connection with this Contract, or for the breach thereof, shall be finally settled by arbitration in Seoul, Korea in accordance with the Arbitration Rules of legal representative. The award rendered by the arbitrator(s) shall be final and binding upon both parties concerned.
Article 24. Miscellaneous Provisions
24.1 This Agreement constitutes the entire understanding of COMPANY and the Agent with respect to the subject matter hereof.
24.2 No amendment, modification or alteration of any terms of this Agreement shall be binding on either party unless the same shall be made in writing, dated subsequent to the date hereof and executed by or on behalf of the parties hereto.
24.3 All waivers hereunder shall be in writing, and the failure of any party at any time to require the other party's performance of any obligations under this Agreement shall not affect the right subsequently to require performance of the obligation. Any waiver of any breach of any provision of this Agreement shall not be construed as a waiver of any continuing or succeeding breach of such provision or a waiver or modification of the provision.
24.4 For the purposes of communication, this Agreement may be translated into another language, but this Agreement, which is executed in the English language, shall be the only binding version.
IN WITNESS WHEREOF, the parties hereto have authorized this Agreement to be executed by their respective duly authorized officers.
COMPANY Consignee
By [ ] [ ]
Address [ ] [ ]
Title [ ] [ ]
Name [ ] [ ]
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