Joint Sales Contract of Huayu Shopping Centre
Exhibit 10.11
of
Huayu Shopping Centre
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Contract
No.: 001941
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Signing
place: Management
Department at 1stfloor
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Signing
date:
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Handled
by: Xin
Huadong
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Free
Service (Complaint) Hotline: 8008061699
Party A:
Shanxi Huayu Group Ltd.
Party B:
Taiyuan Jidian
Commercial Trade Co., Ltd.
According
to Contract Law of the
People’s Republic of China and relevant regulations, both parties hereto
reach the following agreement with regard to the joint sales on the basis of
equality, voluntariness, and mutual benefits.
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I.
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Location
and area for jointly-sold goods
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1.
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Party
A agrees to provide Party B the operation place and relevant operation
management conditions of the mall at jewelry area on
the first
floor of the company. Refer to the attachments of the Contract for the
location and area of operation
place.
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2.
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The
operation place provided by Party A for Party B must be exclusively used
and operated by Party B. Party B shall not transfer, lease the operation
place or conduct joint operation with the third party for any
reason.
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3.
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Party
B shall not use the operation place or operation facilities to conduct
illegal operation activities.
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II.
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Effective
period of this Contract
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1.
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The
effective period of this Contract is from Nov. 11th, 2009
to Nov. 10th,
2010.
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2.
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When
the Contract expires, if Party B wants to renew it, Party B shall submit
the written application to Party A 60 days prior to the expiry date of the
Contract. The two parties shall sign another Contract upon the approval of
Party A.
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3.
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If
Party B needs to terminate this Contract in advance for special reasons,
Party B shall submit the written application to Party A 60 days in
advance. The Contract can be terminated after obtaining the approval of
Party A and signing written
agreement.
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III.
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Business
scope of goods and relevant
regulations
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1.
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The
operation place provided by Party A is only used to operate Jewelry
business. Party B shall provide adequate and marketable goods according to
Party A’s requirements, including the goods provided by Party B and
purchased from legal channel or the goods approved to be surrogated. The
goods to be sold are provided in the following
table:
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S/N
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Type of Goods
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Name of Brand
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Remarks
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Gold
and Relevant Ornaments
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Place
of origin: Hong Kong and Shenzhen
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Inlaid
ornaments, jade
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Chow
Tai Fook
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K
Gold, Platinum
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2.
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The
goods sold by Party B shall conform to those listed on the above table,
which shall not be increased, decreased or changed arbitrarily. When Party
B adds additional operation item or service item, Party B shall obtain the
written approval of Party A in advance; or else, Party A has the right to
reject it and hold responsible for violation of Party
B.
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3.
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Party
B shall guarantee that it is the production, processing enterprise or
dealer, agent registered at the administrative agency for industry and
commerce.
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IV.
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Sharing
method and payment mode of joint
sale
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1.
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Party
A shall withdraw A. 10% in Jade; B. 6%
in Gold and relevant ornaments; C. 11% in K Gold and Platinum of
sales amount of Party B of the current month as the joint sales sharing,
and such proportion shall not be lower than the sharing proportion of
other local malls.
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2.
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The
target of sales amount shall not be lower than ___. If the actual sales
amount of Party B does not reach the target, Party A will withdraw the
joint sales sharing as per the agreed target of sales amount. If the sales
amount of single month or three months of Party B or as per unit yield
ranking is the bottom ten of the floor or the bottom two of the team,
Party A has the right to adjust the joint sales location and area or
terminate this Contract.
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3.
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Relevant
costs:
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o
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As
for other service items provided by Party A besides the basic sales
conditions (the contents and charge standards shall be otherwise
determined by both parties), Party B shall timely pay the proper
costs.
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o
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During
the operation period, Party B shall support Party A’s promotion,
advertising & publicity and other promotional activities for the mall
and shall share relevant costs.
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4.
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Settlement
agreement
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o
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Party
A and B shall earnestly comply with the terms of the settlement and make
settlement timely.
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o
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The
sales amount of Party B of each month shall be subject to Party A’s cash
records, and the last day of the current month shall be the settlement
day. Party A will arrange reconciliation between the 5th
day and 15th
day of the next month (postponed in case of any holiday), and Party B will
issue the value-added invoice to Party A in the amount deducting Party A’
sharing amount prior to the 20th
day of the current month after correct reconciliation and pay relevant
costs; Party A will pay the amount deducting Party A’ sharing amount to
Party B in the form of xxxx as per the ranking of Party B’s sales on the
floor. The sharing income, taxes and payment for goods shall be settled in
RMB.
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o
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The
invoice issued by Party B must be the lawful voucher of Party B, or else,
no settlement will be allowed to be
made.
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o
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If
Party B fails to make reconciliation, issue invoices and pay relevant
costs to Party A, the settlement of the current month shall be
postponed.
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o
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If
the Contract is terminated or both parties cancel the Contract upon
consultation, the sales amount of Party B in the last settlement period of
Party A shall be used as the after-sales service security after Party B
demobilizes. The settlement shall be made by Party A to Party B three
months after the last settlement
period.
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5.
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Agreement
on security
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After
this Contract is signed, Party B shall pay RMB 10,000 to
Party A as the product quality security, used for product quality
guarantee for Party B’s operation activities in Party A’s mall. When the
agreement is terminated, Party A will return the security free of interest
to Party B after the longest service guarantee period of Party B provided
to the customer (three months at minimum) expires. If Party B shall
provide the penalty to Party A due to the violation of quality clauses or
other regulations, Party A can deduct the penalty from the security, and
Party B shall make up the security within one
month.
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V.
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Management
on operation place
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1.
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After this Contract is signed by
Party A and B (including the redecoration within the cooperation term),
Party B shall design the operation place provided by Party A according to
Party A’s overall planning and decoration standard, and draw up decoration
scheme, which shall be submitted to Party A for approval. The decoration
scheme can be implemented after obtaining Party A’s approval, and the
corresponding costs shall be undertaken by Party
B.
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2.
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Without
written approval of Party A, Party B shall neither increase the self-owned
equipment, facilities and electrical load, nor alter or misappropriate
Party A’s structure, equipment or other facilities. If Party A or other
user of Party A suffers losses due to the action of Party B or his agent
or his employee, Party B shall undertake the liability to pay
compensation, and shall pay all the costs and losses thereof to Party
A.
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3.
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The
management and cleanliness maintaining of the mall, coordination of public
affairs among various counters as well as the normal maintenance of public
facilities shall be in the charge of Party A, and Party B shall comply
with property management regulations of Party A. When Party B uses the
equipment provided by Party A as per the stipulations, if the equipment is
out of work or has adverse reaction, Party B shall forthwith inform Party
A for settlement. Or else, the losses arising therefrom shall be
undertaken by Party B, and Party B shall make
compensation.
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4.
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The facilities within the
operation place of Party B shall be maintained by Party B. If Party A
needs Party B’s assistance, the costs shall be charged as per the property
management regulations of Party
A.
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5.
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The
cost of water, electricity and gas occurred during the operation of Party
B shall be subject to the standards as stipulated by both parties. In case
of increase, the additional cost shall be charged as per the standards
specified by the government.
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6.
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Party A has the right to adjust
the overall layout according to the operation conditions. Party A shall
support the change of Party A’s operation place (if required), or else,
Party A has the right to terminate the
Contract.
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7.
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Safety
and insurance
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Party A and B shall strictly
implement the national regulations on security and fire fighting, and
Party A shall establish the perfect security and fire safety management
network of the mall; Party B shall actively cooperate with Party A to do
the work of security and fire fighting and shall be responsible for the
routine safety inspection of the operation place, so as to timely
eliminate the safety hazard and ensure the safety of property. If Party A
organizes and develops the training, examination and assessment on fire
fighting, safety and damage prevention, Party B shall cooperate with Party
A.
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o
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Party B shall make compensation
for the losses thereof to the customers caused by the potential safety
hazard due to the reason attributable to Party
B.
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Party B shall not store
combustible and explosive goods and hazardous chemicals etc. in Party A’s
mall.
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Party B shall properly keep the
goods within his operation place (including goods, counter/rack, display
bar, equipment and facilities etc.), and shall cover the fire insurance,
theft insurance, third-party liability insurance and other property
insurances. Party B shall claim the insurance company for compensation in
case of accident.
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8.
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Party
B shall evacuate from Party A’s operation place after this Contract
expires or this Contract is terminated upon consultation or Party A
proposes to terminate the Contract due the violation of Party B, and shall
return the place under perfect conditions to Party A. As for the goods
remained in the operation place shall be deemed to be abandoned by Party
B, and Party A has the right to clear the site; if the facilities within
Party A’s operation place are altered or damaged, Party A has the right to
prosecute for the liabilities of Party B, and deduct the compensation from
Party B’s security or sales
amount.
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VI
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Operations
control
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1.
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Commodities
control
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o
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Commodities sold by Party B shall
conform to laws of the nation for quality, trade xxxx and price. In the
event of commodities subject to mandatory provisions of the nation sold by
Party B, all liabilities arising therefrom are to be borne by Party B and
Party A has the right to terminate the Contract without returning the
xxxxxxx money paid by Party
B.
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o
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Party B abides by provisions
applied for commodities management by Party A. Commodities sold are
subject to provisions of the
Contract.
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Commodities for joint sale must
be displayed in a sightly and conspicuous way and commodities displayed
must be diversified and all inclusive in category. When varieties, quality
and quantity of commodities fail to satisfy the demand for normal
operation, Party A is entitled to terminate the Contract, and Party B
shall indemnify Part A for all losses arising
therefrom.
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Party B shall use lawful
tradenames and trademarks for its place of business and commodities
displayed and sold by Party B and conform to related provisions of related
laws, rules and related government provisions, and infringement of lawful
rights and interests of others such as intellectual properties and
exclusive agency is not allowed. Party B shall not display and sell
prohibited articles or unlawful articles or provide illegal service or
service in breach of contract. Liabilities arising from failure to do so
are to be borne by Party B, and Party B shall assume liability for
compensation for losses to or injury of customers and indemnify Party A
for all expenses of and losses to Party A resulting
therefrom.
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When
trademarks of commodities sold by Party B are involved in infringement as
believed by related governmental agency, Party A has the right to withdraw
such commodities from the display case which are to be kept by Party A for
the time being. If Party B fails to convince related authority of legality
of the trademarks used and the fact is accepted by such authority, Party A
will restore display and sales of the article in the store. Party A does
not assume any liability for loss to Party B during the period of
withdrawal, and expenses accrued in the period of custody and control is
to be borne by Party B.
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In
the event of adverse reaction or damage to lawful rights and interests of
customers due to use of commodities or services provided by Party B, Party
B shall assume liability for compensation, and for adverse effect on
credit standing of Party A, Party B shall also assume liability for
compensation.
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Before the commodities are placed
on a counter, Party B shall submit originals or duplicates of effective
certificates in relation to the commodities to Party A for
review.
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2.
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Quality
control
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Party
B shall ensure quality of services and commodities provided by Party B. In
the case of damage to rights and interests of customers or credit standing
of Party A due to problems in quality of services and commodities provided
by Party B or other problems (including but not limited to personal injury
and property loss), Party B shall assume liabilities as specified in laws
such as Law of The People's Republic of China on Product Quality and Law
of the People's Republic of China on Protection of Consumer Rights and
Interests. And if Party A pays compensation for the above events, Party B
shall unconditionally repay the amount paid by Party A and other expenses
and losses.
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Party B allows Party A to have
casual inspection of quality, marks and measurement of commodities
provided by Party B, and upon discovery of faulty commodities, false and
inferior commodities or inconsistent marks or complaint by customers and
punishment against Party B by related government department and after
verification of the same, Party A has the right to require Party B to stop
sales immediately, and Party B shall bear all expenses and pay Party B
indemnity as much as 1-5 folds of amount of illegal
sales.
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Party A has the right to inquire
against Party B about the commodities of quality defects discovered in
inspection. When such commodities are to be delivered to inspecting
authority for inspection, cost of such inspection is to borne by Party B.
Party A has the right to make a decision on settlement of negotiation with
a customer on quality problems of services or commodities provided by
Party B, and Party B shall unconditionally accept such
decision.
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3.
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Price
control
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Party A and Party B shall
strictly abide by Price Law of the People’s Republic of China and
Provisions on Marking Clearly the Prices of Telecommunication Services as
well as provisions of price control authorities and use price marks (price
tag and code tag) prepared by Party
A.
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Prices of commodities sold by
Party B and services provided by Party B shall not be higher than that at
other business ground, and upon discovery or complaint by a customer and
after verification, Party B shall pay indemnity as much as 1-5 folds of
amount of illegal sales for the first violation, and for the second
violation, Party A has the right to terminate the Contract and demand
against Party B indemnity as much as 1-5 folds of amount of illegal sales.
And
Party B must make compensation to the customer according to the
law.
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For sales of a same commodity at
discount or gift donation at other stores, franchised stores or chain stores, Party B must
inform Party A in advance of at least one week, or offer the same
preferential treatment for the same commodity at store of Party A,
otherwise, Party A has the right to make adjustment at sole discretion of
Party A or terminate the Contract, and in special cases, prior negotiation
between the two parties is
required.
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Party B takes part in sale
promotion organized by Party A or by Party B itself and shall not raise
sales price. In the event of fraudulent conduct by Party B, Party A has
the right to terminate the Contract and charge against Party B indemnity
as much as 1-5 folds of amount of illegal
sales.
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4.
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Sales
management
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In delivering goods, Party B
shall enter the store from specified path (access) and assist quality
inspector and goods
clerk of Party B in inspection, and goods that are not inspected and
verified by Party A are not admitted into store of Party A. When goods are to be
withdrawn from the store for the reason of operation adjustment, after
approval of Party A’s officer in charge, the goods are
withdrawn from the store from specified path (access) by showing the exit
xxxx produced by Party A and are subject to inspection of security guard. Upon discovery of
illegal behavior of
Party B, Party A has the right to require Party B to make corrections and
improvement, and in the event of serious violation, Party A is entitled to
impose economic punishment against Party
B.
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o
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Party B shall observe
business hours
specified by Party A and shall not suspend business at business hours
except as otherwise specified by Party
A.
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o
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Party
B shall use shopping bags and
wrapping
paper
prepared by Party A and shall not use other wrapping
papers or
marks. If Party B needs to use shopping bags and wrapping paper of
its own for brand image promotion, written approval of Party A is
required.
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In
recommending commodities or services to customers, salesperson of Party B
shall adhere to the principle of “good faith”, and concealing defects of
the commodities or overstating functions of the commodities and unfair
practices in competition are not
allowed.
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o
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Payments for goods are collected
by store of Party A.
Party B
must use xxxx of
sale specified by Party A and be subject to supervision of Party A and
conduct management based on related financial regulations of Party A.
Party B
shall not collect payment for goods by itself, involve in other
wholesale business
or sales outside the store and refuse or fail to write out receipt or
write out false receipt. Upon verification of
violation by Party B, Party B shall assume all legal responsibilities, and Party
A has the right to charge against Party B indemnity as much as 1-5 folds of amount
of illegal sales and terminate the
Contract.
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Party B shall allow use of credit
card checked by Party A and membership card issued by Party A
and follow the operating rules and precautions
for normal transaction using specified credit card and membership card.
For any loss to Party A resulting from violation of the above operating
rules and precautions for transactions using the above cards, Party B
shall assume liability for compensation for
damages.
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Party
B bears credit card service fees. If membership card issued by Party A is
for discount, the discount is to be allocated between Party A and Party B
at proportion agreed on which is indicated in attachment to the
Contract.
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5.
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After-sales
management
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o
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Party A and Party B shall comply
with stipulations of laws and rules of the nation, government and the
trade in relation to after services and meet their commitments for after
services.
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o
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Party A applies barrier-free
merchandise return and change system as stipulated in Law of The People's
Republic of China on Product Quality and Law of the People's Republic of
China on Protection of Consumer Rights and Interests, and Party B shall
unconditionally support such
system.
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o
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If Party B does not abide by its
commitment for after service, performs after services without following
the provisions or drags its feet or disguises the fact or practices deceit
in performing after service, Party B shall unconditionally allow return or
change of goods and pay indemnity twice over price of such commodity to
the customer.
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6.
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Personnel
management
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o
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Party
B employs salesperson for sales of commodities for joint sale.
Salespersons (sales assistance) (including salespersons replaced or
assigned during business operation) shall submit their personal
information to personal department of Party A for approval and record and
pay guarantee deposit as specified before they take their place. Wages,
bonuses, welfare and social insurance (medical insurance, endowment
insurance, unemployment insurance etc.) expenses of salesperson of Party B
(including salespersons employed by Party B as recommended by Party A) are
to be borne by Party B, and related expenses and number of persons are
indicated in the attachment to the
Contract.
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Salesperson employed by Party B
shall wear uniforms as required by Party A and name card and other signs
prepared by Party A. If salespersons of Party B need to wear garments
representing image of Party B for the sake of operation, approval of Party
A is required. Expenses of
garments, name card and other signs provided by Party A are to be borne by
Party B, and specific expense items are indicated in attachment to the
Contract.
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o
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Party B shall provide training on
knowledge about the commodities, specifications for exclusive services,
skills and techniques for exclusive services to salespersons employed, and
shall be subject to unified sales management and training on service
specifications and pay training fees as specified, and salesperson for a
post requiring a permit as specified by the country, certificates of
qualifications for such post are
required.
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o
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Salespersons
employed by Party B shall abide by the specifications of Party A for field
services and be subject to unified management of Party A and start work
and come off work as scheduled by Party A. Service supervising
department of Party A has the right to correct illegal behaviors of
salespersons of Party B in providing services timely on the field, and one
who seriously violates the provisions may be imposed economic punishment.
Party A has the right to require replacement of a salesperson that
disobeys governance of Party A or frequently violates the provisions, and
Party B shall replace such person in time and assume liabilities for
losses resulting herefrom.
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o
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For
assignment of temporary staff by Party B for instruction on work or
assignment of sales promoter, prior discussion with Party A is required
for determining number of such persons and time, related procedures must
be gone through and training for such persons is required, and the persons
shall abide by related provisions of the
store.
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o
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Salespersons
and sales promoters employed by Party B are employees of Party B, with
whom Party B must establish labor relation. For involvement with or
harm to Party A as a result of violation of labor protection law by Party
B, Party B shall assume liabilities for indemnity, and Party A is entitled
to deduct such indemnity from guarantee deposit paid by Party
B.
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7.
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Sales
promotion management
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o
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Party A is responsible for
advertisement and propaganda and art design for the store and assists
Party B in sales promotion.
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o
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For advertisement and propaganda
for commodities or corporate image within the store by Party B (including
POP, cart for articles for sales promotion, banner, lamp housing etc.),
written application must be filed to Party A, and such advertisement and
propaganda are not allowed before approval by related authority and
specified expenses are paid. Specific items and
expenses are to be agreed on between the two parties and indicated in
attachment to the Contract.
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o
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Party B shall actively take part
in sales promotion and propaganda as well as festivities (including grand
opening and anniversary celebration of store) or public welfare activities
for uplifting corporate image of both Party A and Party B among the public
and improving market prosperity, and share out expenses arising therefrom.
Party A
shall inform Party B of related information and reach an agreement with
Party B for expense
allocation.
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o
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Party B shall assist Party A in
issuing various discount cards, present ticket or credit card for sales
promotion, and Party B shall allow use of such cards and give a discount
as specified by Party A. The discount is to
be shared by the two parties as agreed
on.
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VII
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Commercial
bribery prohibition
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Party A
and Party B promise to reject any form of bribe, bribery and other unjust
commercial operations. When staff of Party A demands undue interest of any form
from Party B, Party B shall reject such demand and report to Party A, and Party
A will settle such problem righteously and keep secrete for Party B and provide
more business opportunities to Party B according to the circumstances. When the
above behaviors of Party B are for obtaining undue commercial profit or more
special treatment, Party B shall, in addition to assuming related legal
responsibility, pay RMB10,000-50,000 Yuan of penalty to Party A, and Party A has
the right to terminate the Contract without returning the guarantee deposit paid
by Party B. And Party A reserves the right to take necessary action against
Party B.
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VIII
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Liabilities
for breach of contract and settlement of
disputes
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1.
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Either party in breach of the
Contract shall assume liabilities for breach of contract and sustain
losses caused to the other
party.
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2.
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In the event of withdrawal or
termination of contract by Party B without consent of Party A, indemnity
for revenue due to Party A calculated based on highest one-day sales
amount in the past for the period from the date of withdrawal or
termination of the Contract to expiry date of the Contract is to be
claimed against Party B.
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3.
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Disputes
arising between the two parties in execution of the Contract shall be
settled through friendly negotiation between the two parties. When the two
parties fail to negotiate a solution, either party has the right to file a
suit in the people's courts at the place where the Contract is
signed.
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IX
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Termination
of contract
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1.
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Party
A has the right to claim for indemnity and cancel the contract in any of
the following cases attributable to the Party
B:
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o
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Party B fails to achieve
marketing objectives or drops behind in sales of like
commodities;
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o
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Quality and contents of the
commodities sold by Party B fail to meet requirements of Party
A;
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o
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Party B withholds sales amount
without authorization in breach of the
Contract;
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o
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Party B winds up business at will
or transfers rights and obligations under the Contract to a third party
without authorization or involves in business operation cooperation with
third party and other operations at sacrifice of rights and interests of
Party A;
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o
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Party B involves in illegal
operation or any unlawful
practice;
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o
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Party B does serious harm to
reputation of Party A and causes extremely adverse
effect;
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o
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Party B fails to abide by related
provisions of Party B for marketplace and fails to accept
dissuasion.
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2.
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One
party has the right to cancel the contract in any of the following cases
attributable to the other party:
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o
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One party fails to repay due
debts or is in abnormal operation or is becoming insolvent or is out of
business;
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o
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Impossibility of performance of
the Contract as scheduled or impossibility of performance of the Contract
due to forces majeure such as policies of the
nation.
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3.
|
For terminating cooperation with
Party B before termination of the Contract, Party A shall inform Party B
of such termination in advance of 30 days by sending a written notice, and
if Party A fails to notify Party B, the Contract continues effective until
a new contract signed with Party B goes into effect. For terminating
cooperation with Party A, Party B shall sending a written notice to Party
A in advance of 60 days, and if Party B fails to notify Party A in advance
of 60 days, Party B is deemed to be in breach of contract, and economic
loss to Party A and the third party resulting herefrom are to be
reimbursed from
Party B and guarantee deposit paid to Party A by Party B is not to be
returned.
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X
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Other
clauses
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1.
|
This
Contract is in quadruplicates, of which two are held by Party B and two by
Party A. They come into force after they are signed and affixed with seal
by the two parties.
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2.
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Attachment
to the Contract is an integral part of the Contract and has equal force as
the Contract does.
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3.
|
Party
B shall provide the following valid certificates and information and legal
documents:
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þ Business
license for enterprise as legal person
|
þ Certificate
of Tax Registration (national tax and local tax)
|
|
þ Legal
person’s power of
attorney
|
¨
Seal
|
|
þ Letter of
authorization for commission
|
¨
Agreement for sales on commission
|
|
¨
Document of approval for manufacturing or manufacturing
license
|
þ Quality
inspection/testing report
|
|
¨
Certificate of health quarantine
|
¨
Safety certification
|
|
¨
Report of sanitary inspection of cosmetics
|
¨
Report of quality testing of household electric
appliances
|
|
¨
Report of sanitary inspection of foods
|
¨
Certificate of testing of leather footwear
|
|
¨
Exclusive license
|
¨
Commodity insurance policy
|
|
þ Certificate
of registered
trademark
|
¨
Certificate of imported goods
|
|
¨ Other documentary evidence required by
Party A
|
|
4
|
In
the following cases, Party A and Party B shall inform each other by
sending a written notice:
|
|
¨，
|
Change
of corporate organization and major personnel
change
|
|
¨，
|
Change
of corporate address and telephone
number
|
|
¨，
|
Change
of person in charge
|
|
¨，
|
Other
major events to be informed
|
|
5
|
Other
matters agreed on:
|
① National uniform
price; no discount; and score accumulation.
②
③
Party A:
Shanxi Huayu Group Ltd.
Legal
representative: Dai Hailiang
Entrusted
representative:
/s/  |
||
|
Name : Xx Xxxxxxxx
|
||
Account
No.:
Tax
No.:
Address:
Xx. 00, Xxxxxxxxx Xxxxxx, Xxxxxxx Xxxx
Postal
code: 030002
Phone
No.:
Fax
No.:
Party B:
Taiyuan Jidian Commercial Trade Co., Ltd.
Legal
representative: Xxxx Xxx
Entrusted
representative:
/s/  |
||
| Name : Li Yanrong | ||
Account
No.:
Tax
No.:
Address:
Taiyuan Jidian Commercial Trade Co., Ltd. (6F, Xx.0 Xxxxxxxxxxxxx Xxxxxxxxx
Xxxxxxxx, Xx. 000, Xxxxxxxx Xxxx, Xxxxxxx Xxxx)
Postal
code: 030006
Phone
No.:
Fax
No.:
