SOCIALIST REPUBLIC OF VIETNAM

Independence – Freedom – Happiness

COMMERCIAL AGENCY AGREEMENT

No.: ………/HĐĐL/………..

– Pursuant to the Civil Code adopted by the National Assembly of the Socialist Republic of Vietnam on November 24, 2015, and related implementing guidelines;

– Pursuant to the Commerce Law adopted by the National Assembly of the Socialist Republic of Vietnam on June 14, 2005, and related implementing guidelines;

– Based on the capabilities and needs of both parties.

Today, the …… day of ……. in the year ……… At the address: No. ………………….

We include:

THE AGENCY (hereinafter referred to as Party A): ………………………………………………

Address : [….]

Account number : [….]

Bank : [….]

Business ID number: [….]

Representative : [….]

Position : [….]

AGENCY (hereinafter referred to as Party B): …………………………………………………….

Address : [….]

Account number : [….]

Bank : [….]

Business ID number: [….]

Representative : [….]

Position : [….]

After reaching an agreement, both parties agreed and jointly signed a Commercial Agency Agreement (“Agreement”) with the following terms:

Article 1: Content of the contract

1. Party B agrees to act as an exclusive agent/distributor/master agent. to Party A the products …………… that Party A is operating. 
2. Party B shall be provided with legal advice on the necessary procedures for becoming an agent under the Agent Policy of the Principal.
3. The Agent shall be responsible for equipping its own facilities, business premises, and warehouses, and shall bear full responsibility for all delivered goods in terms of storage, display, and transportation. The Agent shall ensure that proper storage measures are implemented to maintain the quality of the goods as provided by the Principal until delivery to the customer.

Article 2: Dealer Price

1. Products supplied to Party B shall be priced at the distributor price as follows:…………….
2. The dealer price may change over time, and Party A shall notify Party B at least 10 (ten) days in advance.

Article 3: Delivery Method

1. Party A shall deliver the goods to Party B's warehouse door or at a convenient location designated by Party B. Party B shall place orders for specific quantities and types of products by means of an order form confirmed by both parties.
2. The costs of unloading from the vehicle into Party B's warehouse shall be borne by Party B (including the costs of vehicle storage due to delayed unloading).
3. Delivery time:………………………………………….

Article 4: Payment Methods, Accounts Receivable

1. For the first order, Party B shall pay Party A a minimum of 50% of the order value upon receipt of the goods ordered. The remaining balance shall be paid by Party B within 07 (seven) days from the date of full receipt of the goods. 
2. For the second order onwards, Party B must pay Party A the full amount of 100% within 24 hours of receiving all goods for each order. Party A shall issue a valid financial invoice to Party B after receiving full payment. 
3. Payment method: Bank transfer

Article 5: Agency Fees 

Party B shall receive the following remuneration: 

Article 6: Agent Support Policy

– Product exchange: The Agent may exchange products if the design or style of the products delivered to the Agent does not match the confirmed Order between the Parties within 07 (seven) days from the date the Parties sign the delivery and inspection report. 

– Return of Goods: Within 60 (sixty) days prior to the termination of the Agency Agreement, if the goods delivered to the Agent remain in stock, Party A agrees to take back the goods from Party B.

Article 7: Rights and obligations of the principal (Party A)

1. Rights of Party A

– Set the wholesale price and retail price for the market in accordance with Party A's sales policy;

– Require Party B to implement security measures in accordance with the law when necessary;

– Require Party B to make payments according to each Purchase Order, Agency Agreement;

– Check and monitor the agent's performance of the contract.

2. Obligations of Party A

– Deliver goods to Party B at the time and place specified in this contract;

– Guide, provide information, and facilitate Party B in performing the agency contract;

– Responsible for the quality of products delivered to distributors;

– Return collateral (if any) to Party B upon termination of the agency agreement;

– Jointly liable for Party B's violations if the cause of the violation is attributable to Party A.

Article 8: Rights and obligations of the agent (Party B)

1. Rights of Party B

– Request Party A to deliver goods in accordance with the agency agreement; receive assets used as collateral upon termination of the agreement;

– Request Party A to provide guidance, information, and other relevant conditions for the performance of the contract;

2. Obligations of Party B

– Party B must sell the goods at the price set by Party A.

– Party B shall not damage the reputation, honor, or brand of Party A in any way;

– Properly execute agreements regarding money transfer, goods receipt, and debt settlement with Party A;

– Jointly liable for the quality of goods in cases where the defect is caused by their own fault.

Article 9. Privacy Policy

Party B undertakes not to disclose any information related to this Contract or any documents containing confidential information of Party A, Party A's customers, or Party A's affiliates, even after this Agreement terminates, except when required to disclose information under applicable law or by decision of a competent government authority, or when Party A has consented to the disclosure or public dissemination of such confidential information. Party B undertakes not to buy, sell, use, transfer, or profit in any way from disclosing confidential information that it has obtained or become aware of during its work at the company to any third party.

Article 10: Penalties for Violations and Compensation for Damages

1. Penalty for breach of contractual obligations: If either Party breaches its contractual obligations, it shall be subject to a penalty equivalent to 81% of the value of the breached Contract. At the same time, the breaching Party shall compensate the other Party for all actual damages incurred as a result of its breach. 
2. Penalty for payment violations: If Party B fails to make payment to Party A within the time specified in Article 4 of this Contract, Party B shall be liable for interest at a rate of 0.051% per day on the amount of the late payment for the total number of days of delay. 

Article 11: Term of Effectiveness and Termination of the Contract

1. This contract shall take effect from the date of signing. The Agency Contract shall terminate 60 (sixty) days after the date on which one of the parties receives written notice of termination from the other party. 
2. If both parties wish to continue the contract, they may agree to extend the Agency Agreement for a period as mutually agreed. 
3. After the Parties have fulfilled all obligations, the Parties shall proceed with the termination of the Contract. 

Article 12: Handling of Disputes

During implementation, if any issues arise, both parties shall discuss and agree on a resolution. If the dispute cannot be resolved through negotiation, it shall be resolved in the competent People's Court in accordance with the regulations. 

Article 13: General Provisions

This contract shall be interpreted and applied in accordance with the laws of the Socialist Republic of Vietnam. 

Any changes or additions (if any) must be made in an Appendix to the Contract and signed by both Parties.  

This contract is made in two (2) copies, with Party A retaining one (1) copy and Party B retaining one (1) copy as the basis for implementation, both copies having equal legal validity.

Link: Agency Agreement Template