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Party A:

Party B:

Party A and Party B adhere to the principles of equality, mutual benefit and reciprocity, and in accordance with the contract law and Taizhu Company's corresponding regulations on product agency distribution and marketing management systems. After negotiation, it was agreed to sign this agreement in accordance with the following terms.

Article 1 Authorization and Legal Relationship

1.1 Authorized Products: Products

1.2 Authorized Area:

1.3 Authorization Method: Exclusive Distribution Business

Article 2 Sales

2.1 Party A and Party B shall determine a certain amount of sales targets and structural ratio targets, and both parties shall sign a "Sales Target Confirmation Letter" as the basis. Supplementary agreements to the agreement shall be signed annually.

2.2 Sales target:

Sales volume:

Sales:

Structural ratio:

2.3 Party B Efforts should be made to achieve the agency amount target for Party A's authorized products. During the validity period of the agreement, Party A will decompose the target on a quarterly basis every year based on the agency amount target signed by Party A and Party B. The target will be assessed every quarter. If Party B If the assessment is lower than the target amount of 80 for two consecutive times, Party A has the right to terminate this agreement. If the annual completion target is lower than 80, Party A has the right to terminate this agreement.

Article 3 Price

2.1 Party B enjoys Party A’s price policy.

2.2 If Party A’s product prices are adjusted, Party B will be notified in a timely manner. The new price policy will be implemented from the date of notification.

2.3 Price restrictions: The terminal price at which Party B sells Party A’s products shall be consistent with Party A’s national unified market guide price.

Article 4 Settlement Method

4.1 In order to support distributors to carry out their work smoothly, Party B will provide certain payment support in the form of loans under the premise that Party B has a mortgage or guarantee. Specific credit extensions The quota, credit method and settlement time should be linked to the annual target and reflected in the "Sales Target Confirmation Letter".

4.2 Party A and Party B shall determine the corresponding settlement method for receivables based on market conditions. Based on this year's sales and Party A's requirements, it is determined that the settlement method for Party B's receivables owned by Party A is monthly, that is, the payment for the current month must be paid before the end of the month, and the settlement time/receivables The number of days will also be reflected in the "Sales Target Confirmation".

4.3 Party B shall conduct financial reconciliation with Party A in a timely manner at the end of each month. Party A provides corresponding delivery, settlement and other information, and issues a statement. The legal representative of Party B must sign the statement and stamp it with the financial seal or official seal.

4.4 If Party B fails to pay the due payment in time, Party A will not ship the goods and will accrue a late payment fee of 5‰ per day. If Party B fails to pay the future payment in full for more than two months, Party A has the right to terminate this agreement.

Article 5 Acceptance of orders, production and packaging, transportation, quality complaints, etc.

5.1 Each time Party B requires goods, it shall fax it to the regional sales representative office designated by Party A in the form of a formal written order. . Party B's order must be signed by legal representative or a specialized person authorized by the legal representative to be valid. If the legal representative authorizes others to sign, a formal authorization notice from Party A must be provided.

5.2 Within 3 working days after receiving Party B’s order, Party A will send out the products according to the negotiated product packaging and transportation method, and notify Party B in a timely manner. If the delivery cannot be made on time, Party A must notify Party B in a timely manner. Party B shall also carry out negotiation work; for authorized products with special requirements or larger batches, Party A shall be given a stocking period.

5.3 Product packaging: Party A’s authorized products will be packaged in 25kgs cartons with two layers of inner film bags. Party A’s regional representative office shall transport the products to Party B’s warehouse or designated location after complete packaging. Place. If the packaging is damaged, Party B shall promptly notify Party A on the arrival date. Party A shall send personnel to replace them promptly. Party B's company is not allowed to privately customize packaging that is exactly the same as Party A's authorized products, otherwise it will be fined or even terminate this agreement. The first discovery will result in a fine of RMB 1,000; the second discovery will result in a fine of RMB 100 million; and the third discovery, Party A has the right to terminate this agreement.

5.4 Party A’s transportation method will be by car. If Party B needs to adopt a special transportation method or entrust Party A to deliver goods to other locations outside Party B’s warehouse, Party B will be responsible for the freight incurred.

5.5 Quality complaints: After Party B receives the goods from Party A, if it has any quality objections, it must be raised within 2 days after the goods arrive. Party A should promptly send someone to confirm according to the quality appraisal procedure. If there is indeed a quality problem, Party A will replace it, and the replacement cost will be borne by Party A. The replacement period will be completed within 10 working days after the product is returned to the warehouse. If there is no quality problem, Party A will not accept Party B's return request. If Party B raises a quality objection more than 2 days after the arrival of the goods, Party A will not accept it. Because the authorized product pearlescent pigment is an effect pigment, there is no unified standard hue and quality standard at home and abroad. At the same time, different customers have different preferences, so Party A suggests that Party B should first advise customers to conduct experiments and sample tests when promoting products to avoid quality disputes. Once Party B has a dispute with a customer due to quality issues, Party A is obliged to send personnel to assist in resolving the dispute, but Party A does not bear any liability for compensation.

Article 6 Support and Rights of Party A

6.1 Marketing Support: Party A should actively support Party B in carrying out product launches, standard implementation meetings and other large-scale authorized product promotion activities, and provide Instructions, promotional brochures, etc. for new products.

6.2 Technical Support: The technical issues and installation, use and other application issues of the authorized products raised by Party B will be carefully answered without violating the "Confidentiality Commitment Agreement". If necessary, Party A will send technical personnel to handle the problem on site, and the cost will be borne by Party A.

6.3 Information support: Party B will be notified of authorized product improvements and new product launch information in a timely manner, which will facilitate Party B’s market operation of authorized products.

6.4 Management support: After the agreement is signed, Party B will be included in Party A’s unified agent management scope and enjoy all rights and obligations of Party A for agent management, including training, credit rating, rewards, etc.

6.5 Party A has the right to understand and grasp Party B’s business dynamics, business performance, etc.

6.5.1 Party B must establish a complete and complete customer file, and report new customer details to Party A's company on the 25th-30th of each month

6.5.2 Information center files, A The party will assist in tracking and developing large-scale customers and potential markets. Party B shall formulate annual product demand forecast and monthly product demand based on market conditions. Submit the product demand plan for next month before the 15th of each month and indicate in detail potential customers and usage estimates, so that Party A can make reasonable market forecasts and production arrangements.

According to the requirements of Party A, Party B shall submit reports on authorized products before the 10th of each month:

①Monthly sales report;

②Inventory report;

③Receivables report (including customer details) to facilitate Party A’s market forecast and performance evaluation.

Both Party A and Party B shall abide by the contract in good faith and resolutely put an end to dishonest behavior. Penalties will be imposed on those who fail to report, omit or falsely report the above-mentioned reports "New Customer Details", "Demand Forecast for Next Month", "Monthly Sales Report", "Monthly Inventory Report", and "Accounts Receivable Details":

①Anyone who fails to report or omits reporting will be fined 1,000 yuan for the first time; 10,000 yuan for the second time; Party A has the right to terminate this agreement for the third time;

② If Party A's staff thinks there is any doubt about Party B's report, Party A has the right to launch an investigation, including customer verification, warehouse inventory, requesting Party B to provide customer statements, etc.;

③ If it is verified that there is false reporting , the first time penalty is 5,000 yuan; the second time fine is 20,000 yuan; the third time Party A has the right to terminate this agreement.

Article 7 Responsibilities and Rights of Party B

7.1 Actively maintain the brand image and company image of Party A’s authorized products, and actively cooperate with Party A in the overall market of Party B’s authorized products within Party B’s authorized area Operational plan.

7.2 Actively maintain the quality reputation of Party A’s products and always pay attention to customer feedback on products.

Resolutely crack down on counterfeit and shoddy products that appear or may appear, and notify Party A in a timely manner; Party B is obliged to maintain normal market competition. Once Party B accepts Party A's written notice, it shall not sell Party A's products to some manufacturers that engage in malicious competition. and merchants to jointly protect the market of Party A’s patented products from infringement.

7.3 Party B shall provide at least one marketing report on the authorized products every month in accordance with Party A’s requirements on the agent management system, including the sales situation, price, packaging and promotion methods of similar products in the market. , advertising materials, customer opinions, etc. In particular, the market operations of competitors must be grasped in a timely manner. If there are significant changes in the market, Party A should be notified in a timely manner.

7.4 Resolutely abide by the "Confidentiality Commitment Agreement" and "About the Use of Party A's Trademarks" signed by both parties.

7.5 During the period when Party B is distributing Party A’s authorized products, it is strictly prohibited to conduct distribution activities across the authorized area without Party A’s permission. If found, Party A will be fined 5,000 yuan for the first time; 20,000 yuan for the second time; and Party A has the right to terminate this agreement for the third time.

7.6 During the validity period of this agreement, Party B shall not act as agent/distributor for any products that are the same as Party A’s products. If found, Party A will unconditionally terminate this agreement. Within 3 years after the agreement is terminated due to Party B's reasons, Party B shall not operate any products that are the same as Party A's products.

7.7 Party B has the right to understand and master Party A’s product performance, quality level, scope of use and other product technical issues required for marketing.

7.8 Party B has the right to participate in the formulation and decision-making of Party A’s marketing policies within the authorized area.

7.9 After the termination of this agreement, Party B shall return all technical information and business documents provided by Party A to Party A.

Article 8 Force Majeure

Any delay caused by any party due to force majeure, directly or indirectly. or is unable to perform all or part of the terms of this Agreement, the other party shall not make claims. Such reasons include: floods, fires, winds, earthquakes, tsunamis, lightning strikes, epidemics, embargoes, seizures, riots, or other reasons beyond the control of the parties. similar reasons, or other special reasons agreed by both parties. The party concerned shall notify the other party in writing within 10 days after the accident occurs and provide supporting documents from relevant local agencies to prove the alleged existence of the force majeure accident.

Article 9 Termination Clauses of the Agreement

9.1 Termination: Party A and Party B shall conscientiously perform all the terms of the agreement. Subject to the following conditions, each party shall immediately terminate this Agreement by giving written notice to the other party.

9.1.1 If one party fails to perform any term of this Agreement, and the breach of this term cannot be corrected within 20 days after receiving the other party’s written notice requesting correction. If one party voluntarily or is forced to apply for bankruptcy, reorganization, liquidation or dissolution. In case of violation of the "Confidentiality Commitment Agreement" and "About the Use of Party A's Trademark" attached to the agreement. In the event of force majeure in Article 6 of this Agreement, one party is unable to perform its duties beyond the 30-day period.

9.2 Effects of termination: The termination of this Agreement will not relieve the parties of any debts that have been incurred but have not been settled in accordance with the provisions of this Agreement. If one party's breach of contract before the termination of the agreement causes the other party to suffer economic losses or loss of image or brand, the other party has the right to file a claim, which will not be affected by the termination of the agreement.

9.3 If Party B encounters the situation mentioned in 9.1.2 / 9.1.4 above, Party A is responsible for helping Party B repurchase the inventory of the relevant authorized products. The repurchase price shall be based on the month of the repurchase. Prices are standard.

Article 10 Disputes and dispute resolution

All disputes arising from the agreement and the execution of this agreement will be resolved through friendly negotiation. If the dispute cannot be resolved through negotiation and arbitration or litigation is initiated, both parties agree that the place of arbitration or litigation shall be Taicang City and shall be resolved in accordance with the relevant arbitration and litigation rules and legal procedures. When arbitrating disputes, both parties choose the Taicang Arbitration Commission.

Article 11 is a prerequisite for the effectiveness of this agreement: original business handover, implementation of receivable responsibilities, etc.

11.1 According to the policy requirements of combining domestic trade distribution and direct sales, Key customers within the operating area of ??the distribution premises will be sold directly by the company. The principles for defining direct selling customers are as follows: (A detailed customer list is attached)

11.1.1 Large international or cross-regional companies;

11.1.2 Former major customers in each region;

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11.1.3 Growing customers with high technical service requirements and requiring direct maintenance by the company;

11.1.4 Customers whose distributors cannot make breakthroughs within the effective time (provided by notification from the marketing department (Based on the information and agreed period)

11.2 Make an inventory of the property, inventory, receivables and cash on hand of Party A’s sales representative office in the area where Party B originally located.

The handover work was completed on the day of the year.

11.2.1 Party B shall be responsible for all receivables delivered by Party A to Party B, and Party B shall settle all the receivables before the end of December 20xx according to the original payment recovery speed.

11.2.2 For customers who are part of Party A’s direct sales department, Party B shall be responsible for arranging handovers and completing customer reconciliations. If bad debts occur, Party B shall bear corresponding responsibilities.

Article 12 Assignment

Either party to this Agreement may not assign this Agreement or any term in it without obtaining the written consent of the other party.

Article 13 Others

10.1 This agreement is effective from the date of signature by both parties and is valid for the period

10.2 "Confidentiality Commitment Agreement", "About A "Use of Party Trademarks", "Sales Target Confirmation", "Mortgage Guarantee Contract", and "Reseller Management Measures" are inseparable attachments to this agreement and have the same legal effect as this agreement.

10.3 The official text of this Agreement is made in quadruplicate, with each party holding two copies, and has the same legal effect.

Party A (seal): Party B (seal):

Address: Address:

Postal code: Postal code:

Legal Agent: Legal Agent:

Authorized Agent: Authorized Agent:

Telephone: Telephone:

Fax: Fax:

Account opening bank: Account opening bank:

Account number: Account number:

Signing address: Signing time:

Introduction:

Distribution An agreement or underwriter agreement refers to an agreement signed by the lead underwriter, the international coordinator and all underwriters to clarify the rights and obligations among the members of the underwriting syndicate. The distribution agreement overlaps with the underwriting agreement in many aspects and has the legal significance of further decomposing the rights and obligations related to the underwriting agreement. The distribution agreement is usually signed at the same time as the underwriting agreement.

Extended information:

In Western economics, distribution means establishing sales channels. According to the definition of the famous marketing guru Philip Kotler, distribution channel (Distribution Channel, also called Marketing Channel, refers to the process of transferring a certain commodity (Commodity) or service (Service) from the producer (Producer) to the consumer (Consumer) to obtain the ownership of this commodity or service. or all businesses and individuals who facilitate the transfer of ownership. However, it does not include suppliers, facilitators, etc.

As the concept of wholesale becomes outdated, the fashionable concept is distribution. The so-called distribution means selling in separate units. It can be seen that during the sales process, the situation of the next home has been taken into consideration, but the sales are planned, and the merchants have the concept of service terminals. Distribution and wholesale are relative and define merchants from the perspective of management and planning. Therefore, "distributor" is generally an enterprise, and is used to refer to a businessman with a sense of service terminal.

Reference materials: Distribution Agreement Baidu Encyclopedia