1. 外贸英语函电 Business English Correspondence 上海交通大学出版社

2. Project 8 Module 3 Contract Signment Project 7

3. PART01 PART02 Task 1 Task 2 Project 8 Agency Agreement PART 03 Practice

4. Project 7 Sales Confirmation and Purchase Contract Learning Objectives By the end of this project, you will be able to: ☆ understand and translate the stipulations of an agency agreement ☆ draw up sales confirmation/contract and purchase contract ☆ know what should pay attention to when signing an agreement

5. Background Some export companies and manufacturers appoint some firms in foreign countries to act as their agents to sell the goods produced or manufactured in our country. An “agent” is the party working under the principal, often performing work and entering into contracts on behalf of the principal. The agent must adhere to the principal’s guidelines and may not negotiate outside the scope of the agency agreement. An agent charges a “commission” for his services. Appointing a foreign agent to represent your company is an easy and cost-effective way to grow your business without hiring additional employees. In addition, the agent knows what goods are best suited to his area and what prices the market will bear which is valuable information for your company to open up a new market. In order to grant the agent the right to perform legal acts on behalf of a principal, the principal always signs an agency agreement with an agent. An Agency Agreement is a legal contract between “the agent” and “the principal” whereby a fiduciary relationship is created which defines the agent’s authority and duties. The principal agrees that the actions of agent can bind the principal to an agreement with a third party. In other words, the principal authorizes the agent to act on its behalf.

6. There are mainly two types of agency: general agency and sole agency. Sole agency gives one agent the exclusive right to market and arrange the sale of certain commodities in a certain area for a certain period of time under some kind of agreement or contract. The principal should not sign another agency agreement if he already has a sole agent in this particular area. General agency gives the right to two or more agents to market and arrange the sale of the goods in a certain area for a certain period of time.

7. Task 1 Draft an Agency Agreement Task D&K South Furniture Co., Ltd. has appointed your company (CAN-AN Company) to act as his agent for “Angel” Brand Office Chair in the United States. D&K South Furniture Co., Ltd. Has sent you the Agency Agreement and asked you to sign and return one copy. You try to translate and explain the clauses of the Agency Agreement to your boss who will sign the contract.

8. Writing Skills Following is the essential information of an agreement which can help you understand the clauses of the agreement. A formal agreement may include all, or some, of the following terms: 1. Preamble 2. The nature of the agreement 3. The name of commodity and specifications 4. The territory to be covered 5. The method of purchase & sale (special provisions) 6. Mode of payment 7. Details of commission and expenses to be allowed 8. The duties of agent and principal 9. Arbitration and court jurisdiction in the event of disputes 10. The language used 11. The governing law 12. Validity of the agreement

9. Useful Expressions 1. In consideration of your extensive experience in the field, we are glad to appoint you as our agent. 2. We’ve decided to entrust you with the sole agency for cars. 3. Please get in touch with our agents for the supply of the goods you require. 4. I want to sign a sole agency agreement with you on this item for a period of 2 years. 5. Since the agency agreement was signed, your turnover has amounted to $500. 6. Party B shall undertake to solicit orders for the above commodity from customers in the above territory during the effective period of this agreement for not less than USD 100,000.00. 7. This agreement is entered into between the parties concerned on the basis of equality and mutual benefit to develop business on terms and conditions mutually agreed upon as follows. 8. This Sole Agency Agreement is entered into through friendly negotiations on the basis of equality and mutual benefit to develop business on the terms and conditions set forth below.

10. 9. This agreement when duly signed by the parties concerned shall remain in force for 12 calendar months to be effective from November 1st, 2012 to October 31st, 2013, and it will be extended for another 12 months upon its expiration unless is given to the contrary. 10. Party A has the right to revise or change the selling prices in accordance with the prevailing market conditions and shall notify Party B the change in time. 11. Party A shall pay Party B a commission of 5% on the net invoiced selling price on all orders directly obtained by Party B and accepted by party A. 12. During the validity of this agreement, if either of the two parties is found to have violated the stipulations herein, the other party has the right to terminate this agreement.

11. Agency Agreement The Agency Agreement between CAN-AN Company and D&K South Furniture Co., Ltd.

15. Task 2 Sign a Sole Agency Agreement Task Your company, Bell Electronics Co., Ltd. (A-34, MinFeng Road, Minzhi subdistrict, Baoan, Shenzhen Guangdong, China) is a supplier of washing machine. Your company has decided to entrust MKH General Trading Inc. (18 Crown Steel Drive, Suite 312, Markham, Ontario, Canada) with the sole agency for Mini Washing Machine. Please finish the Sole Agency Agreement. The agreement is signed on August 15, 2013 and it will be effective from August 15, 2013 to August 14, 2014. The commodity

16. 1. The territory is confined to Canada. 2. Payment: irrevocable payable by draft at sight L/C shall reach Party A 30 days prior to the date of shipment. 3. The minimum quantity for the first three months is more than 30,000 sets, and for the whole year is 120,000 sets. 4. Commission rate is 5%.

20. Practice I. Translate the following terms. 代理协议 ___________________ 独家代理协议 ____________________ 代理人 _____________________ 委托人 __________________________ 佣金 _______________________ 商标 ____________________________ 货物描述 ___________________ 提示装运单据 ____________________ 最小营业额 _________________ 当事人 __________________________ 协议有效期 _________________ 平等互利 ________________________ II. Translate the following stipulations of a contract into Chinese. 1. In order to keep Party A well informed of the prevailing market conditions, Party B should undertake to supply Party A, at least once a quarter or at any time when necessary, with market reports concerning changes of the local regulations in connection with the import and sales of commodity covered by this agreement, local market tendency and the customers’ comments on quality, packing, price, etc. of the goods supplied by Party A under this agreement.

21. 2. The agreement comes into force on August 20, 2013 and remains valid for the period of two calendar years, and could be renewed for another two years by mutual written agreement. 3. Party B shall undertake to solicit orders for the above commodity from customers in the above territory during the effective period of this agreement for not less than USD 100,000.00. 4. During the validity of this agreement, Party A shall not make offers of the said goods to any party in the above-mentioned territory other than Party B, and Party B shall guarantee not to undertake the agency of, or to handle the sale of, the same kind of goods for any other countries.

22. III. Draw up a purchase contract. 贵公司准备与代理商签订一份独家代理协议，请用英文表述下列条款。 1. 甲方指定乙方为其独家代理，为下列商品招揽订单，乙方接受上述委任。 2. 商品：空调 3. 地区：日本 4. 价格和数量：每一笔交易的货物价格应由乙方与买主通过谈判确定，并须经 甲方最后确认。 5. 期限： 2012 年 6 月 1 日至 2013 年 5 月 31 日。 6. 支付：即期不可撤销信用证。 7. 权利与义务： 1 ）协议有效期内，乙方负责销售上述商品不少于 5 万台。 2 ）在代理期限内，乙方不得经营其他国家所生产的与本协议所列产品相似的产 品，否则甲方有权立即终止本协议，无须事先通知乙方。 3 ）在代理期内，甲方不得把本协议项下的代理商品，报价给日本的其他客户。

23. Thanks For your attention