Consignment Agreement 寄售协议书（在线收听）

Consignment Agreement
     寄售协议书
     December 6,1998
     China National Light Industrial Products Imp. & Exp. Corp., Beijing Branch (hereinafter called Party A) held talks with U.S. Max Factor & Co., (hereinafter called Party B) about the consignment of Max Factor Cosmetics. Through friendly negotiation both parties confirm the principal points as stipulated hereunder:

     (1) Item for Consignment
     It mainly covers four product categories i.e. Treatment, Fragrance, Cosmetics, and Toiletries. The detailed specification, unit price and quantity of the above goods shall be provided in a list to Party A by Party B. After confirmation by Party A, a concrete contract signed by both parties will then be effective.

     (2) Terms of Consignment

     ① Period of Time
     Both parties agree that sales of Max Factor cosmetics will commence on or about January 15, 1999 and continue through December 31, 1999. Party A agrees to sell exclusively Max Factor Cosmetics during this one year time in Beijing and agrees that no other cosmetics lines including perfumes, beauty cosmetics, cosmetics for protecting skin, hair lotions and nail enamel will be sold in Beijing Hotel, Beijing Friendship Store or any other location in Beijing.
     In order to facilitate Party A's work of starting the consignment sales on time, Party B should ship the first lot of consignment goods to Party A before Dec. 31, 1998. On or about March 15, 1999, Party A and Party B shall meet to mutually determine on acceptable sales level for the remainder of the consignment period.

     ② Port of Destination
     Xingang, Tianjin (by sea) and Beijing (by air). Party B agrees to sell CIF named Chinese Port.
     In surance certificate will be ALL RISKS with a warehouse to warehouse clause. While the goods are in the warehouse and during the course of selling Party A shall take the responsibility of insurance on behalf of Party B.

     ③ Party B will submit to Party A the actual retail prices of aforesaid articles in HongKong and Japanese Markets for Party A's reference. Party B has no right to interfere with A's selling price, spot and method, but it has the right to make positive proposals. Party A is responsible to submit Party B regular reports on selling situation (covering retail price), problems arising in the course of selling and making proposals to improve sales. Party B should provide Party A with various arrangements which are conductive to sales (including samples free of charge, articles for trial sales, data for promoting cosmetic sales, technical exchange and conditions for storage etc.)

     ④ All expenses for advertisement of these items should be paid by Party B. The Contents of advertisement are subject to the approval of Party A.

     ⑤ In the case of problems occurring due to quality, damage or any other matter of Party B's responsibility, Party B should compensate such a loss to Party A by the replacement of goods or the deduction of the sum in question from Party A's remittance to Party B against Party A's certificate. One percent of the sum from Party A's remittance to Party B should be dedicated by Party B as a damage allowance during the course of selling.

     ⑥ During the consignment period if Party A wishes to increase the quantity of salable items, Party B should cooperate on this matter through best efforts. For those articles which can not be sold Party B should make readjustment, replacement or withdrawal of the goods in question.

     (3) Terms of Payment

     ① Within one month after expiration of the consignment period, Party A shall remit Party B the total sum in U.S. Dollars based on the contracted unit price for those items which have been sold.
     If at any time the total value of goods sold exceeds the amount of U.S. Dollars 150,000, Party A shall remit the total sum in U.S. Dollars to Party B within one month's period of time.

     ② For those items which cannot be sold, Party A should send a list of these items to Party B in order to make an appropriate settlement by sending these items back or any other method.

     (4) All disputes arising in the course of the consignment period shall be settled amicably through friendly negotiation. In the case that no settlement can be reached through negotiation, both parties agree the case should be submitted for arbitration to a third country which can be accepted by both parties.

     (5) At the beginning of December, 1999, both parties shall meet and discuss the future business possibility in Beijing in 2000.

     Party A Party B

     Notes

1. cosmetics n. 化妆品

2. product categories 产品种类

3. treatment 护肤品

4. fragrance 香水；香味；香气

5. toiletries 洗品

6. perfumes 香水

7. hair lotions 头发水

8. beauty cosmetics 美容品

9. nail enamel 指甲油

10.cosmetics for protecting skin 护肤品

11.sales level 销售量

12.damage allowance 合理破损；破损免赔额 Exercise

1. Translate the following Sentences into English:

     (1) 建议你方以后以寄售方式发运不锈钢餐具。
     (2) 接受我方寄售货物的报盘，你方将不承担任何风险，因为我方将支付未售出商品退货的所有费用。
     (3) 请你方在行情下跌前将寄售货物售出。
     (4) 我们对你方出售这笔寄售化物的拖延甚感失望，希望尽快得到有关消息。
     (5) 希望你方对我方目前经营寄售的情况满意，并在以后给予更多的机会。

2. Translate the following terms of a consignment contract:

     (1) Terms and Conditions:

     A. Term of Consignment: Six months (180 days) starting from the goods' arrival at the destination.

     B. The locations, methods and prices for selling shall be decided by Party A according to the situation, and Party B will not intervene. However, Party B may make proposals in this respect. Both Parties should exchange information in a timely way, study together, and settle any problems that may arise during the consignment period while Party B shall facilitate sales in every possible way.

     C. If any advertising or promotion should be undertaken in any sales location, Party A will make proposals and Party B shall bear the expenses.

     D. If any breakage of containers is found at the goods' arrival for which Party B is responsible, or any deterioration of quality occurs during the period of consignment, Party B shall make compensation at the contracted prices or replace the substandard goods with fresh goods against Party A's certificate.

     E. During the period of this consignment, if Party A requires an increased quantity of said commodity, Party B shall, cooperate with Party A in order to expand sales.

     (2) Terms of Payment:
     A. Party A shall, within 15 days after the expiration of the period of consignment (180 days), remit the total amount to Party B at the contract unit prices according to the varieties and quantities actually sold.
     B. For unsold goods, Party A shall make a list to Party B. The two Parties shall decide through mutual consultations, whether to return the unsold goods to Party B or to automatically transfer them to the next consignment contract.
     C. The price of the portion of the shipment suffering quality deterioration or breakage shall be deducted from the total amount to be remitted, with the exception of those already disposed of or settled. However, Party A must furnish Party B with detailed invoice of deductions.