This agreement constitutes the final agreement of the parties. 8.11. The law of agency can be delicate and intricate. Mergers & Acquisitions, All 8.5. Sample 1. GOVERNING LAW AND JURISDICTION; DISPUTE RESOLUTION. (A)Principal wishes to appoint Agent as its buying agent for the purchase of products (collectively, Products) in countries throughout the world; (B)Agent is willing to act as the buying agent for Principal for the purpose of facilitating the purchase of Products for Principal, subject to the terms and conditions set forth in this Agreement; (C)Principal wishes to obtain from Agent, and Agent desires to provide to Principal, Services (as defined below) for purposes of having Products manufactured as requested by Principal, subject to the terms and conditions set forth in this Agreement; (D)The Products to be purchased in connection herewith will be purchased by Principal or subsidiaries of Principal and the term Principal shall be read accordingly; (E)The rights to purchase and sell many of the Products to be purchased in connection herewith have been granted to Principal or Principals subsidiaries under various license agreements and the licensors under such license agreements (the Licensors) have various rights under their license agreements; and, (F)Agent and Principal are also in discussions relating to the transfer of certain staff and leases in the Peoples Republic of China from Principal to Agent (the Transfer). Agent will deliver to Principal the Weekly Shipping Statements, which will be settled on an open account basis as follows: (i) as it relates to the corresponding Commissions, within 60 days following receipt of such Weekly Shipping Statement and (ii) as it relates to the FOB price or DDP price of Ordered Products in accordance with the terms agreed between Vendor and Principal. The foregoing events and proceedings set forth above shall be deemed also to include any similar events and proceedings under any laws applicable to a Party. Term) unless terminated by either of the Parties hereto pursuant to Clause 13.2 or 13.3. 21.3. Neither party was induced to enter this agreement by, and neither party is relying on, any statement, representation, warranty, or agreement of the other party except those set forth expressly in this agreement. Vendor will immediately notify Principal prior to any of these operations being shifted to other countries. (a) notify the other party of the Force Majeure Event and its impact on performance under this agreement; and. 14.2. 13.4. Materials, All This Purchasing Agency Agreement is between a company and a purchasing agent who will procure specific products for the company. A valid purchasing agent agreement is a written contract that must clearly show all of the following: That the local government authorized the contractor as the purchasing agent. reasonably acceptable to the Company, the Purchasing Agent is legally compelled or otherwise required to disclose. Agent also shall comply with all other requirements of the Licensors (as provided by or on behalf of Licensor to Agent) in connection with the production of the Ordered Products and cooperate with the Licensors in the exercise of their rights under their respective license agreements with Principals subsidiaries; (y)Conduct factory compliance audits of all Vendors in accordance with the Policies or as required by the respective Licensors prior to entering into Contracts with such Vendors that pass the audit; and manage any corrective action plans submitted by Vendors as necessary or appropriate; at Agents discretion and provided that it is permissible under Principals third party license agreements or otherwise, Principal shall notify Agent of the requirements under such third party license agreements, either conduct annual factory compliance audits of all Vendors who have entered into Contracts to ensure compliance with the Policies or waive the annual factory compliance audits if a Vendor can prove to Agent to Agents satisfaction that they are compliant under an equivalent program of the same or higher standard; (z)To the extent that the Ordered Products require quota and quota is not included in Vendors' prices, to attend to the acquisition of quota in a manner dictated by, and in the best interests of, Principal; (aa)Place Contracts in accordance with the written instructions of Principal and Clause 4.1 and communicate with Vendors on matters arising out of or in connection with the Contracts for and on behalf of Principal, provided that the resolution of any issues must be approved in advance by Principal; (bb)Maintain all records in the manner required by Principal, as necessary to comply with laws or other governmental requirements or the requirements of the respective Licensors, for six (6) years or such other period of time, as may be required to accomplish such compliance; (cc)Not furnish any Vendor any dies, molds, patterns, designs, art work, printing plates or labor without the advance approval of Principal; (dd)Include in the Contracts provisions by which the Vendors assign to Principal (or the respective Licensors, if so directed) any intellectual property rights they may have in the Ordered Products and/or the packaging and collateral materials associated therewith and ensure that all Vendors assign to all such rights to Principal or the Licensors; (ee)Ensure that any invoices in connection with Ordered Products shall contain accurate and complete descriptions of the merchandise, the names of the appropriate Vendors, and meet all other requirements set forth by the United States Customs and Border Protection and the United States Consumer Product Safety Commission. Such financial assistance is provided to allow Vendors to timely produce Ordered Products for Principal, for example to facilitate the procurement of raw materials so that production can proceed to meet Principals specific ship date. Any misrepresentation by Agent under this Clause 6.1(g) or any improper payment, offer, promise or demand in contravention of the foregoing undertakings, or acceptance or receipt of a payment in contravention of the foregoing undertakings, by Agent or its personnel, representatives, agents, or anyone associated with any of them shall constitute grounds for immediate termination of this Agreement and any other agreement Agent or any of its Affiliates has entered into with Principal or one of its Affiliates. Commission(s)). On this week's episode of The Crypto Mile, our host Brian McGleenon discusses the development of sovereign AI agents with our guest, Jamie Burke. CONFIDENTIALITY; NON-DISPARAGEMENT, 21.1. China Sourcing Agent - The Ultimate Guide - LinkedIn Subject to Clause 8.12 and Clause 24, nothing herein shall be deemed to prevent Principal, directly or through other buying agent(s), from engaging the services of or otherwise dealing with the Vendors after the end of the term of this Agreement. Agent shall promptly notify Principal prior to entry into an agreement with a Vendor to provide a Vendor Service. (d)In the event of a Major Delivery Issue, Agent will waive all or a portion of the Commission on all Ordered Products delivered pursuant to the Contract under which a Major Delivery Issue is present if Agent fails to notify Principal promptly, and in any event within 5 Business Days, after it has become aware of the Major Delivery Issue. The Company is engaged in the business of . What is a sourcing agent? Other than as set forth Clause 8.2(c), Principal shall not deduct from the payment amount specified in the Weekly Shipping Statement any amounts for claims or other charges. Go digital and save time with signNow, the best solution for electronic signatures.Use its powerful functionality with a simple-to-use intuitive interface to fill out International buying template online, e-sign them, and quickly share them without jumping tabs. The Purchasing Agent may not cause diminishment of value of the Company Marks through any act or representation. 22.2. You bring in and pay a person or a company to help you find the right foreign manufacturer or you do it yourself. This Agreement may not be modified except in writing signed by the duly authorized representatives of the Parties. However, the Purchasing Agent shall: A. provide the Company with prompt notice of these requests or requirements before making a disclosure so that the Company, may seek an appropriate protective order or other appropriate remedy; and. Within sixty (60) days following execution of this Agreement, Agent and Principal will work in good faith to negotiate and execute an agreement relating to the payment of bonus commission by Principal to Agent upon achievement of either or both two Key Performance Indicators, being (a) opex cost savings (to be shared 50-50 between the parties) and (b) FOB cost improvement. Sovereign Agents - your own personal AI assistant? | The Crypto Mile (iv) was developed by the Purchasing Agent independently without breach of this agreement. In addition, Agent shall ensure that the Vendor provides an invoice evidencing that the merchandise was produced for the account of, or was sold to, Principal. Principal hereby appoints Purchasing Agent as representative for the procurement of 2. 22.4. Our carefully prepared questionnaires take out the guess work. The Agent, as Purchasing Agent, shall receive delivery of all items of the Materials ordered by the Agent on behalf of the University under this Agreement, provided that all purchase orders shall provide that final acceptance by the University of delivery from a supplier or vendor shall be conditioned upon completed installation and proper performance thereof as determined by the University . Jamie is the founder of . As a procurement agent, you can terminate an existing contract to buy from a supplier by canceling document headers, lines, or schedules. General Agreement for the Procurement of Products and - Findlaw Agent acknowledges that the U.S. Foreign Corrupt Practices Act (FCPA) prohibits giving, promising, or offering to give a payment or anything of value, either directly or indirectly, to any non-U.S. government official, non-U.S. political party or official thereof, candidate for non-U.S. office, or officer or employee of a public international organization for the purpose of influencing an act or decision of such official, candidate, officer, or employee in his official capacity, inducing him to do or omit to do any act in violation of his lawful duty, or securing an improper advantage, in order to assist in obtaining or retaining business for or with, or directing business to, any person subject to certain exceptions, including facilitating payments. 15.1. Agent shall ensure that it provides to Principal the original seller's invoice to accompany every shipment into the United States; (ff)Procure the submission of Vendor's Certification of Origin Form; (gg)Transfer information related to clauses (a) through (ff) to Principal in an accurate and timely manner. (b)The execution, delivery and performance by Agent of this Agreement and the performance by Agent of its obligations and covenants contemplated hereby are within Agents powers and have been duly authorized by all necessary action (corporate or otherwise) on the part of Agent. This Agreement has been duly and validly executed and delivered by Agent and (assuming the due execution and delivery by Principal) constitutes a legal, valid and binding obligation of Agent, enforceable against Agent in accordance with its terms, except as such enforcement may be limited by or subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditorsrights generally and general equitable principles. The Company wishes to engage the Purchasing Agent as its exclusive independent purchaser of the Merchandise (as defined in section 1(a)) in those territories identified in section 6 (collectively, the "Territory") for the Company, and the Purchasing Agent wishes to accept this engagement. Simply put, a sourcing agent's job is to find the right supplier for the sellers. WHEREAS, the Buyer and Agent have been and/or intend to operate as Buyer and Buying and . 21.2. We have customer support specialists just a phone call away to help steer you in the right direction. Agent shall conduct its activities under this Agreement in a lawful manner and in accordance with the highest standards of fair trade, fair competition and business ethics and shall cause all of its authorized representatives to do the same. Principal further acknowledges Agent (and/ or an Agent's Affiliate) has designed and developed a proprietary vendor portal system (the Vendor Portal), which automates many of the previously manual processes in the supply chain (such as placement memoranda, inspection booking, payment status checking and shipping schedule checking) and agrees that fees may be levied on Vendors for the use of Vendor Portal. For the purposes of calculating the Agent Sourced Amount, Agreement Year means (a) with respect to the firstAgreement Year, the period beginning on May 1, 2019 and ending on April 30, 2020 (the "First Agreement Year"), (b) with respect to each subsequent Agreement Year other than the Last Agreement Year, the one (1) year period beginning on the day following the end of the First Agreement Year and each succeeding one (1) year period thereafter. Free Purchasing Agency Agreement - FindForms.com 13.2. THIS BUYING AGENCY AND SOURCING SERVICES AGREEMENT (the Agreement) shall be effective as of May 1, 2019; (1)CENTRIC BRANDS INC., a corporation incorporated in Delaware with its principal office at 350 Fifth Avenue, New York, NY 10118 USA (Principal); (2)LI & FUNG (TRADING) LIMITED, a company incorporated in Hong Kong and having its registered office at 11/F LiFung Tower, 888 Cheung Sha Wan Road, Kowloon, Hong Kong (Agent),(each, a Party and together, the Parties). This Agreement contains the entire agreement between the Parties with respect to the subject matter hereof and supersedes all simultaneous and previous agreements, representations, and understandings between the Parties with respect thereto. Buying Agency And Sourcing Agreement - Free Search. Agent shall procure for each Agreement Year during the Term (as defined below), as soon as practicable, but in any event within thirty (30) days after the end of each Agreement Year, a certificate signed by an officer of Agent (the Sourcing Certificate), setting forth (i) the aggregated FOB price of all Products sourced through Agent during such Agreement Year, (ii) the total Commission paid or due to Agent, and (iii) the total Rebate set forth in Clause 8.2 paid to Principal, for all Products sourced through Agent during such Agreement Year. Agent hereby accepts such appointment, subject to the terms and conditions and for the duration of this Agreement. Purchases | Minnesota Department of Revenue 2.2. 22.1. following referral of the Dispute to them, then the Parties shall be free to pursue such remedies as may be available under applicable law. Signature page follows.]. Principal hereby appoints Agent as its nonexclusive buying agent for the purchase of the Products from manufacturers and all other sources of supply (collectively, Vendors) subject to the terms and conditions and for the duration of this Agreement. Agent or its representative must be present to witness, photograph and document these steps and must complete the Certificate of Destruction Form in the form provided by each Licensor; (w)Use its reasonable efforts to prevent Vendor from disposing of Ordered Products which are cancelled or refused by Principal and to inform Principal promptly if it becomes aware of any overproduction or production of counterfeit merchandise by Vendors; (x)Assist Principal, its Licensors and their respective representatives in the organization of visits, inspections and meetings with Vendors and production facilities. 6.1.g.3. Agent shall perform the Services for the benefit of Principal pursuant to the terms and conditions set forth in this Agreement. Also, nothing herein is intended to impair any rights that a Party may have as a creditor in any such bankruptcy or other such proceeding; (b)If there is a Change of Control of Ownership of the other Party; or. Agent will not, during the Term or at any time thereafter, have or claim any right, title or property interest in such intellectual property or take or permit any action which will have an adverse effect on Principal's rights to such intellectual property. Payment of the override commission referred to in this Clause 1.7 shall mean that Principal is not in breach of its obligation under Clause 1.3. In this connection, Agent shall visit Vendors, obtain production garment samples, pre-production samples, prototype samples, fit samples and sales samples of the Products (at Vendors sole cost), submit such samples to Principal and quote prices at which the Products can be purchased; (j)Enter into Contracts and place purchase orders with Vendors on behalf of Principal in accordance with the Purchase Order Terms and make any amendments to such purchase orders as directed by Principal; (k)Ensure that Principals policies and standards with respect to quality control and quality assurance and social compliance (as provided by Principal to the Agent from time to time) are implemented by Agent; (l)Perform color approval for bulk production if requested by Principal; (m)Ensure that Vendors perform fabric testing and garment test in accordance with Principals standards and customer requirements; (n)Ensure that Vendors inspect and test the Ordered Products in compliance with the procedures set forth by Principal and provide copies of all such test results to Principal and certifications of conformity as required by law, and enforce the quality control standards set up by Principal for the Ordered Products, including assuring the conforming of the Ordered Product to approved samples and as to style, size, quantity, and other specifications in the applicable Purchase Order. 11.1. Intellectual Property, All (iii) the Company's failure to pay the purchase price of any Merchandise, or any sales or use taxes imposed on that Merchandise, or the cost of shipping and handling any Merchandise. Agent acknowledges that all patents, trademarks, service marks, logos, trade dress, trade names, goodwill, copyrights, copyrightable material, designs, rights of publicity and persona, trade secrets and all other intellectual property, in each case, relating to any of Principals Products (including all Products produced or proposed to be produced in connection herewith} and packaging and collateral materials associated therewith shall be and remain, as between Agent and the Vendors, on the one hand, and Principal, on the other hand, the sole and exclusive property of Principal. 8.1. Once you agree to work with someone, you will have to sign a contract called an "exclusive buyer agency agreement," outlining the agent's services and compensation .