Buying Agency Agreement Template - Wcb - New York

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BUYING AGENCY AGREEMENT
THIS AGREEMENT (“Agreement“) is made this _____day of_____, 20xx, by and
between
, with its principal place of business at
referred to
hereinafter as “Buyer,” and
,
with its principal office at
___________________________, hereinafter referred to as “Agent.”
WHEREAS, Buyer intends to use the services of Agent as its purchasing
representative when Buyer makes purchases of the merchandise listed in the attached
Exhibit A;
WHEREAS, Buyer and Agent wish to formalize the method by which they will
transact business so as to ensure that both Buyer and Agent will act in this manner in the
future;
NOW, THEREFORE, it is agreed that, to the extent services are requested and
thereafter rendered to Buyer by Agent, such services shall be rendered strictly in
accordance with the terms of this Agreement.
1. Appointment and Authorization of Buying Agency
Buyer hereby appoints Agent as its non-exclusive buying agent of the
merchandise listed in Exhibit A, (the “Merchandise”) as may be mutually agreed upon
by Buyer and Agent in such countries or jurisdictions listed in the attached Exhibit B or
as may be agreed upon from time to time (the “Territory”), effective from the date written
above, to continue until the expiration of sixty days (60) from the date of mailing by
either party to the other at any time, by registered mail or certified mail, of notice of
cancellation of this Agreement.
Agent hereby accepts this appointment and agrees to act as same according to the
terms and conditions as set forth in this Agreement. Agent agrees that it shall be entitled
to no compensation after the termination of this Agreement, except for Commissions (as
defined below) on any orders placed by Buyer through Agent prior to termination and
shipped after termination.
Services by Agent
Agent hereby accepts the appointment described herein and agrees to perform any
or all of the following services to the extent necessary to meet Buyer’s needs, including:
a. Advise Buyer of styling, marketing, supply and manufacturing aspects of
Buyer’s proposed purchase of merchandise to be imported into the United
States or any other country designated by Buyer.
b. From time to time attend fairs and research the market on behalf of Buyer to
call to the attention of Buyer all new and interesting merchandise as it
becomes available.
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BUYING AGENCY AGREEMENT
THIS AGREEMENT (“Agreement“) is made this _____day of_____, 20xx, by and
between
, with its principal place of business at
referred to
hereinafter as “Buyer,” and
,
with its principal office at
___________________________, hereinafter referred to as “Agent.”
WHEREAS, Buyer intends to use the services of Agent as its purchasing
representative when Buyer makes purchases of the merchandise listed in the attached
Exhibit A;
WHEREAS, Buyer and Agent wish to formalize the method by which they will
transact business so as to ensure that both Buyer and Agent will act in this manner in the
future;
NOW, THEREFORE, it is agreed that, to the extent services are requested and
thereafter rendered to Buyer by Agent, such services shall be rendered strictly in
accordance with the terms of this Agreement.
1. Appointment and Authorization of Buying Agency
Buyer hereby appoints Agent as its non-exclusive buying agent of the
merchandise listed in Exhibit A, (the “Merchandise”) as may be mutually agreed upon
by Buyer and Agent in such countries or jurisdictions listed in the attached Exhibit B or
as may be agreed upon from time to time (the “Territory”), effective from the date written
above, to continue until the expiration of sixty days (60) from the date of mailing by
either party to the other at any time, by registered mail or certified mail, of notice of
cancellation of this Agreement.
Agent hereby accepts this appointment and agrees to act as same according to the
terms and conditions as set forth in this Agreement. Agent agrees that it shall be entitled
to no compensation after the termination of this Agreement, except for Commissions (as
defined below) on any orders placed by Buyer through Agent prior to termination and
shipped after termination.
Services by Agent
Agent hereby accepts the appointment described herein and agrees to perform any
or all of the following services to the extent necessary to meet Buyer’s needs, including:
a. Advise Buyer of styling, marketing, supply and manufacturing aspects of
Buyer’s proposed purchase of merchandise to be imported into the United
States or any other country designated by Buyer.
b. From time to time attend fairs and research the market on behalf of Buyer to
call to the attention of Buyer all new and interesting merchandise as it
becomes available.
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BUYING AGENCY AGREEMENT
c. Solicit offers to sell such merchandise to Buyer, procure samples of the
merchandise to be delivered in a manner specified by Buyer, and develop
estimates and establish prices for the export supplier’s selling price (e.g.
F.O.B. port of exportation) to Buyer in U.S. dollars.
d. Assist Buyer when its representatives visit the various manufacturers and/or
suppliers to negotiate contracts or review production.
e. Act as translator for Buyer’s representatives at meetings with sellers and at
other times and places where such service is necessary.
f. Translate information furnished by Buyer and transmit such information to
manufacturers so that merchandise can be produced in accordance with
Buyer’s specifications.
g. Exercise no control of the price of merchandise procured for Buyer except to
seek the lowest possible price for the benefit of Buyer and assist Buyer in the
negotiation of purchase contracts at competitive prices and on competitive
terms. Any such contracts shall remain subject to Buyer’s final approval.
h. In strict conformity with instructions and terms issued by Buyer, forward to
manufacturers, on behalf of Buyer, Buyer’s orders with and/or purchase for
merchandise from export suppliers. Agent shall ensure that the invoices
prepared in connection with such orders and/or purchases conform to Buyer’s
established invoicing procedures and other Buyer Compliance Program(s).
In instances where the commercial invoice for merchandise procured by
Agent for Buyer is on Agent’s letterhead, the actual invoice from the
manufacturer-seller must be provided to Buyer at time of shipment.
i. Inform in writing all sellers that Buyer is the actual entity for whom the
merchandise is to be purchased. In no case will Agent act as seller on any
purchase made by Buyer, but will act only as the Buying Agent of Buyer.
At all times Agent will act only upon the written instructions from Buyer and
in the best interests of Buyer.
j. Provide to Buyer the location, phone number and fax number of each factory
where merchandise is to be produced together with a factory description,
including an inventory of equipment located therein.
k. For each purchase order, the Agent shall confirm that the factory has the
capacity and capability to produce the merchandise ordered by Buyer and that
that the factory conforms to Buyer’s Code of Conduct and cargo security
requirements. Agent shall also confirm receipt of a completed Factory Profile
which has been evaluated and approved.
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BUYING AGENCY AGREEMENT
l. Inspect each shipment of merchandise before and after it is packed in
condition ready for shipment to the destination country to ensure that such
merchandise (1) meets Buyer’s specifications as set forth in the applicable
contract (and all amendments thereto) and is not defective in any respect; (2)
meets the requirements and standards of the local and destination country’s
laws and regulations as specified in the applicable contract; (3) is packaged,
labeled, priced and invoiced in accordance with the instructions set forth in
the applicable contract; (4) is packaged in a manner which will ensure its safe
transportation to Buyer. Agent will advise Buyer immediately of any
discrepancies in (1) through (4) above.
m. At Buyer’s Request, arrange for the shipment of merchandise from the
delivery point specified in Buyer’s purchase contract to each designated port
of entry in the designated destination country. Where merchandise is sold
under terms other than “F.O.B. port or exportation,” ensure that Buyer’s
nominated forwarder provides documentation evidencing all freight and
insurance charges, as well as all other charges paid on account of Buyer.
n. In accordance with the Instructions from buyer, use its best efforts to seek the
best settlement for Buyer of claims against manufacturers.
o. Ensure that manufacturers arrange for shipment of merchandise, and in that
regard use its best efforts to ensure that manufacturers make truthful and
accurate preparation of all necessary export documentation, including, but not
limited to, certificates, forms, statements and any other information necessary
for exportation, in accordance with the terms of the relevant purchase orders
and in accordance with the Buyer’s security procedures. Agent’s failure to
conduct such inspections and verify compliance with Buyer’s cargo security
requirements will constitute a material breach of this agreement and
negligence by the Agent.
p. Upon request and subject to specific instructions of Buyer, arrange for and
supervise the consolidation of shipments in order to reduce shipping costs.
q. Ensure that the genuine and true origin of all merchandise
subject to this agreement is reflected on the country or origin declaration(s),
including any textile visas required to accompany the shipment. As part of
this function, Agent shall verify purchase and receipt of raw materials and, on
regular basis, conduct random periodic inspections of work in process. Agent
shall inspect finished products on a random basis, on a statistically valid basis,
prior to packing, to ascertain that the merchandise meets the specifications,
quality and packaging as required in Buyer’s purchase order or other duly
executed written instructions, verify country of origin, ensure proper labeling
of the merchandise, confirm that no child, prison, or forced labor was used in
the manipulation of the merchandise, and follow-up to make sure that the
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BUYING AGENCY AGREEMENT
merchandise is produced and shipped according to schedule. In the event that
the entry of merchandise is denied on the grounds of an incorrect origin
declaration, Buyer shall be entitled, at is discretion, to withhold any
commission due Agent for such shipment.
r. Should Buyer fail to accept deliver of any merchandise for whatever reason,
Agent shall use reasonable endeavors to prevent the relevant manufacturer
from disposing of the rejected merchandise without removing labels, brand
names or markings (logos) attached to such merchandise which relates to
Buyer.
s. The Agent shall perform the services rendered under this Agreement in
compliance with the laws of the United States and any other country having
jurisdiction, and in compliance with the rules and regulations of the Customs
Services in such jurisdictions.
3.
Letter of Credit Requirements
Certain orders or group of orders placed by Buyer may be accompanied by an
Irrevocable Letter of Credit issued in the name of Seller in an amount sufficient to cover
the purchase price of the merchandise as defined in this Agreement. The terms and
conditions of each Irrevocable Letter of Credit will be determined by Buyer, and any
actions undertaken or representation made by Agent with respect to the Letter of Credit is
subject to the written approval of Buyer.
4.
Invoicing Requirements
Agent shall ensure that any invoices in connection with orders and purchases
handled by Agent shall contain accurate and complete descriptions of the merchandise,
the names of the appropriate suppliers, the country of origin and meet all other
requirements set forth by Buyer. In addition, Agent shall ensure that the designated
supplier provides an invoice evidencing that the merchandise was produced for the
account of, or was sold to, Buyer. Agent shall ensure that it provides to Buyer the
original certified seller’s invoice to accompany every shipment into the Designated
Country.
5.
Non-Transshipment of Merchandise
Agent agrees to familiarize itself with the Customs laws and regulations in
Buyer’s importing jurisdictions relating to country of origin and transshipment of goods;
and Agent warrants that it will diligently use its best efforts to verify the origin of all
merchandise purchased with the assistance of Agent hereunder, and shall use its best
efforts to ensure that all manufacturers’ statements (whether on invoices, single or
multiple country declarations or otherwise) as to the country of origin of merchandise
purchased by Buyer with the assistance of Agent hereunder are accurate and in
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BUYING AGENCY AGREEMENT
compliance with the Customs laws of the importing jurisdiction. Agent warrants that no
shipment has been illegally transshipped from any country.
6.
Communication with Customs Authority
Agent agrees to notify Buyer immediately of any direct communication it, or
Buyer’s Suppliers, receives from any Customs service or authority in conjunction with
the procuring of Buyer’s merchandise, and to respond to such communication in
substance and in form only as instructed by Buyer.
7.
Buyers Right to Reject Merchandise
Buyer reserves the sole and exclusive power and right to accept or reject
purchases proposed by Agent. Agent is not authorized to, and shall not, enter bids which
may bind Buyer; nor shall Agent otherwise hold itself out as having power to bind Buyer,
except as Buyer may specifically authorize in writing. All purchases shall be subject to
acceptance or rejection by Buyer.
8.
Provision of Assists to Manufacturer by Agent
Agent certifies that it will not furnish to the manufacturers any dies, molds,
patterns, artwork, printing plates, engineering work, labor, financial assistance (except as
provided below) or otherwise assist in production of the goods without the advance
approval of Buyer. The cost of such items must be fully and properly disclosed on the
invoice covering the purchased merchandise.
Definition of “Purchase Price”
9.
As used in this Agreement, the term “Purchase Price” shall mean the export
supplier’s F.O.B. foreign port of exportation selling price unless a different pricing
method is agreed to in writing by Buyer and the export supplier.
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