This form of contracts is for transaction between maufacturer and wholesaler.
I think we can use more simple form of the contracts of this
1. the purpose of the contracts
1) the purpose of this contracts is making clear basic rights and responsibilities on the transactions between "A" and "B"
2) "A" is the one who buy the products from "B"
3) "B" is the one who sell the products to "A"
2. Basic grounds
1) "A" and "B" must act to secure mutual benefits and fulfill all responsibilities from the contracts with faith, pursuing fair relationship and the growth of business
2) "A" and "B" must follow related law and regulation acted by goverments
3. Compliance with 'the fair transaction'
To realize 'the fair transaction' "A" and "B" must comply follows
1) Do not ask and offer any entertain, money, and valuables other than the price of the contract
2) Do not use the superior position to ask non-fair antions
3) "A" must not discriminate "B" against the other sellers and run the all transactions with reasonable and fair procedure
4. period of contract
1) the valid period of this contract is from ____ to _____
2) if "A" and "B" do not notice the cancelation of this contract to the other, this contract will be automatically extended to another 1 year
3) During the period of contract, if "A" or "B" did the "Prohibited act", the member of this contractor can deny auto extending the period of the contract
4) if one of the contractor want to deny auto expending, the one has to notify about the reasons of denying to counterpart with an official document or notification of the homepage that counterpart can see whenever it want until 30 days ago from the due date of the contract.
5) even after the cancelation of the contract, contractors still have the responsibilities below
① about intellectual property right
② about responsibility for defected products
③ about protection of personal information
5. The products purchase order
1) "A" have to make an order to "B" with "The products purchase order", which includes the list, quantity and prices of products, the place to get delivery, the due date of the delivery, and the official signiture of "A"
2) "A" have to give the copy of "The products purchase order" to "B", after making an order
3) "A" can make another documents when those documents needed
4) The products purchase order have to be given to "B" before the due date, and "A" can not make "B" buy or manufacrue the products "A" ordered before "B" get the products purchase order
6. Standards for inspection
1) The products have to be inspect by the method of measurements from "A"
2) "A" must give "B" a document, including the method to check the price, quality and size of products before "B" buy or make the products
3) if "A" want to have the certificate from other organization, "A" can ask "B" to get specific certificate before order. In this case, "B" have to give "A" the certificate "A" asked
4) The fee to get the certificates sholud be paid by "B"
5) If some defects found in the inspection, "A" can request "B" to change the products. If "B" deny to this ask, "A" can cancel the contract.
6) Every cost for changing the products must be paid by "B" and "B" have to take back defected products within ___days. If "B" do not fulfill this responsibility, "A" can send the defected products to "B" at "B's expense"
7. Delivery products
1) After "A" give "B" the products purchase order, "B" have to deliver the products at the fixed place within due date in the products purchase order. However, In unavoidable circumstance that delivery can not be done until the due date, "B" have to get permission from "A" to extend of due date.
2) "B" have to follow related law, when delivering products
3) "A" have to take over the products right after finish the inspection (mentioned at 6), except in some conditions below
① Products are damaged becaues of the reason "B" has to take responsibility
② Products are defected
③ Products are different from what "A" ordered
④ any other circumstance that can be a legitimate reason to deny to take over the products
4) In case of 3)-① or 3)-③, "B" have to do proper action to help "A" and solve the problem
5) "A" can not do the actions below without proper reasons
① ask the price that is significantly lower than market price
② ask to delivery the more amount of products than the amount in normal market condition
③ any other requirements to change the condition of transaction for the interest of "A"
8. Payments and Price
1) After taking over the products, "A" have to pay for the products within ___days by cash, credit card, or other cash like thins
2) "A" can not reduce the price, except in the conditions below
① Products are damaged becaues of the reason "B" has to take responsibility
② Products are defected
③ Products are different from what "A" ordered
④ any other circumstance that can be a legitimate reason to deny to take over the products
3) "A" can pay the price after offset the debt "B" has to pay. In this case, "A" has to give the deduction details to "B" when "A" pay.
4) "B" can ask to change the price of the products when the cost of products have been changed. In this case "B" have to give the documents below to "A"
① Documents than can prove the change of the product's cost
② any other documents needed to adjust the price
5) After "B" ask to change the price, "A" must start to discuss with "B" about changing the price within 10 days.
6) If "A" and "B" all agree about changing the price, "A" have to give documents, including the contents of the changing to "B". The documents have to include the signitures of "A" and "B"
9. Return and refund
1) "A" can not return the products without proper reasons, except in the case below
① Products are damaged becaues of the reason "B" has to take responsibility
② Products are defected
③ Products are different from what "A" ordered
④ When "B" asked "A" to change the product for some reason such as promotion for new products
⑤ any other circumstance that can be a legitimate reason to deny to take over the products
2) Return have to be done within ____ days after "A" take over the products, but if the defects are someting that hard to find within short-term of period, "A" and "B" can agree to extend the deadline.
10. Prohibited act
"A" can not do anyaction below
① ask the price that is significantly lower than market price
② prohibit "B" from trading with other buyers
③ ask the information of the condition of transactions with other buyers
④ ask "B" to buy some other product without any proper reason
⑤ any other circumstance that make "A" to take an unfair advantage
11. Claim
"A" or "B" must compensate counterpart for damaging on counterpart's properties
12. Product Liability
"B" have to compensate "A's customer", when the customer get harmed because of the defection of the products
13. Responsibility of notification
1) "A" and "B" have to notify to the counterpart when the conditions below have been changed
① when adress, name, or representative has beem changed
② when catipal has been changed
③ when the form of organization has been changed (personal --> corporation or vice versa)
④ whan any other condition than can affect the transaction has been occured
2) All notification have to be done with documents
14. Non-disclosure agreement
1) "A" and "B" have to keep secret about counterpart's business secrets, except when goverment ask the information or Court allow to open the information.
2) This responsibility will last for ___years, after finish this contract
15. The cancellation of a contract
1) "A" or "B" can cancel this contract in the circumstance below
① "A" and "B" are all agree to cancel the cantract with documents
② "A" or "B" has gone bankrupt
③ "A" or "B" has been prohibited from running its business by gorverment
④ The products from "B" turned out to be illegal or the licence of the products has been expired
⑤ any other circumstance in which the trasaction is difficult to proceed
2) When "A" or "B" violate the regulation of the contract, counterpart can ask the other who violate the rules to resolve the problems within 14days. If the one who violated do not carry out proper action until 14days, the conunterpart can cancel this contract
3) the one who want to cancel the contract ith any other reason except 15-1), 15-2), has to notify the reason of cancelation to the counterpart before 3 month from the cancelation
4) After cancelation, the one who has responsibilities of the cancelation have to pay to the other about any loss from the cancelation
16. settlement of a dispute
1) If "A" and "B" can not be reconcile their opinion, they have to follow the law
2) If "A" and "B" can not be reconcile even after apply 16-1), they can make related organization to deal with the conflict or they can apply for a civil trial
17. Effects of the contract
1) "A" and "B" have to make two of contracts and sign in each contract, and effects of the contract will come into force when "A" and "B" sign in this contract
2) All the other contents except the contents in this contract can not force "A" and "B"
3) The contents of the contract could be changed. To change the contents, "A" and "B" both have to agree to and sign in the contents changed
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I did not put every contents on here but , in my opinion, main contents that we probably need to mention
(exceptions)
- sales subsidy
- participating promotion
- intellectual property right
- Rules for Brand name and Trademark
- setoff after the cancellation of a contract
- related to food
