SHOWN BELOW IS AN UNABRIDGED TERMS AND CONDITIONS OF THE PROPOSED BUYING AGENCY AGREEMENT TO BE FINALIZED BETWEEN "BUYER" (from overseas) AND "AGENT" (in Nepal) ITS SCOPE OF ACTIVITY IS LIMITED TO ONE COUNTRY ONLY - NEPAL


BUYING AGENCY AGREEMENT (NEPAL)

THIS AGREEMENT ("Agreement") is made this _____ day of _____, 201x, by and between _______________________________________________ with its principal place of business at _____________________________ referred to hereinafter as "Buyer" AND NepalSourcing Co/WSN Group with its principal office in Kathmandu, Nepal, hereinafter referred to as "Agent".

WHEREAS, Buyer intends to use the services of Agent as its purchasing representative in Nepal when Buyer makes purchases of the merchandise listed in the attached Exhibit A of nepali origin exclusively. This Agreement covers all "Made in Nepal" merchandise which can be classified as arts and crafts, handicrafts and generally any handmade goods using traditional methods. Specifically excluded under the terms of this Agreement are most if not all industrial, manufactured items such as most machine made goods.

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.

WHEREAS, This Agreement covers "Made in Nepal" merchandise/goods to be exported from Nepal to foreign countries around the globe in Volume transactions

WHEREAS, the services offered under the terms of this Agreement are specially intended for foreign Bulk buyers, Wholesalers,Distributors and other quantity purchasers based in or doing business abroad (e.g. USA, Canada, EU and other prime International clientele exclusively)

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.


Appointment and Authorization of Buying Agency

Buyer hereby appoints Agent as its exclusive buying agent in Nepal for the merchandise he has selected and listed in Exhibit A, (the "Merchandise") for an initial period of 12 months from the date of this Agreement. At the end of this period, on expiry date, this Agreement will be automatically renewed for a further period of twelve months, unless it is cancelled by either party in writing within 15 days immediately following the expiry date of any 12 months period. If the Agreement is to be cancelled, Notification shall be made by mailing by registered mail, by certified mail, or email, with said notice of cancellation to 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 and any special services rendered by Agent to Buyer in such areas as Product Design, Custom Design, Logos, Brand Development or marketing, Labelling and other similar services, which are not based or included in commissions, but rather are totally separate fees or charges for services invoiced by Agent, and for which the Buyer remains liable.


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:
Advise Buyer on types of highest quality handicrafts and handmade goods available in Nepal at the lowest possible prices. Work in close cooperation with Buyer on supplying handicrafts, handmade goods, arts and crafts, etc. which meet the requirements and standards of the Buyer. And because the great majority of goods made in Nepal can be customized and made by hand using traditional methods by Nepal's most skillful artisans, workshops and factories, Agent is prepared to work on a cost plus basis in close cooperation and joint collaboration with Buyer in the designing of new products adapted to foreign markets according to Buyer requirements. Product Design services are more fully described in Agent's website www.nepalsourcing.co Cost structure and payment terms thereof are to be negotiated on a case by case basis, to be agreed between Agent and Buyer. Normally, those cost plus charges - plus and shipping abroad charges - will invoiced and become immediately on a pay as you go basis, no later than end of each calendar month.

As required, for the Agent to research the market on behalf of Buyer to call to the attention of Buyer all new and interesting merchandise as it becomes available.


BUYING AGENCY AGREEMENT

Advise Buyer on supply and production aspects of Buyer's targeted purchase of merchandise in Nepal detailed as per Buyer's listing in "Exhibit A" for subsequent export from Nepal to Buyer's country or such other "Destination" as the Buyer shall designate. Under the terms of this Agreement, it is expressly stipulated that the Agent is and shall always remain, without exception, an independent third party with no manufacturing capability of his own, and no vested interests in any production units or workshops in Nepal. Read Agent Warranty below. All the business relationships between the Agent and the suppliers or sources of supply in Nepal he selects to get the best possible quality at the most favorable price, are at arms length. Consequently, it is specifically agreed between the two parties that the Agent shall be completely free, without limitation or interfere from the Buyer, to select any supplier, producer, manufacturer he chooses, anywhere within territorial Nepal, unless other Buyer-Agent arrangements are made in writing to the contrary prior to the initial search or sourcing by Agent in Nepal, which will always be at the very beginning of the Buyer-Agent relationship.

Research the market on behalf of Buyer to call to the attention of Buyer all new and interesting merchandise as it becomes available. If not readily available on the nepali market, advise the Buyer accordingly and offer alternatives. Buyer agrees that if goods he requires have to be specially produced, custom-made, hand-crafted, etc. under direct Agent supervision, Buyer will be expected to pay extra cost-plus fees for any additional services thus provided by Agent in cover of product design, labeling, logo creation etc., plus transportation costs. The latter will always be for Buyer's account specially if these items have to be shipped from Nepal to Buyer's country, using courier or other shipping services.

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 normally quoted in U.S. dollars. Buyer understands and agrees that he may be charged for samples, agrees to pay for same if asked, particularly if the said samples have to be specially made according to Buyer's Requirements, are complex in design or time consuming to make. In certain cases, and by prior Agreement only, Agent may agree to waive the cost of the samples themselves, but in all cases - and without exception - transportation charges by Courier service (or air freight) to ship the said samples from Nepal to the Buyer will always be invoiced to the Buyer, and the Buyer agrees to pay Agent for said Transportation charges in full, prior to the shipment of the samples from Agent to the foreign country of destination of the Buyer.

The ability to produce samples which are completely acceptable to the Buyer is an essential element of this Agreement, prior to any sizeable order being placed by Buyer with Agent. Consequently, Buyer and Agent agree to work in very close cooperation as from the effective date of this Agreement. This close collaboration by mutual consultations, and in close concertation together, shall continue for as long as required, until such time as the Buyer is fully satisfied as to quality and price of any sample/samples first in the form of detailed photos by email from the Agent Buyer and secondly, by being able to touch, feel and examine the actual samples he will will have asked to have receive from Agent by special shipment (usually DHL or other courier) and therefore shipped to him abroad. Buyer understands and accepts the fact that samples may have to be done or re-done several times, before the final version is approved by him, and that this will entail transportation or miscellaneous costs, which he agrees to pay as and when invoiced, on the basis previously defined. As soon as the Buyer has advised the Agent that he fully accepts price, quality and all characteristics of samples received from Agent, he will promptly advise Agent accordingly. At this point in time, once the Buyer has signified his full satisfaction on price and quality on the basis of the product-samples he has on hand and which will have been shipped to him, in the normal course of business, Buyer will be expected to place initial minimum wholesale or bulk orders with the Agent in Nepal. Normally, repeat orders will follow. Minimum order requirements will vary from case to case, depending on the nature of the product. To learn more about minimum order requirements, Buyer should check with Agent at the earliest possible stage.

Exercise no control of the price of merchandise procured for Buyer except to seek the lowest possible price for the benefit of Buyer and generally use his best efforts and due diligence to assist Buyer in completing the purchase of the merchandise he has selected.

Once the samples have been approved by the Buyer, on the basis of both price and quality standards which meet fully Buyer's requirements and characteristics, the Agent shall Pro-forma invoice the Buyer for full merchandise value, transportation and all other charges and costs, in good conformity. Immediately following the Agent being put into funds, he shall place the orders with the nepali manufacturers/producers/suppliers in strict conformity with instructions and terms issued by Buyer, and on behalf of Buyer. As the Agent is acting on Buyer's behalf, the Agent shall not be required or placed under obligation by the Buyer to divulge the names of the producers, manufactures or other units of production in Nepal. Likewise, The Agent should respect full confidentiality of the Buyer and protect the Identity of the foreign Buyer(s) as he is acting as the Buying Agent of the Buyer. Read Confidential Information below.

At all times Agent will act only upon the written instructions from Buyer and in the best interests of Buyer.

At any given point in time, however, the Agent should be ready and willing to confirm that the nepali factory or production unit has the capacity and capability to produce the merchandise ordered by Buyer, if Buyer so requests.

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 and is not defective in any respect; (2) is packaged, labeled, priced and invoiced in accordance with Buyer's instructions (3) is packaged in a manner which will ensure its safe transportation to Buyer. Agent will advise Buyer immediately of any discrepancies he becomes aware of in (1) through (3) above.

At Buyer's Request, help arrange for the shipment of merchandise from the delivery point specified by Buyer 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.

In accordance with the Instructions from buyer, use its best efforts to seek the best settlement for Buyer of claims against manufacturers, which it is stressed are the only ones who must assume full/complete ultimate financial and other responsibility for merchandise production, and liability.

Assist in arranging for shipment of merchandise, and in that regard use its best efforts to ensure that manufacturers make truthful and accurate statements and declarations which will be required to prepare the 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 instructions from Buyer and in accordance with the Buyer's security or other procedures.

Upon request and subject to specific instructions of Buyer, help arrange for and supervise the consolidation of shipments in order to reduce shipping costs.

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 possible visas required to accompany the shipment.

Should Buyer fail to accept delivery 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.

The Agent shall perform the services rendered under this Agreement in compliance with the laws of Nepal.


Compensation to Agent

In consideration of the services provided hereunder to Buyer by Agent, as Purchasing Representative, Buyer agrees:

To pay Agent a commission equal to ____ percent (__%) of the Kathmandu, Nepal, FOB price of any Merchandise ordered by the Buyer. The amount of the Commission is subject to change by written mutual agreement. Such commission shall be billed to Buyer by Agent by email and shall be payable within 15 days from date of invoice, by Buyer to Agent at the Bank designated by Agent to Buyer, and by means of wire/TT bank to bank transfer, in line with the Central Bank of Nepal's policy that exports from Nepal must be settled in full before the goods can clear customs here and leave the country.

To reimburse Agent for the cost incurred by Agent for producing samples shipped to Buyer at Buyer's request provided that any shipment of samples to Buyer is accompanied by an invoice reflecting all such costs. In instances where the buyer provides Agent with any assists (including, but not limited to raw materials, trims or other components) required to procure these samples, the cost of any assist must be reflected in the declared value for Customs. Prior to the Agent shipping said samples abroad by courier or other shipping service, the Buyer agrees to remit in full, on demand, the associated Transportation costs of using DHL or other courier/delivery services. Those shipping costs shall likewise be officially be detailed and Invoiced by the Agent to the Buyer.

To reimburse Agent for the cost incurred by Agent for special services which are fully described, as previously indicated, in Agent's website www.nepalsourcing.co and which fall in one or more of the categories of "Product Design" such as product development, logo design, label services, etc. For such services rendered, those costs shall likewise be detailed and invoiced by the Agent to the Buyer, and Buyer agrees to reimburse same on demand.

The payment referred to above "Compensation to Agent" in this section shall represent the entire compensation for Agent for services rendered on behalf of Buyer. Agent shall not be entitled to any further compensation or reimbursement. Agent shall be responsible for all expenses incurred in connection with the performance of its services hereunder, including, by way of example, overhead expenses, rental expenses, travel expenses, and any other sales, advertising, promotional or operational expenses.

Agent Warranty Agent warrants that it has no ownership interest in, or any control of, or any financial interest in any manufacturer making the merchandise to be purchased by Buyer with the assistance of Agent hereunder, shall not permit such relationship to be established during the term of this Agreement, shall not share Commissions with any such manufacturer, and shall not (except as provided in this Agreement) receive or accept any remuneration from any such manufacturer. Agent further warrants that it shall not maintain inventory of the merchandise in its capacity as Agent and shall not buy for its own account.


Confidential Information

Each party, its affiliates and employees and its attorneys shall hold in confidence and not use or disclose, except as permitted by this Agreement, (i) confidential information of the other party or (ii) the terms of this Agreement, except upon consent of the other party pursuant to, or as may be required by law, or in connection with regulations or administrative proceedings and only then with reasonable advance notice of such disclosure to the other party. Notwithstanding the foregoing, Agent may make disclosure of confidential information at the direction of Buyer as may be necessary in performing its obligations hereunder in good faith and with due diligence provided that reasonable precautions are taken to protect the confidentiality of the information.


Warranty of Capacity to Enter into Agreement

Each party warrants to the other that it has full right, legal capacity and authority to enter into and perform this Agreement and that it will indemnify and hold harmless the other party for any breach of this warranty. Agent further warrants represents to Buyer that Agent is serving as a buying agent pursuant to this Agreement and is not functioning as a principal; Agent further represents that the commissions are true buying commissions and that Agent shall not take any action inconsistent with this Agreement.


Disclaimer of Agent and Limitations

Because no product testing laboratories exist in Nepal, the full and entire Responsibility of lab testing any of the products which he purchases From Agent in Nepal must necessarily rest with Buyer exclusively, in his own country where labs do exist and where Buyer may elect, at his sole discretion, to test nepali products. Because Buyer will have received samples of all products from his Agent in Nepal, the optimum time to test products in his country would be to do as promptly as possible after he has received the samples he has ordered from his Agent. In the event the Buyer elects not to test products at that time, decides to place the order with Agent without any lab tests, and then post-shipment and/or delivery of the goods to his country, Buyer should belatedly finds that the products are not satisfactory, contain harmful chemicals, are defective, not acceptable, etc. the Buyer agrees to hold the Agent harmless of any and all financial losses, claims, or other consequences, and agrees to fully indemnify the Agent. Services by Agent are clearly stipulated above in this Agreement and Agents warrants to always work for Buyer on a best efforts basis, using his expertise and due diligence and generally work in a manner consistent with reaching the goal of customer satisfaction, to the best of his ability in the field of Handicrafts production from Nepal. Should the Buyer desire a greater degree of inspection, audit or other quality control procedures than those specified in this Agreement, Buyer should advise Agent accordingly. In that event the Agent will refer Buyer to a third party professional QC service, so that Buyer can contract him to provide those specialized services which Agent does not provide under this Agreement.


Modification of Agreement

This Agreement supersedes all previous agreements between Buyer and Agent. This Agreement may be amended, modified, superseded or cancelled, and any of the terms, covenants, representations, warranties, or conditions hereof may be waived, only by a written instrument executed by Buyer and Agent. Warranties or conditions required by this agreement may be waived, only by a written instrument executed by Buyer and Agent or, in the case of waiver, by a written instrument executed by the party waiving compliance. The failure of any party at any time to require performance of any provisions hereof shall in no manner affect the right of that party at a later time to enforce such performance. No waiver by any party of the breach of any term, covenant, representation or warranty contained in this Agreement as a condition to such party's obligations hereunder shall release or affect any liability resulting from such breach, and no waiver of any nature, whether by conduct or otherwise, in any one or more instances, shall be deemed to be or be construed as a further or continuing waiver of any such condition or breach or as a waiver of any other condition or of any other term, covenant, representation or warranty of this Agreement.


Termination of Agreement

This Agreement becomes effective for the full period of twelve (12) months as from the date of signature on this Agreement. After that initial twelve months period expires, it will be automatically renewed for a further period also of twelve (12) unless either party then gives written notice to the other party, whereupon: all rights and obligations of the parties hereto shall cease and terminate except as to rights and obligations accrued prior to the date of such termination, including rights and obligations under outstanding import contracts not yet performed.


Choice of Law

This Agreement has been executed in accordance with, and shall be governed by, the laws of Nepal, to the exclusion of the jurisdiction of any other foreign country. It is agreed between the parties that in the event of disputes, the said parties shall accept the decisions of the law-courts of Nepal as final and without appeal either here or abroad.


Notice Requirements

Any notices or communications required hereunder shall be in writing and either delivered personally to Buyer or Agent, or mailed by Registered Mail (mailed notices shall be deemed given when duly mailed), as follows:


If to Agent, to:
GPO 8974 - CPC 552
Kathmandu, Nepal


ATTN: [T h e o]
If to Buyer, to:
___________
___________
___________
ATTN: [ ____________ ]
and/or to such other address as hereafter shall be furnished pursuant to this section.


Entire Agreement

This Agreement is the entire agreement between the parties hereto with respect to the subject matter hereof. The parties make no representations to each other except as are expressly set forth herein. All paragraph headings are for reference only and do not constitute legally enforceable provisions of this agreement.


Other considerations

Neither party shall have any liability whatsoever to the other or be deemed to be in default of this Agreement as a result of any delay or failure in performing its obligations hereunder to the extent that any such delay or failure arises from causes beyond the control of that party including, but not limited to, acts of God, acts or regulations of any governmental or supra-national authority, war or national emergency, accident, fire, riot, strikes, lock-outs, and industrial disputes or such other work stoppages which Characterize Asian countries including Nepal. Nothing in this Agreement shall create a partnership or joint venture between the parties hereto.

Agent shall have the right, in its sole and absolute discretion, to appoint any of the Agent's branches or wholly owned subsidiaries or associated companies, individuals or other parties, to assist Agent in discharging its duties under this Agreement.


Dispute Resolution

Any and all disputes or claims arising hereunder shall be resolved by and in accordance with and governed by the laws of Nepal, applicable to contracts made and to be wholly performed therein without regard to its conflicts of law rules. The parties hereby irrevocably submit to the exclusive jurisdiction of the Courts of Nepal for all actions, suits or proceedings arising in connection with this Agreement, to the exclusion of the jurisdiction of any other laws or legislation outside of Nepal. Consequently, it is agreed between the parties that they shall accept the decision of the nepali courts as final and without appeal in any other court outside of Nepal.


For and on behalf of:
(Buyer)
By:________________
___________________
(Authorized Signature)

(Agent)
By:________________
___________________
(Authorized Signature)



EXHIBIT A
MERCHANDISE BUYING AGENCY AGREEMENT APPLICABLE TO "MADE IN NEPAL" MERCHANDISE/GOODS. THIS LIST WILL DETAIL ALL HANDICRAFTS, ARTS AND CRAFTS, AND OTHER HANDMADE GOODS TO THE EXCLUSION OF ANY INDUSTRIAL/MANUFACTURED GOODS (which are specifically Exempted from this Agreement) WHICH BUYER WISHES TO PURCHASE IN NEPAL THROUGH THE AGENT.



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