Tiếng Việt| THE GOVERNMENT | SOCIALIST REPUBLIC OF VIET NAM |
| No. 25-CP | Hanoi , April 25,1996 |
PROMULGATING THE REGULATION ON GOODS SELLING AND BUYING AGENCY
THE GOVERNMENT
Pursuant to the Law on Organization of the Government of September 30, 1992;
At the proposal of the Minister of Trade,
DECREES:
Article 3.- The Minister of Trade shall have to guide the implementation of this Decree.
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ON BEHALF OF THE GOVERNMENT
FOR THE PRIME MINISTER
DEPUTY PRIME MINISTER
Phan Van Khai
REGULATION ON GOODS SELLING AND BUYING AGENCY
(Promulgated together with Decree No.25-CP of April 25, 1996)
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1. Consignor is the party that consigns goods (for a sale agent) or money for the purchase of goods (for a purchase agent) to an agent together with concrete conditions and requirements on the prices, standards, quality...of goods.
2. Agent is the party that receives goods ( for a sale agent) or money for the purchase of goods (for a purchase agent) to be sold or bought in accordance with the consignor’s concrete conditions and requirements on the prices, standards, quality...of goods.
3. Remuneration is the amount of money to which the agent is entitled for the sale or purchase of goods on behalf of the consignor. The remuneration may be a commission or the difference between the consignment and the selling prices; the exact percentage of the remuneration is to be agreed upon by the two parties in the contract.
4. Objects of agency are tangible goods.
5. Purchase agent is the form of agency in which the consignor hands over its money for the purchase of goods, in accordance with the consignor’s requirements and conditions, and for a remuneration agreed upon by the two parties.
6. Sale agent is the form of agency in which the consignor delivers its goods (with the certified trade marks, standards and quality) for sale for a remuneration agreed upon by the two parties.
7. Commission agency is a form in which the agent sells or purchases goods at the selling or buying prices set by the consignor and is entitled to a remuneration in the form of a commission paid by the consignor. The commission shall represent a percentage of the actual selling or buying prices agreed upon by the two parties.
8. Wholesale sale agency or wholesale purchase agency is the form of agency for package sale or purchase of a given quantity of goods at the minimum prices (for a sale agent) or maximum prices (for a purchase agent) set by the consignor. The remuneration to the agent is the difference between the actual selling or purchasing prices and the selling or purchasing prices set by the consignor.
9. Exclusive agent is the sole agent in a given area entrusted by the consignor to conduct the sale or purchase of one or several kinds of its goods.
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General agent is the direct partner of the consignor and shall represent the rights and obligations of its agency network. The agents attached to the general agent shall operate, exercise their rights and perform their obligations directly to the general agent, and through the general agent, exercise their rights and perform obligations to the consignor.
Article 9.- Relations between the consignor and the agent shall be reflected in the agency contract.
The agency contract shall take effect right after its signing, or after a period of time agreed upon by the consignor and the agent.
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Article 10.- The consignor shall have the following rights:
1. To choose, decide the agent, form of agent and sign agency contracts, based on its specific demand and business capability.
2. To set selling or buying prices (depending on the form and objects of agency)
3. To receive escrow deposit or mortgaged property of the agent if so agreed upon in the agency contract.
4. To request the agent to pay money (for a sale agent) or hand over goods (for a purchase agent) according to the agency contract.
5. To inspect and supervise the performance of the contract by the agent.
6. To be entitled to enjoy the legitimate rights and interests brought about by the agency activities in accordance with law.
Article 11.- The consignor shall have to perform the following obligations:
1. To provide guidance and necessary information on trade agency activities, creating favorable conditions for the agent to perform the agency contract.
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3. To be responsible for the standards and quality of delivered goods (for a sale agent) and the standard and quality of the received goods (for a purchase agent) as stated in the agency contract.
4. To pay a remuneration to the agent in accordance with the agreement in the contract.
5. To return to the agent its escrow or morgaged property upon fulfilment of the contract if it is so agreed upon in the contract.
6. To take joint responsibility before law if the agent violates the law due to the consignor�s mistake or if both parties deliberately act against the law.
7. To be subject to the inspection and supervision of competent State agencies and perform all obligations towards the State in accordance with the prescriptions of law.
Article 12.- The agent shall have the following rights:
1. To choose and sign agency contract(s) with one or many consignors, depending on its demand and business capability as well as form of agency.
2. To request the consignor to deliver money or goods in accordance with the contract and retrieve from the consignor its escrow or mortgaged property upon fulfilment of the contract (if any).
3. To request the consignor to provide guidances, information and other related conditions for the performance of the agency contract.
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Article 13.- The agent shall have the following obligations:
1. To purchase or sell goods in accordance with the requirements of the consignor.
2. To strictly observe all commitments in the agency contract with the consignor on the receipt or delivery of money or goods.
3. To hand over the escrow or mortgage to the consignor as agreed upon in the agency contract (if any).
4. To pay the sales (for a sale agent) or hand over goods (for a purchase agent) to the consignor in accordance with the agency contract.
5. To post up at its place of business (head-office, shop) the name, trade mark and logo (if any) of the consignor, names of goods sold or purchased by the agent and the prices thereof as prescribed.
6. To preserve the goods, take responsibility for their volume, standard and quality upon their receipt (for a sale agent) or before delivery (for a purchase agent) as stated in the agency contract.
7. To be subject to the inspection and supervision by the consignor, to observe the regime of reporting on the agency activities to the consignor.
8. To take responsibility before the consignor and law for any contravention of the agency contract or law (if any).
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Article 15.- An agency contract must be made in writing.
Article 16.- An agency contract includes the following main contents:
1. Full names and registered addresses of the parties signing the contract (the agent and the consignor).
2. Goods;
- Names of goods
- Standards and quality
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3. Time schedule, mode and place of goods delivery:
- Time schedule for the delivery of goods to the consignor (for a purchase agent).
- Time schedule for the delivery of goods to the agent (for a sale agent).
- Mode of the delivery or receipt of goods.
- Place of goods delivery (warehouses, work places of the consignor and the agent).
4. Prices:
- The maximum and minimum selling prices (for a sale agent).
- The maximum and minimum buying prices (for a purchase agent).
5. Commission rate and expenses.
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- Payment of the sales as stated in the sale agency contract.
- Payment of the purchase as stated in the purchase agency contract.
- Payment of the commission ( or remuneration) and other expenses.
- Repayment of the escrow and return of the pledged or mortgaged property.
7. The regime of reward, sanction and compensation for damage.
8. The valid time limit of the contract:
- The valid time limit of the contract.
- Date of termination of the contract.
Besides, the two parties may agree on additional contents or provisions, such as guaranty, technical and material support for the agent to organize advertisement and marketing activities..., but not in contravention of law.
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Article 20.- The agency contract shall terminate in the following cases:
1. Upon its expiry:
The parties to the agency contract shall liquidate the contract when it was already performed or its validity duration expired without agreement on extension.
2. By mutual ageement:
The agency contract may terminate before the expiry of its valid time limit if it is so agreed in writting by the two contracting parties.
3. Invalidation of an agency contract:
An agency contract shall be invalidated under current legislation on the invalidation of economic contracts.
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- One party shall be entitled to unilaterally terminate the performance of an agency contract if such performance does not bring it profit. In this case, the party which decides the termination shall have to pay compensation to the other party for damage caused by the termination.
- One party shall be entitled to terminate the performance of the contract if the other party breaches the contract to the extent that there is no alternative. The party that breaches the contract shall have to compensate for damage.
INSPECTION AND HANDLING OF VIOLATIONS
Article 23.- Any party to the sale or purchase agency contract, which acts contrarily to these provisions, thus affecting the market�s situation and harming interests of the State, organizations and citizens shall, depending on the extent of damage, be subject to administrative sanctions or examined for penal liability.
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