WINHA Partnership Agreement for Local
Specialty Product Retail Stores
Party A: Zhongshan
WINHA Electronic Commerce Company Limited
Address: Xxxxx
000, Xxxx Xxxxxx, Xx.0 Xxxxxxxxx Xxx., Xxxxx District, Zhongshan, People’x Xxxxxxxx xx Xxxxx 000000
Tel: x00-000-00000000
Fax: x00-000-00000000
Party B: ____________________
Resident Identity
Card No.: ______________
Mobile: _______________
Tel:
______________________ Fax: ______________________
The retailing of “WINHA local specialty
products” is the business managed by Party A. Prior to signing this agreement, Party A and B confirm that they had comprehensive,
detailed discussions regarding WINHA’s operations, including the marketing and partnership requirements. Party B acknowledges
and accepts the potential risks and benefits associated with entering into this agreement with Party A. After significant review
and analysis, the parties developed and are entering into the following mutually beneficial agreement, as follows:
| 1. | 1.Content of Partnership |
| 1.1 | WINHA’s local specialty products retail stores, along with its online and mobile app stores,
collectively, comprise the WINHA local specialty products shopping platform, which is the business managed by Party A. |
| 1.2 | Party A authorizes Party B to open a WINHA local specialty products retail store in ____________(city),
(province), and sell the products supplied by Party A for a fixed period of mutually agreed upon time, as set forth in
Section 1.3. |
| 1.3 | This agreement shall remain in full force and effect for ______ years, starting (Month/Date/Year) and
ending (Month/Date/Year). |
| 2 | Conditions and Requirements of Partnership |
| 2.1 | Party B must be either a legal business entity or a PRC citizen, and provide the following documents
to Party A before signing this agreement. |
Business
Entity: Business License: (copy) Tax Registration
Certificate (copy)
Individual: Resident
Identity Card (copy)
| 2.2 | Upon signing this agreement, Party B must pay _______RMB in annual operating expenses for the
term of this agreement. |
| 2.3 | Within the partnership period, Party B must pay Party A 3,000 RMB per year as an annual website
management fee. Party B is exempt from a first year management fee, but such fee is due on (Month/Day) each year in all
subsequent years. |
WINHA E-commerce Limited, Zhongshan City
918 Yihe Centre, Xx.0 Xxxxxxxxx Xxx, Xxxxx
Xxxxxxxx, Xxxxxxxxx Xxxx, Xxxxxxxxx
| Tel: (0000) 00000000 |
Fax: (0000) 00000000 |
Website: xxx.XXXXX.xxx |
| 2.4 | Party B shall remit an operating fee to the bank account designated by Party A within five (5)
business days after signing this agreement. In return, Party A shall allow Party B to use the WINHA online shopping platform. Once
service to the platform is granted, Party A will not refund the operating fee to Party B for any reason. |
| 3 | Within forty-five (45) days after signing this agreement, Party B shall provide Party A all required
documents to open a WINHA specialty store, and complete the store opening process (including location selection, decoration, and
purchasing inventory to set up the store). Party A reserves the right to terminate Party B’s partnership with “WINHA
local specialty product retail store” if Party B fails to provide relevant documents or to finish the store opening process
in a timely manner.Duties of Party A |
| 3.1 | This business operation is owned by Party A, and is entirely planned, operated and managed by Party
A. |
| 3.2 | Party A shallconstruct, maintain and periodically update the WINHA online shopping platform and
its mobile app store, to ensure normal operation during the effective period of this agreement. |
| 3.3 | Party A shall provide Party B with a detailed operating, managing, and marketing business proposal
for the WINHA online platform as well as its local specialty retail stores. |
Party A shall support and assist
Party B in selecting store location, decoration, display and marketing. Party A shall assign experienced company staff to provide
Party B with necessary training, guidance and supervision.
| 4.1 | Party B is authorized by Party A to set up its stores and sell products under the name of “WINHA
local specialty product retail store.” |
| 4.2 | Party B is permitted by Party A to access and manage, as relates to the exclusive products it sells,
its online store on the WINHA e-commerce shopping platform. |
| 4.3 | Party B is authorized to use WINHA’s trademark, brand image, management technology and business
model within the geographic region provided by this agreement. Party A retains sole and unilateral discretion to determine matters
related to brand ownership, management and related intellectual property rights, business secrets, and all other business activities. |
| 4.4 | Party B has the right to use WINHA’s membership reward system. |
| 4.5 | Upon signing this agreement and Party A receiving all required fees from Party B, Party B shall
receive 100,000 discretionary membership reward points from WINHA. In addition, for, Party B shall be credited 5% of the spending
of each member registered in Party B’s retail store as commission. |
| 4.6 | Party B has the right to open additional retail stores, on its own or through sub-agents, within
its exclusive geographic area. When such additional retail stores are successfully opened, Party B will receive further WINHA gift
points, awards and commissions. Party B will be responsible for the management of these additional retail locations and their related
online store products. |
WINHA E-commerce Limited, Zhongshan City
918 Yihe Centre, Xx.0 Xxxxxxxxx Xxx, Xxxxx
Xxxxxxxx, Xxxxxxxxx Xxxx, Xxxxxxxxx
| Tel: (0000) 00000000 |
Fax: (0000) 00000000 |
Website: xxx.XXXXX.xxx |
| 4.7 | WINHA authorizes Party B to manage
all such sub-agented retail stores within its exclusive geographic area. Party B will obtain ______% of the price difference between
the sales price of its sub-agented retail store and the supply price from WINHA. |
| 5.1 | Party B must sell high quality, 100% locally-produced specialty products from the area stated in
this agreement. |
| 5.2 | Party B is must organize and purchase high quality, 100% locally-produced specialty products from
the area stated in this agreement. WINHA is responsible to distribute and sell those products throughout the rest of the country. |
| 5.3 | Party B is authorized to sell products from two sources in its WINHA local specialty product retail
store: |
| 5.3.1 | Specialty products from different regions supplied by WINHA |
| 5.3.2 | High quality, 100% locally-produced specialty products from the area stated in this agreement,
which are purchased by Party B. |
| 5.4 | When ordering WINHA-supplied specialty products from other regions from Party A, Party B shall
submit an order list in writing to Party A. Party A shall ship corresponding products in five (5) business days after receiving
the request. If it is delayed, Party A shall inform Party B within eight (8) hours after receiving the list and negotiate an appropriate
shipping time. |
| 5.5 | When ordering Party B-supplied specialty products from a specific region, Party A shall submit
an order list in writing to Party B. After receiving the list, Party B shall ship corresponding products in five (5) business days.
If it is delayed, Party B shall inform Party A within eight (8) hours after receiving the list and negotiate an appropriate shipping
time. |
| 5.6 | The supplying price from Party B shall be lower than the market average supplying price for a given
product. If the supplying factory’s price fluctuates, the supplying party shall notify the other party immediately, and negotiate
a newly agreed upon supplying price. |
| 5.7 | Both parties shall pay off invoices in five (5) business days after products are delivered. If
either party fails to do so, the shipping party has the right to collect 5% of the product’s retail price as an overdue/late
charge. |
| 5.8 | During this agreement’s effective period, the supplying party shall recall any defective
products immediately once any quality problems are discovered, and replace them with satisfactory products, and bear all corresponding
expenses. |
| 6 | Operation and Management of Retail Stores |
| 6.1 | Party B promises to obtain all relevant and required legal, commercial and tax qualifications necessary
under applicable rules, laws and regulations prior to opening a “WINHA local specialty product retail store.” The retail
store operating area shall be no less than ______ square meters. |
WINHA E-commerce Limited, Zhongshan City
918 Yihe Centre, Xx.0 Xxxxxxxxx Xxx, Xxxxx
Xxxxxxxx, Xxxxxxxxx Xxxx, Xxxxxxxxx
| Tel: (0000) 00000000 |
Fax: (0000) 00000000 |
Website: xxx.XXXXX.xxx |
| 6.2 | The location of the retail store will comply with recommendations from Party B. Party B shall bear
full responsibility for the retail store rental expense and related corresponding fees. |
| 6.3 | Party A will provide Party B with a uniform interior and exterior design of the store. Party B
shall take into consideration and implement the decor, and bear the corresponding fees. |
| 6.4 | Party B shall display products according to the recommendations and guidance of Party A. |
| 6.5 | Uponsigning this agreement, Party B shall provide required documents to Party A, and complete the
store opening process (including location selection, decoration, and purchasing inventory to set up the store). If Party B fails
to provide relevant documents or to complete the store opening process, Party A shall have the right to terminate the partnership
with Party B of its “WINHA local specialty product retail store.” |
| 6.6 | Party B shall sell products in its store at the price designated by Party A. The price should also
comply with the corresponding product price listed on the WINHA platform. Party B shall not change the price unless authorized
by Party A. If Party B violates this rule, Party A shall have the right to impose severe penalties on Party B. |
| 6.7 | When selling WINHA’s products, Party B is obligated to provide customers with detailed product
and price information, and to deal with trade disputes, including customer complaints, in a timely manner. |
| 6.8 | When after-sale problems occur on the WINHA online shopping platform or with products sold by Party
B, even if customers initially contact Party B to resolve a matter, Party B shall promptly notify WINHA customer service, and then
expeditiously work to provide customers/clients with satisfactory solutions. |
| 7 | Party B shall operate and manage the franchise store pursuant to guidance from the “WINHA
Local Specialty Products Retail Store Operating Manual.” In the event of extenuating circumstances, and specific adjustment
of business practices are needed, Party B shall first obtain written permission from Party A.7.
Operation and Management of Online Stores |
| 7.1 | After signing this agreement, Party A shall provide Party B with access to the WINHA online store
in seven (7) business days after receiving the project operating fee from Party B. |
| 7.2 | Party B shall provide Party A with specialty product samples and related information within thirty
(30) days after signing thise agreement. Party A will check the product quality and packaging and determine whether the product
originates from where indicated. Party A will also take photopictures of products, write product introductions and post product
details and pricing on Party B’s portion of WINHA’s online store with Party B’s confirmation. If Party B fails
to provide Party A with specialty product samples and related information within fifteen (15) days after the time limit, Party
A is entitled to terminate Party B’s online store operating rights, and not refund any related fees. |
| 7.3 | Party B has the right to use Party A’s professional gift point platformmembership reward
system, including its administrative and support services. Party B is given discretion to provide customers with up to 100,000
membership points Party B shall register 1,000 customers in the point platform systemto the membership system within six (6) month
after Party B’s portion of the online store opens. If Party B fails to achieve this target before the deadline, Party A has
the right to cancel the points provided Party B. |
WINHA E-commerce Limited, Zhongshan City
918 Yihe Centre, Xx.0 Xxxxxxxxx Xxx, Xxxxx
Xxxxxxxx, Xxxxxxxxx Xxxx, Xxxxxxxxx
| Tel: (0000) 00000000 |
Fax: (0000) 00000000 |
Website: xxx.XXXXX.xxx |
| 7.1 | Party B shall ship products in two (2) business days after receiving online orders (the day of
receiving orders shall be considered as the first business day). Party B shall contact buyers promptly if there will be any delay,
and inform them of the reason for the delay and a new delivery time. |
| 7.2 | Party A shall have at least 400 customer service phone lines available to deal with any problems
related to product quality, shipping or logistics which might occur before and after each purchase. |
| 7.3 | If any single product provided by Party A and sold by Party B in its online store receives complaints
from customers more than three times in one month, Party A has the right to require Party B to remove the product immediately.
Party B must not further sell the product unless Party B immediately rectify the product in issue and receive Party A’s approval
to reshelf the product.. |
| 7.4 | Party B promises to sell the same products that are shown on the online store to customers. If
there is any issue regarding product’s quality, packaging, sizing,safety, and/or shipping, Party B shall unconditionally
provide exchange or refund the purchase amount. Party B shall bear any expenses and loss accordingly upon a post-sale review by
Party A. |
| 7.5 | Based on the sales achieved by
Party B, as determined only after customers receive their purchased products supplied by Party B, Party A will remit to Party
B the agreed upon amount to the indicated bank account designated by Party B:_________________. |
| 8.1 | Both parties have the responsibility to keep all client’s information that is obtained by
this agreement confidential. |
| 8.2 | Both parties agree that any Party (information receiver) will keep operating technology or any
information of related Party (information provider) confidential. Any Party shall not disclose any content of confidential information
to any third parties outside of this agreement at any time, unless it has obtained written consent from the information provider.
Information receiver shall not copy the confidential information, unless it has written consent from information provider or it
is a reasonable requirement to implement the obligations of the agreement. |
| 8.3 | The duration of maintaining confidentiality lasts for the period of this agreement plus five (5)
years after the agreement expires. If any information becomes generally known to the public, the confidential obligation as pertains
to that information is terminated. |
| 8.4 | If any Party violates any clause herein, the
breaching party shall pay the non-breaching Party 50,000 RMB for liquidated damages and any economic losses (including but
not limited to attorneys’ fees, investigation charges, and travel expenses). Upon such event, the non-breaching Party
may also terminate this agreement immediately. |
WINHA E-commerce Limited, Zhongshan City
918 Yihe Centre, Xx.0 Xxxxxxxxx Xxx, Xxxxx
Xxxxxxxx, Xxxxxxxxx Xxxx, Xxxxxxxxx
| Tel: (0000) 00000000 |
Fax: (0000) 00000000 |
Website: xxx.XXXXX.xxx |
| 9 | Liability for Breach of Agreement |
| 9.1 | If any Party cannot fulfill its obligations under this agreement, it will be considered in breach
of this agreement. The breaching Party shall be liable for breach of this agreement, and compensate the other Party for any corresponding
economic losses. If obligations under this agreement cannot be fulfilled due to uncontrollable reasons, neither Party bears such
responsibility for failure to fulfill the agreement’s terms. Both parties instead shall endeavor to resolve any issue through
good faith negotiation. |
| 9.2 | If any Party breaches the agreement and causes a negative impact or economic loss on the non-breaching
Party, the other Party may commence legal action against the breaching Party, requesting injunctive relief and economic compensation,
which includes but is not limited to attorneys’ fees, investigation charges, and travel expenses. |
| 10.1 | Any Party under this agreement who would like to modify the content of this agreement shall provide
the other Party with a fifteen-day noticein writing. Any verbal agreement has no binding effect. |
| 10.2 | Any Party shall not terminate the agreement without reasonable grounds. Otherwise, the Party will
take full responsibility for any loss and will compensate the other Party for related damages. The specific compensation amount
shall be negotiated and confirmed by both parties. |
| 10.3 | Any related matters which are not covered by this agreement shall be negotiated in good faith by
both parties and be included in the form of a written addendum. The addendum shall be considered inseparable from this agreement
and shall enjoy the same legal force as the underlying agreement. |
| 10.4 | If obligations under this agreement cannot be fulfilled due to uncontrollable reasons, neither
Party bears responsibility for such failure. This agreement is subject to the relevant national, provincial and municipal ordinance,
laws and regulations. |
| 11.1 | This agreement must be executed in two original copies, and each Party shall receive one original
copy. The agreement takes effect immediately upon the execution of both parties. The term of this agreement is _________
years, commencing from when the agreement takes effect. |
| 11.2 | Any conflicts or disputes related to this agreement and raised by either Party shall be resolved
through good faith negotiations. If it cannot be resolved by such negotiations, either Party may only commence legal action lawsuit
action to the court where Party A resides. |
| 11.3 | Other items: _______________________________________________________________________________ |
WINHA E-commerce Limited, Zhongshan City
918 Yihe Centre, Xx.0 Xxxxxxxxx Xxx, Xxxxx
Xxxxxxxx, Xxxxxxxxx Xxxx, Xxxxxxxxx
| Tel: (0000) 00000000 |
Fax: (0000) 00000000 |
Website: xxx.XXXXX.xxx |
Party A:
Zhongshan WINHA Electronic Commerce Company Limited Party B:
| Representative: |
Representative: |
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| Tel: |
Tel: |
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| Fax: |
Fax: |
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| Date: |
Date: |
WINHA E-commerce Limited, Zhongshan City
918 Yihe Centre, Xx.0 Xxxxxxxxx Xxx, Xxxxx
Xxxxxxxx, Xxxxxxxxx Xxxx, Xxxxxxxxx
| Tel: (0000) 00000000 |
Fax: (0000) 00000000 |
Website: xxx.XXXXX.xxx |
