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THE
GOVERNMENT
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SOCIALIST
REPUBLIC OF VIET NAM
Independence - Freedom – Happiness
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No.
25-CP
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Hanoi
, April 25,1996
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DECREE
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 1.- To
promulgate together with this Decree the Regulation on Goods Selling and Buying
Agency.
Article 2.- This Decree
takes effect from the date of its signing. The earlier stipulations which are
contrary to this Decree are now annulled.
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)
Chapter I
GENERAL PROVISIONS
Article 1.- This
Regulation shall apply to the activities in goods selling and buing agency of
Vietnamese legal persons and individuals in Vietnam.
Article 2.- Goods
selling and buying agency is a mode of goods selling or purchasing in which the
consignee agent undertakes the sale (or purchase) of goods on behalf of the
consignor for payment.
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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 4.- The
consignor is the owner of goods and money delivered to the agent for the sale
or purchase of goods; it shall exercise its rights and perform its obligations
towards those goods and money in the whole process of the implementation of the
agency contract.
Article 5.- The
consignor and the agent must be legal persons or individuals having already
registered their businesses.
Article 6.- The objects
of the purchase or sale agency must be goods which both the consignor and the
agent are allowed to trade in. Agency activities must be conducted in
accordance with the regulation on goods for conditional businesses on domestic
markets.
Article 7.- The
settlement between the consignor and the agent regarding goods, money and
remuneration shall be conducted phase by phase, corresponding to the moment when
the agent completes selling or purchasing a volume of goods, or in accordance
with a specific mode of settlement agreed upon by the two parties in the agency
contract.
Article 8.- The
consignor and the agent may agree on the mortgage and escrow by the agent for
the consignor if it deems necessary.
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.
Chapter II
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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 14.- In
addition to the provisions on their rights and obligations prescribed in
Articles 10, 11, 12 and 13, Chapter II, the agent and the consignor may agree
and make additional commitment concerning other rights and obligations not
contrary to the current law.
Chapter III
AGENCY CONTRACT
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 18.- A party to
an agency contract may transfer its contractual rights and obligations to the
third party if it is so agreed by the other party.
Article 19.- The
parties shall have the responsibility to strictly and fully observe the
commitments stated in the contract. Any party which breaches the contract shall
be held responsible for the material losses caused by its failure to perform or
wrong performance of the contract. Unless otherwise stated in the agency
contract, the sanction against breaches of contract and compensation for damage
shall abide by the current law.
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.
Chapter IV
INSPECTION AND HANDLING
OF VIOLATIONS
Article 21.- The
competent State agencies in charge of the State management of trade shall have
the right to inspect and supervise the parties in their agency activities (with
regard to legal procedures, business licenses, goods quality...) so as to
discover and handle in time violations of law.
Article 22.- Each party
involved in agency activities shall take responsibility before the other party
and before law for all its activities and commitments in the contract.
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.
Chapter V
IMPLEMENTATION PROVISIONS
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Article 25.- The
Minister of Trade shall have to guide, organize and supervise the
implementation of this Regulation.
Article 26.- The
Ministers, the Heads of the ministerial-level agencies, the Heads of the
agencies attached to the Government, the Presidents of the People’s
Committees of the provinces and cities directly under the Central Government,
and organizations, individuals involved in agency activities shall have to
implement this Regulation.