爱华网Letter 46
SizeTickets
DearSirs,
Amsending today by Federal Express outer carton labels and pricetickets for this order.
Regarding SIZE TICKETS, I am also sending a K-Mart labelingrequirement manual which shows all information required forproduction of these SIZE TICKETS. I also faxed you the relevantpages from this manual regarding the SIZE TICKETS when I faxed theorder.
Unfortunately, we cannot supply you with the SIZE TICKETS.However, you can either source them yourselves using thespecifications noted in the labeling manual or contact the SouthPacific Company and just ask them which supplier they use for theseSIZE TICKETS. I know they won’t orderthem for you, but they may be able to give you the name of theirsupplier so that you can order from this supplier aswell.
Please let us know you go.
Kindrgds.
Letter 47
Asking for Compensation
Gentlemen:
Re:Our Order No.642
20cases of Brother Sewing Machines shipped by S.S.“Goddess” arrivedhere yesterday. We had the cases opened and the contents examinedby a local insurance surveyor in the presence of the shippingcompany’s agents. Butmuch to our regret we have to inform you that four sewing machinesin two cases of them were badly damaged. Obviously, the damage wascaused by rough handling during transit.
Weenclose the surveyor’s reportand the shipping agent’sstatement. As our order was placed on a CIF basis and you effectedthe insurance, we should be grateful if you would submit theinsurance claim for us with the insurers. We expect to becompensated for the loss sustained in due course.
Wehope no difficulty will arise in connection with the insuranceclaim and thank you in advance for your trouble on ourbehalf.
Yours faithfully,
Letter 48
Complain about Late Delivery
DearSirs,
Weregret to have to complain about late delivery of the filingcabinets ordered on 2nd July. We did not receive them until thismorning though you had guaranteed delivery within a week. It was onthis understanding that we placed the order.
Unfortunately, there have been similar delays on severalprevious occasions and their increasing frequency in recent monthscompels us to say that business between us cannot be continuedunder conditions such as these.
Wehave felt it necessary to make our feelings known since we cannotgive reliable delivery date to our customers unless we can count onundertakings given by our suppliers. We hope you will understandhow we are placed and that from now on we can rely upon punctualcompletion of our orders.
Yours faithfully,
Letter 49
Complaint of Order Cancellation
DearSirs,
Weare in receipt of your letter dated November 18, requestingcancellation of your order No.321 for textiles. We cannot see ourway, however, to comply with your request for the followingreasons:
1. Indirect overseas trade of this nature, any changes in import dutiesare considered to be the importers’ risk, notthe exporters’. We,therefore, are in no way to be held responsible for therevision.
2. It does not seem very reasonable foryou to say, after you have committed yourselves by placing adefinite order with us, that there is no advantage in importing ourtextiles. In your eagerness to secure profits, we fear, you havefailed to give due consideration to the sellers’ standpoint.
3. As you will understand, we had to signa firm contract with the manufacturers immediately upon receipt ofyour order. Now, all orders, including your own, have already beenmade up and are awaiting dispatch, so that we have to hold you toyour contract regardless of the circumstances in yourcountry.
Wealways dislike refusing requests of any kind from regularcustomers, but regret we have no choice but to do so. Should yourefuse to proceed with your order, we reserve the right to claimcompensation from you the loss we shall suffer in disposing of thegoods elsewhere.
Yours faithfully,
Letter 50
Complaint about Short Delivery
DearSirs,
Re:Our order No.123
Weduly received the documents and took delivery of the goods onarrival of s/s “Prince” at Hamburg.
Wethank you for your prompt execution of this order. Everythingappears to be correct and in good condition except in caseNo.3.
Unfortunately when we opened this case we found that thegoods were short by 5 units. We have, as you know, demanded theseitems very urgently as we have only a few stocks.
Thisis the first time in all our transactions with you that somemistake has occurred, and we hope you will do your utmost to remedyit. We ask you, therefore, to ship the five typewriters by airimmediately on receipt of this letter.
Yours faithfully,
Letter 51
AClaim for Short-weight and Inferior Quality
DearSirs,
Wehave received the goods of our Order No.P2001, which you shipped byS.S. “Morning Star”.
Fromthe Survey Report issued by the Commodity Inspection Bureau hereyou will see that there is a shortage of 868 kilos. As the packingremains intact, it is beyond doubt that the shortage occurred priorto shipment. Meanwhile the goods are much inferior to the samplesyou submitted to us before. Under the circumstances, we have tolodge claims with you as follows.
ClaimNumberClaimforAmount
GM-30ShortweightUSD 1120.85
GM-40QualityUSD 1028.60
Plus survey charges USD 60
TotalAmountUSD 2209.45
Enclosed please find one copy each of Survey ReportsNo.3018 and No. 3028 together with our Statement of Claims. We hopeyou will give the matter your most favorable consideration andsettle the claims as soon as possible.
Yours sincerely,
Letter 52
Lodging a Claim for Damaged Goods
DearSirs,
Wehave received your shipment covering our order No. 1121 for 200units of electric heater, which you shipped by M/S“President”, butmuch to our regret we have to inform you that we have found thatone of the cases of your consignment is in a badly damagedcondition. Among the goods, the panels of 20 heaters were brokenand the mechanisms were exposed. It looks as if some heavy cargohad fallen on it.
Asyou see in our survey report stating twenty sets of heatersseverely damaged, these goods are quite unsaleable. Therefore wewould ask you to ship replacements for the broken goods as soon aspossible while we will register our claim with the insurancecompany. We hope the matter will come to your bestattention.
Yours faithfully,
Letter 53
Lackof Short-landed Memo
DearSirs,
Wethank you for your letter of August 10, 2000 with the documentsenclosed.
Afterfurther examination of the file, we note that although the SurveyReport mentions 10 packages short-landed, this loss is not showneither in the Warehouse Delivery Tally No.9645 or Warehouse ReceiptNo.3198. Both of the documents instead confirm that the wholeconsignment of 120 packages was delivered. Therefore, we do notagree to pay this portion of loss.
Please revise your Debit Note with reduction of the valueof the 10 packages alleged to have been short-landed and completethe Receipt and Subrogation form in duplicate annexed herewith.Upon receipt of the same, we shall arrange our remittance in duecourse.
Sincerely Yours,
Letter 54
Referring a Client to the Insurance Company
for Compensation
DearSirs,
Re:10,000M/T Rock Phosphate under Contract No.227.
Wehave received your letter of March 5, lodging a claim with us forshort weight of 50 metric tons on Rock Phosphateshipment.
Whilewe regret this unfortunate incident, we must point out that the10,000 metric tons of Rock Phosphate underwent physical weighing bythe independent surveyors and the superintendent of shippingcompany at our end. Both of them certified the actual weight to be10,000 metric tons, which was confirmed by thesurveyor’s Weight Memo and the shippingcompany’s Bill ofLading.
Undersuch circumstances, we have reason to believe that the shortage isdue to natural loss during transit, for which the responsibilityentirely rests with the insurance company. As this consignment hasbeen covered against All Risks, please file your claim againstinsurance company’s agentsat your end.
Yours faithfully,
Letter 55
Proposal for Settlement of a Claim
Gentlemen:
Wethank you for your letter dated September 6, with the enclosure ofSurvey Report No. F5986.
Youclaim that the quality of the goods shipped per S.S.“East Wind” isinferior to the original sample and request us to make a 10%reduction on the contract price. This does not appear to us to bereasonable, as we sent you an advance sample prior to shipment, andnot hearing from you to the contrary, presumed it to be acceptableto you. Meanwhile, this is a quality we have sold for years withoutreceiving any complaints from other customers. It is made in ourown mills, and the source of raw materials has not beenchanged.
However, considering our long-standing business relationsand since the goods were examined by a Public Surveyor uponarrival, we will meet you halfway by offering a discount of5%.
Wehope that our proposal will be entertained by you for thesettlement of the pending case so that we may continue doingbusiness with you shortly.
Welook forward to your early reply.
Yours faithfully,
Letter 56
Recommending a Joint Arbitrator
DearSirs,
Weare surprised to note from your letter of the 5th June that you arenot prepared to consider our offer of a 15 per cent discount tocompensate you for the defects in the goods supplied in executionof your order No.93/30 of the 1st June.
Though we consider our offer adequate, and even generous,we are prepared to admit that our views may not be justified by thefact. At the same time we regard with disfavor your threat toresort to litigation, and we suggest that the dispute could besettled just as effectively and far more economically byarbitration.
Wewould recommend on the grounds of economy a joint arbitrator, butshould you prefer to have one appointed by each of us, and a thirdcalled in with a casting vote in the event of disagreement, weshould be prepared to fall in with your wishes.
Yours faithfully,
Letter 57
Letter in Response to the Complaint about
Trially-made Goods
DearSirs,
Youwere right to let us know about the unsatisfactory quality youfound when your goods were put into the market. Your complaint isperfectly understandable; however we hope you will also see ourviewpoint.
Youasked us to alter our specifications to your need, and we informedyou repeatedly that the change demanded a substantial revolution onour production system and it was beyond our technicalstandard.
However at your request we reluctantly had to manufacturethe goods neglecting the level of our technique. We apologize forfailing to perfect the goods you required but we will do our utmostto make you satisfied with our improved product in the nearfuture.
Sincerely yours,
Letter 58
Apologizing for Mixture of Other Goods
DearSirs,
Weare really sorry for your complaint that your goods have been mixedup with others. We have made the most searching inquires but theonly explanation we could find was that the labels had beenconfused. How this error failed to be found out by our checkingsystem is beyond our understanding.
Wehasten to offer our sincere apologies for this mistake which is allthe more unfortunate as we were so pleased that you had given ourgoods such splendid admiration. It goes without saying that 20 setswere on their way to New York within a week on receipt of yourletter and we hope that they will reach you in time to meet theanticipated demand for this article.
Tocompensate you to a certain extent for the trouble we have causedyou, we will grant you a special discount of 1% for your next orderwithin the amount of USD100, 000.
Yours faithfully,
Letter 59
Letter in Response to the Claim of
Discrepancy of Goods
DearSirs,
Wehave read carefully your letter of complaint on the discrepancy ofthe goods with the original sample. Apparently this was caused bythe oversight of our production department. Please accept ourapologies for your inconvenience.
Weare sending you a new lot by air at once, and would ask you toreturn the faulty goods at your convenience with freight forward.Or you may keep them for sale at a reduced price of 30%discount.
Youare perfectly correct in saying that packing and insurance arenormally less for air cargo. However we remind you that yourrequest to send the goods by air was made at very short notice. Itwas impossible for us to use the lighter air freight packingmaterials. Furthermore, our insurance is on an open policy, anddepends on the value of the goods, not the method oftransportation.
Welook forward to receiving your remittance when due.
Yours faithfully,
Letter 60
Giving a Claim Exgratia Consideration
DearSirs,
Yoursuppliers Jiangsu Overseas Trading Corp, have passed for ourconsideration the claim files on Policy No. AC. 1285.
Afterexaming the documents, we agree with our agents that according tothe situations as stated in the relative survey report the claim isactually not payable by us. Apart from the fact that the waterdamage does not seem to have occurred within the currency of ourinsurance, it is noted that the damage was finally ascertainedafter the shipments left the insured final destination named in therelative policy, i. e. , Sydney and after lapse of certain lengthof time which would certainly leave the existing damage toaggravate.
Nowthat, your suppliers have requested us to give the claim exgratiaconsideration, we would suggest that you retire the claim from ouragents and send us the original claim documents. Nevertheless, wewould make it clear that, as things stand, our offer would be lessthan 50% of the damage claimed. As to the exact amount paid for theclaim it will be pinned down after the concerned documents areexamined.
Sincerely yours,
Letter 61
Acceptance of a Claim
DearSirs,
Re:Contract No. FX-261-Chemical Fertilizer
Wethank you for your letter of May 4, with enclosures, claiming forshortage in weight and inferior quality on the consignment of thechemical fertilizer shipped per S/S “RedStar”.
Onexamination we found that some 50 bags had not been packed in 5-plystrong paper as stipulated in the contract, resulting in breakageduring transit. However, the quality of the consignment was up tostandard. We really cannot account for the reason of your complaintin regard to quality. But since the chemical fertilizer wasexamined by a public surveyor upon arrival at Shanghai and in viewof our long-standing business relations, we cannot but accept yourclaims as tendered.
Wetherefore enclose our check No. 1485 for USD 20,073.00 in full andfinal settlement of your claims PBC-51 and 52. Kindly acknowledgereceipt at your convenience.
Weapologize sincerely for the trouble caused to you, and will takeall possible steps to ensure that such a mistake is not madeagain.
Yours faithfully,
Letter 62
Asking to Be an Agent
DearSirs,
Welearn that you are looking for a reliable sales organization withgood connections in the furniture trade to represent you. We arewriting to ask to be your agent.
Having had experience in the trade for 15 years, we arefamiliar with customers’need and are confident that wecould develop a good market in our country. Our sophisticatedmarketing facilities and the wide connections we possess in thetrade should enable us to work up a satisfactory business withyou.
As toour financial standing or other information concerning us, we referyou to the Trust and Investment Bank.
Wehope to hear favorably from you and know on what terms you would bewilling to conclude an agency agreement with us.
Yours faithfully,
Letter 63
Offering to Be Textiles Agent
DearSirs,
Wewould like to offer our services as agents for the sale of yourproducts in Australia.
Ourcompany was established in 1926 and we are known throughout thetrade as agents of the highest Standing. We are already representedin several West European countries, including France, Germany andItaly.
Thereis a growing demand in Australia for British textiles, especiallyfor fancy worsted suiting and printed cotton and nylon fabrics. Theprospects for good quality fabrics at competitive prices are verygood, and according to a recent Chamber of Commerce survey thedemand for British textiles is likely to grow considerably duringthe next 2 or 3 years.
Ifyou would send us details of your ranges, with samples and prices,we could inform you of their suitability for the Australian market,and also indicate the patterns and qualities for which sales arelikely to be good. We would then arrange to call on our customerswith your collection.
Youwill naturally wish to have references and may write to BarclaysBank Ltd, 99 Piccadilly, Manchester, or to any of our customers,whose names we will be glad to send you.
Wefeel sure we should have no difficulty in arranging terms to suitus both. And look forward to hearing from you soon.
Yours faithfully,
Letter 64
Offering to Be Del Credere Agent
DearSirs,
Thedemand for toiletries in the United Arab Emirates has shown amarked increase in recent years. We are convinced that there is aconsiderable market here for your products.
Thereis every sign that an advertising campaign, even on a modest scale,would produce very good results if it were backed by an efficientsystem of distribution.
Weare well-know distributors of over 15 years’ standing,with branches in most of the principal towns. With knowledge of thelocal conditions, we feel we have the experience and the resourcesnecessary to bring about a market development of your trade in thiscountry. Reference to the Embassy of the United Arab Emirates andto Middle East Services and Sales Limited would enable you toverify our statement.
Ifyou were to appoint us as your agents, we should be prepared todiscuss the rate of commission. However, as the early work ondevelopment would be heavy, we feel that 10 per cent on ordersplaced during the first 12 months would be a reasonable figure. Asthe market would be new to you and customers largely unknown, wewould be quite willing to act on a del credere basis in return foran extra commission of 2 1/2 per cent to cover the additionalrisk.
Wehope you will see a worthwhile opportunity in our proposal, andthat we may look forward to your early decision.
Yours faithfully,
Letter 65
Replyto Del Credere Agency Application
DearSirs,
Weare interested in your proposals of 8 July but, though favorablyimpressed by your views, are concerned that even a modestadvertising campaign may not be worthwhile, we therefore suggestthat we first test the market by sending you a representativeselection of our products for sale on our account.
Inthe absence of advertising we realize that you would not have aneasy task, but the experience gained would provide a valuable guideto future prospects. If the arrangement was successful we wouldconsider your suggestion for a continuing agency.
Meanwhile, if you are willing to receive a trialconsignment, we will allow commission at 12 1/2 per cent, with anadditional 2 1/2 per cent del credere commission, commission andexpenses to be sent against your monthly payments.
Please let us know as soon as possible if this arrangementis satisfactory to you.
Yours sincerely,
Letter 66
Inquiry about Agency Applicant’sConditions
DearSirs,
Wethank you for your letter of July 18, in which you proposed to sellour products on sole agency basis.
Weare deeply impressed by your kindness in submitting this proposalto us, and your application is now under our careful consideration.However, before going further into this arrangement we would liketo know your market consumption, the definite quantities yourequire quarterly or annually, your plan to push the sales of ourproducts, licencing position at your end, your bank references,etc.
Lastbut not least, the whole matter hinges upon the question of amountof commission you would require on orders obtained and executed.And as your Mr. John Smith intends visiting London in October, weshall be pleased to discuss the possibility of coming to anagreement with him personally.
Weare looking forward to your early reply and awaiting Mr. JohnSmith’s call.
Sincerely yours,
Letter 67
MainTerms in an Agency Agreement (I)
DearSirs,
Re :Agency Agreement
Weare pleased to learn that you have offered to act as our sole agentfor marketing our footwears in the U.S.A. After a careful review ofour business relations and your past efforts in pushing the salesof our products, we have decided to entrust you with the exclusiveagency for our footwears in your country. We set out below the mainterms to be covered in the Agency Agreement and should like you toconfirm them before drafting the formal agreement.
1.The agency to be a sole agency for marketing our footwears in theU.S.A.
2. Nosales of competing products to be made in the U.S.A., either onyour account or on account of any other firm or company.
3.All customers’ orders to be transmitted to us immediatelyfor prompt supply.
4.All goods supplied to be invoiced by us direct to customers, withcopies to you.
(tobe continued)
Letter 68
MainTerms in an Agency Agreement (II)
5. Acommission of 5% based on FOB values of all goods shipped to theU.S.A., whether on order placed through you or not, payable at theend of each quarterly period.
6. Aspecial del credere commission of 2.5% to be added.
7.Credit terms not to be given or promised to any customer withoutour express content.
8.Customers to settle their accounts with us direct, and we to sendyou a statement at the end of each month of all payments receivedby us.
9.The agency to operate as from 1st January next for a period oneyear, automatically renewable on expiration for a similar periodunless notice is given to the contrary.
10.All questions of difference arising under our agreement to besolved through consultation or to be referred to arbitration ifnecessary.
Wewill then arrange for a formal agreement to be drafted and copiessent for your signature.
Yours faithfully,
Letter 69
Principal’sComplaint of Agent’sWork
DearSirs,
Wenote with regret that your sales on our account have fallenconsiderably during the past few months.
Atfirst, we thought this might be due to the slack season in yourcountry, but on looking into the matter more closely, we find thegeneral trend during this period has been upwards.
It isof course possible that you are facing difficulties of which we arenot aware. If so, we should like to know of them since it is alwayspossible for us to take measures that would help. We therefore lookforward to receiving from you a detailed report on the situationand also any suggestions of ways in which you feel we may be ofsome help in restoring our sales to at least their formerlevel.
Yours faithfully,
Letter 70
Agent’s Complaint of SlowDelivery
DearSirs,
Weenclose our statement of sales made on your account during May andof commission and expense payable, and if you will confirm ourfigures, we will credit you with the amount due.
Thesesales are most disappointing, but this is due entirely to latearrival of the goods we ordered from you last February. Not havingreceived the goods by mid-April we faxed you on the 17th, but foundon enquiry that the goods were not shipped until the 26th April andconsequently did not reach us until the 22nd May.
Thisdelay in delivery is most unfortunate as the local agents ofseveral of our competitors have been particularly active during thepast few weeks and have taken a good deal of the trade that woulddoubtless have come our way had the goods been here. What is moredisturbing is that these rival firms have now gained a footing in amarket which, until now, has been largely our own.
Wehave reminded you on a previous occasion of the competition fromTaiwan manufacturers, whose low prices and quick deliveries arehaving a striking effect on local buyers. If therefore you wish tokeep your hold on this market, prompt delivery of orders we placewith you is essential.
Yours faithfully,
Letter 71
Appointment of Agency (I)
DearSirs,
Wehave received your letter of January 24 and favorably impressedwith your proposal for an agency agreement between us. In view ofyour excellent performance in pushing the sales of our manufacturesand the satisfactory business records, we have decided to appointyou as our sole agent for our Panda Brand Recorders in theterritory of Iran.
Wehave draw up a draft sole agency agreement in which the terms andconditions are set forth in details. Please examine it and tell usif they meet with your approval.
Wehope the establishment of agency will further expand the businessto our mutual benefit.
Yours faithfully,
Letter 72
Appointment of Agency (II)
DearSirs,
Itwas a pleasure to meet you yesterday, subsequent to my letter of 17September.
Weare now pleased to offer you an appointment as our sole agents forFrance on the terms and conditions agreed verbally withyou.
Thisappointment will be for a trial period of 12 months and we will payyou a commission of 7% on the net value of all sales against ordersreceived through you ,to which would be added a del crederecommission of 2.5%.
As weare able to facilitate quick delivery there will be no need for youto maintain stocks of our goods, but we will send you full rangesof samples for display in your showrooms.
Please confirm these terms in writing as soon as possible,after which we will arrange for a formal agreement to be drawn up.When this is signed, a circular will be prepared for distributionto our customers in France announcing your appointment as ouragents.
Welook forward to a successful business relationship.
Yours faithfully,
Letter 73
Refusal to Agency Application
Gentlemen:
Weare in receipt of your letter dated February 11, recommendingyourselves to be our agent in Finland.
Whilewe appreciate your offering, we have to say frankly that it wouldbe premature to commit ourselves at this stage when the record oftransactions shows only a moderate volume of business.
Please do not misinterpret the aboveremarks, which in no way implies dissatisfactionon our part. As a matter of fact, we are quite satisfied with theway you handle our business and the amount of business you havebrought us. However, we are of the opinion that a bigger turnovermust be reached to justify establishing the agency.
Inview of the above, we deem it advisable to postpone the matteruntil your future sales warrant such a step. We hope our views willbe shared by you and we will make joint efforts to enhance ourhappy working relationship.
Yours sincerely,
Letter 74
Specimen Agency Agreement (I)
1.The Principal appoints the Agent as and from the first day ofJanuary, 2001 to be its sole Agent in Finland ( hereinaftercalled “the area”)for the sale of Printed Cotton manufactured by thePrincipal and such other goods and merchandise (all of which arehereinafter referred to as “the goods”) asmay hereafter be mutually agreed between them.
2.The Agent will during the term of 2 years (and thereafter untildetermined by either party giving three months’ previousnotice in writing) diligently and faithfully serve the Principal asits Agent and will endeavor to extend the sale of the goods of thePrincipal within the area and will not do anything that may preventsuch sale or interfere with the development of thePrincipal’s trade in thearea.
3.The Principal will from time to time furnish the Agent with astatement of the minimum prices at which the goods are respectivelyto be sold and the Agent shall not sell below such minimum pricebut shall endeavor in each case to obtain the best priceobtainable.
4.The Agent shall not sell any of the goods to any person, company,or firm residing outside the area, nor shall he knowingly sell anyof the goods to any person, company, or firm residing within thearea with a view to their exportation to any other country or areawithout the consent in writing of the Principal.
(tobe continued)
Letter 75
Specimen Agency Agreement (II)
5.The Agent shall not during the continuance of the Agency herebyconstituted sell goods of a similar class or such as would or mightcompete or interfere with the sale of thePrincipal’s goods either on his own account or on behalf ofany other person, company, or firm whomsoever.
6.Upon receipt by the Agent of any order for the goods the Agent willimmediately transmit such orders to the Principal who (if suchorder is accepted by the Principal) will execute the same bysupplying the goods direct to the Customer.
7.Upon the execution of any such order the Principal shall forward tothe Agent a duplicate copy of the invoice sent with the goods tothe customer and in like manner shall from time to time inform theAgent when payment is made by the customer to thePrincipal.
8.The Agent shall duly keep an account of all orders obtained by himand shall every three months send in a copy of such account to thePrincipal.
9.The principal shall allow the Agent the following commissions(based on F.O.B. United Kingdom values) in respect of all ordersobtained direct by the Agent in the area which have been acceptedand executed by the Principal. The said commission shall be payableevery three months on the amounts actually received by thePrincipal from the customers.
(tobe continued)
Letter 76
Specimen Agency Agreement (III)
10.The Agent shall be entitled to commission on the terms andconditions mentioned in the last preceding clause on all exportorders to Finland for the goods received by the Principal from theAgent. Export orders in this clause mentioned shall not includeorders for the goods received by the Principals from and solddelivered to customers’principal place of businessoutside the area although such goods may subsequently be exportedby such customers into the area, excepting where there isconclusive evidence that such orders which may actually betransmitted via the Head Office in England are resultant from workdone by the Agent with the customers.
11.Should any dispute arise as to the amount of commission payable bythe Principal to the Agent the same shall be settled by the Agentfor the time being of the Principal whose certificate shall befinal and binding on both the Principal and the Agent.
12.The Agent shall not in any way pledge the credit of thePrincipal.
13.The Agent shall not give any warranty in respect of the goodswithout the authority in writing of the Principal.
(tobe continued)
Letter 77
Specimen Agency Agreement (IV)
14.The Agent shall not without the authority of the Principal collectany money from customers.
15.The Agent shall not give credit to or deal with any person, companyor firm which the Principal shall from time to time direct him notto give credit to or deal with.
16.The Principal shall have the right to refuse to execute or acceptany order obtained by the Agent or any part thereof and the Agentshall not be entitled to any commission in respect of any suchrefused order or part thereof so refused.
17.All questions of difference whatsoever which may at any timehereafter arise between the parties hereto or their respectiverepresentatives touching these presents or the subject matterthereof or arising out of or in relation thereto respectively andwhether as to construction or otherwise shall be referred toarbitration in England in accordance with the provision of theArbitration Act 1950 or any re-enactment of statutory modificationthereof for the time being in force.
18.This agreement shall in all respects be interpreted in accordancewith the Laws of England.
Letter 78
Looking for Partners for Joint Ventures
DearSirs,
Youare probably aware that we are one of the largest manufacture andexporters of chemical fertilizers in Japan, having over 35years’ experience in this line of business. We havefactories producing chemical fertilizers in practically all theindustrial cities in our country.
Weare pleased to learn of the announcement made by your governmentthat China continues to encourage equity joint ventures withforeign firms. We take this opportunity to approach you in the hopethat you will introduce us to any Chinese partners interested informing joint ventures with us in producing chemical fertilizers inChina.
Weare aware that joint venture involves complicated legal proceduresas well as arrangements relating to percentage of contributions,distribution of dividends and management, etc. of which we shouldlike to have full particulars from you at your earliest convenienceso that we may go further into the matter and come to an agreementin the near future.
Wehope our interest in joint venture will help promoteChina’s modernization in chemical industry. We awaityour early reply.
Sincerely yours,
Letter 79
Inquiry about Conditions for Joint Ventures
DearSirs,
Weare in receipt of your letter of October 20 expressing yourinterest in joint venture in manufacturing chemical fertilizers andrequesting us to introduce to you Chinese partners who may beinterested.
Wehave immediately contacted some of the potential Chinese partners,who state that they welcome your participation but first of allwould like to know the approximate amount of your investment and inwhat form your contribution will be, i.e. in cash, capital goods ortechnology. They would also like to know if you agree to theproject site being in a city other than the cities yousuggested.
OurJoint Venture Law places no upper limit on the share of theregistered capital of a joint venture contributed by a foreigneralthough generally speaking the minimum amount acceptable will notbe less than 25%. The profits, risks and losses of a joint ventureshall be shared by the parties to the venture in proportion totheir contribution to the registered capital.
It isadvisable to state that according to China’s JointVenture Law, once a joint venture has been concluded, thecontracting parties will have to apply to the concerned governmentauthorities for authorization of the agreement of contract signedbetween the parties to the venture. When authorized, the jointventure shall register with the Administration for Industry andCommerce of our government and start operation underlicence.
Weshould appreciate your early reply to the questions enumeratedabove.
Yours faithfully,
Letter 80
Stating Particulars for the Proposed JointVenture
DearSirs,
Please accept our thanks for your prompt response to ourletter dated October 20 regarding joint venture.
Wewish to state that the amount of our investment will be around 1 to1.5 million U.S. Dollars, partly in the form of cash and partly incapital goods. As to the projects site, we prefer Nanjing to othercities in China because Nanjing offers better conditions fortechnology, transportation, communication and banking. This citywill be especially suitable for exporting chemical fertilizersafter the factory in question is completed and starts production.In case our choice Nanjing as the projects site is not acceptableto your Authorities, we have no alternative but to choose Suzhou orWuxi as a substitute.
Wewish to add that the equipment we are going to supply is up-to-dateby world standards. We believe that we are entitled to a TaxHoliday for a certain period. It is understood that the net profitearned by the proposed factory is allowed to be remitted inconvertible currency.
Asjoint venture involves complicated procedures, especially in thelegal aspects, we should appreciate your furnishing us with moreconcrete details so as to enable us to proceed with the matterfurther.
If,however, you think a face-to-face discussion will help clarify andsettle any questions existing between us, We are prepared to sendour Assistant Manager, Mr. Tanakaki, and two experts to China tocall on you in person, so that problems can be settled on the spot,and an agreement can be reached at an early date.
Weawait with keen interest your comments and sincerely hope that ourproposed talk will yield fruitful result to our mutualadvantage.
Yours faithfully,
Letter 81
Arranging Face-to-Face Talk on Joint Venture
DearSirs,
Wethank you for your letter of October 28 in which you proposed tosend your Assistant Manager and experts to Nanjing to have aface-to-face talk with us on the subject of jointventure.
Wehave informed the prospective Chinese partners of your intentionand they have told us that they welcome your personnel to Nanjingfor talks on the matter.
Inorder to enable you to have a clear understanding ofChina’s Joint Venture Law, we take pleasure in enclosinga copy of the Law together with a reference copy of the jointventure agreement for your perusal. Please go through thesedocuments to see whether there are any questions you wish to ask atthe time of negotiation in person. Other concerned laws andregulations enacted by the Chinese government will be handed toyour representatives when they are here.
Please let us know when your manager will come toNanjing.
Yours faithfully,
Letter 82
Proposal for a Wholesale Joint Venture
DearSirs,
Earlier this year we were very pleased to have you with usin Melbourne, and discuss ways and means of developing the piecegoods business.
Amongother items we proposed entering the wholesale business as a meansof expanding exports and were pleased to learn recently from youroffice that your Corporation is willing to consider joining handswith us in such a venture.
Wetherefore take this opportunity to send you herewith a memorandumon the subject as enclosed. It is merely a broad outline intendedas a starting point for more detailed discussions betweenus.
Ourmanager and I would be pleased to visit Beijing, say from the 2ndto the 5th February, to discuss matters in detail with officialsfrom your head office. If the suggested timing of our visit is notsuitable, we shall be glad to change it to a more convenienttime.
Wehope that our detailed discussions in Beijing will result in thesigning of a provisional agreement during our visit.
Welook forward to your comments.
Yours sincerely,
Encl:Memorandum
Letter 83
Memorandum on Wholesale Joint Venture (I)
WHOLESALE JOINT VENTURE IN AUSTRALIA BETWEEN PANDA CORP.AND COLLINS PTY. LTD.
Witha view to expanding Chinese TV sets exports to Australia, Collins (hereinafter referred to as Party A ) and Panda Corp. ( hereinafterreferred to as Party B ) have agreed to set up a joint venturecompany in Australia, with Collins holding 70% of the shares andPanda Corp. 30%. The joint venture company will be the dedicatedwholesaler of Chinese TV sets in the Australian market.
1.Business Activities
Thejoint venture company will operate as importers and wholesalers ofTV sets and other electric appliances from thePeople’s Republic of China.
2.Structure of Joint Venture Company
ShareholdingAuthorized capital
Collins70%AUD 700,000
PandaCorp30%AUD 300,000
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Letter 84
Memorandum on Wholesale Joint Venture (II)
3.Name and Registration of Company.
Name: Collins Panda PTY. LTD.
Registration: To be registered in thestate of Victoria, Australia.
Commencement date suggested: 1 January2001.
4.Directors
The Board of Directors will bestructured according to share holding –3directors to be appointed by Party A and 2 by party B. It issuggested that the board have a rotating HonoraryChairman.
5.General Business laws
The joint venture company will functionin Australia according to the laws set down by Federal and StateGovernments for taxation and general business.
6.Validity
This agreement will be valid for ten (10)years to be renewed six (6) months prior to its expiry. If at anytime Parties A or B consider it necessary and in the best interestsof the company to sever this agreement they shall do so.
Letter 85
Replyto Memorandum on Wholesale Joint Venture
DearSirs,
Wewere very pleased to receive your letter of October 12 and theenclosed memorandum with detailed proposals on thesubject.
Wehave studied your memorandum carefully and would like to respond toyour proposals as follows:
1.The memorandum is generally acceptable and may serve as a basis forfurther discussions.
2. Wesuggest the inclusion of two more clauses:
1)SETTLEMENT OF DISPUTES
Anydispute arising from the execution of, or in connection with theagreement shall be settled through friendly consultations betweenthe two parties. In case no settlement can be reached throughconsultations, the disputes shall be submitted to the ForeignEconomic and Trade Arbitration Commission of the China Council forthe Promotion of International Trade in Beijing for arbitration inaccordance with its rules of procedure. The arbitral award is finaland binding upon both parties.
2)This agreement is subject to ratification by the authorities ofboth parties.
Welook forward to welcoming you to Beijing and discussing matters indetail from the 2nd to the 5th November and hope that a provisionalagreement can then be signed.
Yours sincerely,
Letter 86
Confirmation of the main Points in
JointVenture Discussion
DearSirs,
Weare pleased that during our discussions last week we reached anagreement on the proposed joint venture in Australia. Beforedrawing up the formal contract for signature we should like toconfirm the main points upon which we have agreed,namely:
1.That Panda and Collins enter into a wholesale joint venture in theState of Victoria.
2.That Panda holds 30% of the shares and Collins 70%.
3.That Collins undertakes to establish warehouse facilities inMelbourne.
4.That the joint venture is to be registered to operate also in theState of New South Wales.
5.That all profit, losses, costs and liabilities will be proratedaccording to the share-holding of each party.
6.That any disputes in connection with the joint venture agreementwhich cannot be settled by consultation shall be referred toarbitration by the CCPIT Arbitration Commission, whose award beingfinal and binding upon both parties.
7.That the agreement is subject to ratification by the two governmentauthorities.
Uponreceiving your letter of confirmation we will arrange for thecontract to be drawn up and sent to you for signing.
Yours faithfully,
Letter 87
Compensation Trade (I)
DearSirs,
Ifyou refer to the previous correspondence exchanged between us, youwill find that we had several satisfactory dealings in Textilesduring 1995—1997, but later we failed to maintaincommunication with you.
Wehasten to write you this letter in the hope that our relations willbe resumed and strengthened.
Wehave now received an enquiry from our old friends in Europe forlarge quantities of men’s poplinshirts, which are to be manufactured according to the design,material and needlework desired by them. To give you some idea ofwhat our clients require, we are sending you by separate mail asample of the shirt.
Uponreceipt, please examine the sample thoroughly and let us know ifyou are in a position to manufacture. If so, we shall appreciatereceiving your counter sample for our consideration, together withyour lowest quotation, CIF European Main Ports, stating mode ofpacking and time of delivery, etc.
Youwill notice from our sample that the shirt was sewn with a new typeof sewing machine, the stitches being not only neat and fine butattractive as well. Our clients in Europe are very particular aboutthe quality of the shirts to be supplied, and we wonder if yoursewing machines are good enough to produce such results. If not, weare thinking of supplying you with this new type of sewing machine.The cost of the machines may be repaid by resultant products, andthe whole transaction can be carried out under compensation tradearrangements.
Please give our enquiry your consideration and let us havea detailed reply at your early convenience, on receipt of which weshall go further into the matter.
Yours faithfully,
Letter 88
Compensation Trade (II)
DearSirs,
Thankyou for your letter dated September 16, 2000 and your sample of themen’s poplin shirt, both of which reached usyesterday.
Themoment your sample reached us, we approached our manufacturersabout your enquiry, who informed us that the sewing machines theyare using are good enough to sew the shirts you intend to order.However, in order to display their excellent skill, they are makinga counter sample, which we will airmail to you within a couple ofdays. When you see our counter sample, we hope you will besatisfied with the design, material and quality, particularly thestitches sewn with our manufacturers’ machines,. But should you find the stitches not sodesirable as you hope for, please do not hesitate to let us know.We shall consider importing a new type of sewing machine from youunder compensation trade arrangements.
Wehighly value your enquiry and, with an eye to future cooperation,we have asked our manufacturers to keep their prices as low aspossible so as to put this business through as a friendly gesturefor a long-term cooperation.
Withregard to the new type of sewing machine suitable for making poplinshirts, we have not yet decided at present to make purchases butwould suggest that you immediately send us catalogues and pricelists so that we may consider this matter well in advance. Thus, notime will be wasted if we find such purchases necessary.
Weawait your reply with interest and sincerely hope that concretebusiness can be concluded as soon as possible, for ourmanufacturers are likely to be heavily committed when the summerseason comes.
Yours faithfully,
Letter 89
Compensation Trade (III)
DearSirs,
Please accept our thanks for your prompt response to ourletter dated September 25 in connection with the above subject. Wehave also received your counter sample of themen’s poplin shirt.
Having carefully examined the counter sample, we findeverything satisfactory except for the stitches, which are not whatwe expected. We attribute this shortcoming to the old type ofsewing machine being used by your manufacturers. We feel sure thisproblem can easily be solved if a new type of machine isinstalled.
Asrequested, we enclose a catalogue and a price list for ModelAS –348 Sewing Machine produced by Messrs, Juki& Co., Hongkong. They have in stock 91 machineswhich can be shipped to you promptly. This is the very machinessuitable for making our poplin shirts, and the present price is HK$ 15,000 each FOB Hongkong, which we can assure you is the lowestobtainable.
Please fax us as soon as possible if you are interested inthese machines, and in the meantime let us have your best offer forthe poplin shirts based on our order of 2,000 to 2,500 dozen permonth. On receipt of your reply to our offer of the sewing machinesand your quotation for the shirts, we shall try our best toconclude the two deals as one package under compensation tradearrangements.
Wethank you in advance for an early reply and assure you of our fullcooperation at all times.
Yours faithfully,
Letter 90
Compensation Trade (IV)
DearSirs,
Weacknowledge with thanks receipt of your letter of October 7,2000quoting us your price for 91 sewing machines of ModelAS—348 @ HK $ 15,000 each FOB Hongkong. While wethank you for this offer, we find that your price is about 5%higher than that offered by other exporters in your city. If youcan see your way to reduce your price to the same level as yourcompetitors’, we arewilling to place our order with you so as to conclude the deal onthe basis of compensation trade. Please let us have your decisionas soon as possible.
Referring to your order for men’s poplinshirts, our manufacturers have just called on us and, through ourmutual consultation, we now take pleasure in quoting you thefollowing:
1.Men’s poplin shirts to be manufactured according tothe design, material and needlework as per your sample submittedand to be sewn with the sewing machines supplied by you: @ HK $ 352per dozen CIF European Main Ports, based on the quantity of yourorder of not less than 2000 dozen each month. Our prices and otherterms for your future orders are to be discussed and specified indetail on each occasion.
2.Packing : Half a dozen packed to acardboard box; six dozen to a carton.
3.Delivery: 2000/2,500 dozen to bedelivered monthly.
It isessential for you to rush your acceptance without any delay, as ourmanufacturers may find it necessary to raise their prices soonowing to the increase in the cost of raw materials.
Yourearly reply will be highly appreciated.
Yours faithfully,
Letter 91
Compensation Trade (V)
DearSirs,
Wehave just received your letter of October 19, 2000 concerning ouroffer of 91 sewing machines and your quotation ofmen’s poplin shirts.
As asign of our sincere cooperation with you to the fullest, we havedecided, as an exceptional case, to accept your request for 5%reduction off our original price of HKD15, 000 each for the 91sewing machines. We made this special concession on condition thatthis deal is to be concluded in combination with your offer ofmen’s poplin shirts as one package under compensationtrade arrangements.
Wefind your offer of the shirts not attractive enough but with a viewto starting some substantial business with you at an early date, wehave accepted your quotation of HKD352 per dozen CIFEMP.
Nowthe two transactions have been finalized, and we expect to receiveyour confirmation by return.
Weare pleased to inform you that our sales manager will be visitingShanghai within the next few days to attend a mini-fair. While inShanghai, she will call at your office to discuss in detail theterms and conditions of this compensation trade agreement. Pleasehave the draft of the compensation trade agreement drawn up well inadvance so that when she calls she can sign the agreement forthwithif no rectification to the agreement is necessary.
Oursales manager is looking forward to meeting you in Shanghai soonand hopes that everything will go on smoothly.
Yours faithfully,
Letter 92
Agreement on Compensation Trade (I)
ThisAgreement is entered into on November 15,2000 by and among JiangsuGarments Import & Export Corporarion (hereinaftercalled Party A), Renald Garland & Co., Ltd.,Hongkong (hereinafter called Party B) and Jiangsu Shirt Factory(hereinafter called Party C), whereby the three parties agree toconclude the following compensation trade under the terms andconditions set forth below:
1.After friendly discussions with Jiangsu Shirt Factory, Party Aagrees to supply man’s poplinshirts to Party B from January 2001 2,000 dozen to 2,500 dozen eachmonth, or 24,000 dozen to 30,000 dozen each year,. The aforesaidgoods shall be manufactured by Party C for Party B with machinessupplied by Party B. Party B guarantees to place orders with PartyA for approximately the above stated quantity each month. Duringthe period from 2001 to 2005, Party A shall give priority to theorders from party B for shirts as mentioned above provided thatParty B advises party A of its requirements half a year in advance,failing which Party A shall not reserve the productive capacity forParty B.
2. Inorder to raise the quality of the products, Party B agrees tosupply Party A with 91 sewing machines manufacturedby Juki & Co., Hongkong (fordetails see the attached list) amounting to HK $ 1,296,750 plusfreight and interest at 5% per annum. Party A shall settle theamount by installments before the end of December 2001,by deductingit from the total value of the shirts to be supplied to PartyB.
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Letter 93
Agreement on Compensation Trade (II)
3.Party B shall guarantee that the machines to be provided are inaccordance with Party C’srequirements and specifications. If there is any problem in theperformance of the machines, Party A shall have the right to claimagainst party B for any loss or losses to the extent ofJuki’s responsibilitybased on its warranty.
4.Party B shall notify the Juki people to join in supervising, theinstallation and repair of the machines.
5.Party B shall have the right to inspect the quality of the shirtsin the course of manufacturing and if any quality problem is found,Party B should advise Party A to make rectificationimmediately.
(tobe continued)
Letter 94
Agreement on Compensation Trade (III)
6.The price and other terms shall be specified in detail in eachcontract when it is concluded.
7.Any complaints or disputes in connection with this Agreement or theexecution thereof shall be settled amicably through friendlynegotiation.
8.This Agreement shall become effective as soon as it is signed bythe three parties. The validity of this Agreement for theacquisition and financing of the equipment is for one year onlyfrom January 2001 to December 2001 while all other provisions ofthis Agreement are valid for a period of five years, starting fromJanuary 2001 to December 2005. This Agreement is renewable for afurther period upon mutual consent after consultation among allparties concerned.
Nanjing, November 15,2000
Jiangsu Garments Import & ExportCorp.
Renald Garland & Co., Ltd.
Jiangsu Shirt Factory
Letter 95
Assembling with Supplied Parts and Components
DearSirs,
YourVice President had several pleasant and fruitful discussions withus about assembling refrigerators while he was in Guangzhou inOctober this year. Now we wish to mention the following four pointsas supplements to the previous discussions.
1.With the components, auxiliary materials, and necessary equipmentand tools supplied by your company, we shall assemble 26,000refrigerators within a period of three years, namely, 8,000domestic refrigerators and 2,000 industrial refrigerators to beassembled within the first year (1996),10,000 domesticrefrigerators and 3,000 industrial refrigerators to be assembled inthe second and the third year respectively.
2.All the finished products will bear a neutral brand. 60% of thefinished products will be shipped to Hongkong and 40% to Sydney.Shipment of the products is to be effected once half a year. Allthe shipping expenses will be for your account.
3.Payment for the assembling fee and shipping expenses is to be madeby sight L/C to be opened by you not later than 30 days before theshipping schedule.
4. Incase there arise some disputes which couldn’t besolved, it is necessary to state an arbitrator which can settlesuch disputes, Unless otherwise agreed, contracts are commonlygoverned by the laws of our country.
Please give the above points your carefulconsideration.
Yours faithfully,
Letter 96
Processing According to Supplied Samples
DearSirs,
Thankyou very much for your letter of August 2 enquiring about thepossibility of manufacturing Leather Bags according to yoursamples.
Weare pleased to inform you that we have been doing business ofprocessing according to supplied samples and processing withsupplied materials for years, in addition to our ordinary importand export transactions. Our leather products are superior inmaterials and excellent in workmanship, and we have won theconfidence of customers abroad in our commercialintegrity.
As toprices, we find it difficult to work out an exact price beforereceiving your samples and knowing the quality of your order.Therefore, please inform us of the quarterly or yearly quantity wemay expect from you, as the quantity of your order will be animportant factor in pricing.
Weassure you of our close co-operation at any time and look forwardto receiving your samples at an early date.
Yourssincerely,
