Quick answer: Case exclusive agency terms need three numbers at once: a 12 month term, a 5,000 unit annual minimum and 90 day price protection, or the territory is held without volume.
Table of contents
- The term: twelve months, split in three
- Writing the 5,000 unit minimum
- One country, one border
- Price protection and the 5% penalty
- Who pays for samples and shows
- FAQ
1. The term: twelve months, split in three
The contract said exclusive. The first year closed at 800 units. The agent was not idle: the paper named a first order of 800 units and nothing else, so both sides treated 800 as the whole promise.
Case exclusive agency works when the term is cut in three: a 3 month trial, a 12 month exclusive period and one renewal review. No exclusivity during the trial, only regional priority; reach 800 units inside 3 months and the period starts.
Price during the trial equals the exclusive price, with no premium and no discount. A premium trial kills volume in the first quarter and leaves nothing to discuss for the following 12 months.
The first 800 units are a pickup commitment, not an annual target. Write 800 as the year and the agent holds a shield: order nothing and still keep the territory.
The 20,000 CNY deposit follows the exclusive period, not the first order. Collected when the period opens, returned when it closes, re-collected the next year if a penalty was drawn out of it.
Start the 12 months the day after the trial ends, never on the signature date. A signature date start gives away 3 months and pushes the renewal review into peak season.
2. Writing the 5,000 unit minimum
5,000 units a year must be split into quarters at 1,250 each. Keep it annual and the gap appears only in Q4, when the mould slot is gone and the test becomes a verbal warning.
Test cumulative volume, not single quarters: 5,000 by Q4 with a 1,000 floor per quarter. Cumulative lets a strong season repair a weak one, while the floor stops a zero quarter.
Two trigger lines carry the test: 90% (4,500 units) brings a written warning, 80% (4,000) opens a downgrade review. A quarter sits between the two so the agent can react before clauses move.
Downgrade, not termination: the territory narrows to main cities, price protection ends, rebates fall to zero.
Stock pushed into the agent's warehouse does not count. Book 1,250 units at quarter end and returns land next year; measure end-user or onward shipments, and note which. Where the factory ships late by more than 30 days, the quarter is measured on what could be delivered.
| Quarter | Cumulative floor | Single quarter floor | Action |
|---|---|---|---|
| Q1 | 1,250 | 1,000 | warning at 90% |
| Q2 | 2,500 | 1,000 | downgrade review at 80% |
| Q3 | 3,750 | 1,000 | written enquiry under 1,000 |
| Q4 | 5,000 | 1,000 | downgrade next year under 4,000 |
3. One country, one border
One country has to mean a customs territory, not a feeling. Sign 27 EU states as one country and a pallet in a German warehouse sells into France, so the border and the price protection both vanish.
Attribute by delivery address, not by enquiry source. A form from country A with a delivery address in B belongs to B, and A receives nothing.
Write the border as a list: customs territory, free zones in or out, overseas territories in or out. Three columns on one page beat a paragraph of prose, and most case exclusive agency disputes start there.
OEM needs its own line. An end user inside the territory belongs to the agent; an end user outside it who specifies assembly inside is treated as factory direct, with a 3% introduction fee paid once.
A business card from a show is not attribution; a closed order is. Register a cross-border enquiry within 30 days, and an order placed within 90 days belongs to whoever registered it.
4. Price protection and the 5% penalty
Price protection for 90 days is concrete: when the public price drops inside the window, unsold stock is compensated at the difference, settled monthly against shipping notes and stock photos.
Write the reverse as well: a price rise needs 30 days notice and orders already placed ship at the old price. Protect only the downside and the next resin rise reopens the contract.
| Case | Trigger | Compensation | Window |
|---|---|---|---|
| Price cut | public price lowered | unsold stock × difference | within 90 days |
| Price rise | 30 days notice | placed orders at old price | 90 days |
| Promotion | direct channel only | no compensation, market fund | max 15 days |
The 5% penalty is charged on the value of the diverted batch, doubled on the second offence and ending exclusivity on the third. It comes out of the 20,000 CNY deposit, topped up within 15 days or supply pauses.
A penalty only bites if it can be proven: one batch code per case, scannable back to the shipping note and the delivery address. Without the code, 5% is a number on paper and the agent knows it.
5. Who pays for samples and shows
Samples split: development sets on the factory, sales sets on the agent, 3 each.
Show costs split 50/50 when the agent brings staff and a stand, and 30% for cash only. The 3 days of people are what a show is actually worth.
The first 800 units include 3 sales sample sets at no charge; beyond that, 85% of cost.
Put costs in an annex rather than the body: the show city and the sample count change every year, and one page is easier to swap than a contract.
Conclusion
Case exclusive agency terms hold on four lines: the start date of the 12 months, the quarterly split of 5,000 units, the delivery address that defines one country, and the basis behind 90 day price protection. Add 5% for diversion and a 20,000 CNY deposit, and the paper has teeth.
The test runs on two numbers only: 4,500 units for a warning and 4,000 for a downgrade review. Samples and show costs go into an annex that changes one page a year.
| Clause | Number | Trigger | Consequence |
|---|---|---|---|
| Exclusive term | 12 months | 800 units in a 3 month trial | priority only if missed |
| Annual minimum | 5,000 units | 4,500 warning | 4,000 opens downgrade |
| Territory | 1 country | delivery address | cross-border sale is diversion |
| Price protection | 90 days | public price cut | unsold stock compensated |
| Diversion penalty | 5% of value | doubled second time | agency ends third time |
This article discusses container-side specifications and design implications only, and does not cover any handling, loading or use of the contents.
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