The　present provisional rules are formulated with a view　to　improving
the　 foreign　 trade　 agency　 system,　 defining　 the　 rights　 and
responsibilities　 of　various interested parties in carrying　 out　the　
agency system and promoting the development of foreign trade.
CHAPTER I GENERAL RULES
Article　1 The corporation or enterprise (agent) that has the　right　to
handle foreign trade may, within the approved business scope and as　per
the　relevant state regulations, act as import or export business　agent
for another corporation or enterprise (principal) which has the right to
do foreign trade business. If the agent signs contracts with the foreign
party　in　the name of this principal, the relevant regulations　of　the
"General Rules of the Civil Law of the People's Republic of China" shall
be　applied to the rights and responsibilities of both parties. In　case
the agent signs the contracts with foreign parties in his own name,　the
present　provisional　rules　shall　be　applicable　to　the　rights　and
responsibilities of both parties.
Article　2　Should　those corporations,　enterprises,　institutions　 or
individuals　(principal) without the right to do foreign trade　business
need to import or export commodities (including goods and technologies),
they　must entrust the corporations or enterprises (agent) who have　the
right　to　do　foreign trade business of its kind to do it　as　per　the
relevant　state regulations. The present provisional rules apply to　the
rights and responsibilities of both parties.
Article　3 The principle and trustee shall sign an agency　agreement　on
the　basis of equality, mutual benefit, consultation and consensus.　The
agency　agreement shall not violate the relevant state laws,　rules　and
regulations, nor shall the agreement infringe upon the social and public
interests.
Article　4　The　agency agreement shall be the cardinal　basis　for　the
division　of the rights and responsibilities between the principals　and
trustees. If there is no subsequent endorsement made by the　principals,
the　doers　themselves shall be charged responsible　for　the　behaviors
conducted　without the agent right, the behaviors that exceed the　agent
right limit, or that made after the agency agreement expires.
Article　5 The agency agreement, which should be in written form,　shall
generally include the following contents.
(1)　the names, scopes, contents, price ranges, terms of payment,　kinds
of　foreign currency of the entrusted import or export commodities,　and
other terms that shall be specified;
(2)　the　extent of the agent right of the trustees　authorized　by　the
principals;
(3)　the rights and obligations of both parties as well as the　expenses
that they shall bear;
(4)　the　agency commissions and other stipulations on　the　sharing　of
other economic interests;
(5) the settlement of disputes;
(6) the period of validity of the agency agreement, and
(7) others.
CHAPTER II THE RIGHTS AND OBLIGATIONS OF THE PRINCIPALS
Article　6 The principals shall, as per the relevant state　laws,　rules
and　regulations,　go　through the applying　and　approving　formalities
concerned for the entrusted import or export of commodities.
Article　7 The principals shall timely present the agents　the　relevant
information about the entrusted import or export of commodities.
Article　8 The principles may, with the agents' agreement, take part　in
the　negotiations with the foreign parties. But the principals　are　not
allowed　 to　inquire　for　foreign　commodities　or　conduct　 business
negotiations with the foreign parties by themselves, nor shall they make
any forms of commitment by themselves to the foreign parties as　regards
the terms and conditions of the contracts.
As　to　the　terms　and conditions contained in　the　import　or　export
contracts　agreed by the principals, the principals shall not　claim　to
the　agents for compensation for the losses incurred due to the　defects
of these terms and conditions.
Article 9 The principals shall not change or amend the import or　export
contracts with the foreign parties by themselves. The agreement　reached
arbitrarily　 by　 the　 principals　with　 foreign　 parties　 on　 the
supplementation　or changes of the import of export contracts　shall　be
invalid.
Article　10 The principals shall, according to the stipulations　of　the
agency　agreement　and　the import or export　contracts,　fulfill　their
obligations, including timely providing the agents with funds needed for
importing commodities and with the commodities entrusted for export.
Article 11 In case of the failure of implementation of import or　export
contract, of incomplete, delayed or the implementation inconsistent with
the　terms　of　the contract due to the failure　of　the　principals　to
implement　the　obligation under the agency　agreement,　the　principals
shall　repay the expenses, taxes, interests having paid by　the　agents,
pay the contracted commissions and liquidated damages, and shall　assume
all the responsibilities untaken externally by the agents.
Article　12 In case the principals can not perform or fully perform　the
agency　 agreement　 due　 to　 the　 force　 majestic　 events,　 their
responsibilities　towards the agents shall be fully or partly　remitted.
But　the principals shall timely notify the agents and　provide,　within
the　appropriate　period,　the　certificates　issued　by　the　 relevant
organizations,　so that the agents may approach the foreign parties　and
relieve themselves from the responsibilities.
If　the agents can not be exempted from their　responsibilities　towards
the　foreign　parties,　such responsibilities shall be　assumed　by　the
principals.
Article　13 The principals shall have the obligation to pay　the　agents
the　contracted　commissions　as　per the　stipulations　of　the　agency
agreement,　and repay the expenses, taxes and interests having　paid　by
the agents. The import or export commissions that are to be paid by　the
principals　shall be a product of the total contractual value, which　is
taken　as　the cardinal counting number, multiplied　by　the　contracted
commission rate.
Article　14　As　regards the sales payment for　the　exported　products,
whether　Renminbi (RMB) or foreign exchanges will be acceptable　to　the
principals　 shall　be　specified　in　the　agency　 agreement　 through
consultation by the principals and agents.
CHAPTER III THE RIGHTS AND OBLIGATIONS OF THE AGENTS
Article 15 The agents shall, according to the agency agreement, sign the
import or export contracts with the foreign parties in their own　names,
and　shall　timely　hand　over　the　copies　of　the　contracts　to　the
principals.　The　agency agreement shall not be　violated　whenever　the
agents make changes or amendments with the foreign parties of the import
or　export contracts. The agents shall assume the obligations and　share
the rights of the contracts towards the foreign parties.
Article 16 The state laws, rules, and other regulations on foreign trade
administrations　system　shall be observed when the　agents　handle　the
agency　matters as per the principals" entrustment. In case the　agents'
observance　of the state laws, rules, and other regulations　on　foreign
trade　administration　system　make　them　unable　to　carry　out　　the
principals'　entrustment, they shall inform their principals　the　facts
and　re-negotiate　the　entrustment in line with　the　laws,　rules　and
foreign trade administrations system. When carrying out the entrustment,
the　agents　have　the　obligations to　guarantee　that　the　terms　and
conditions　of　the　import or export contracts　shall　tally　with　the
relevant　existing　laws, rules and other regulations on　foreign　trade
administration　system, shall conform to the international practice　and
shall protect the interests of the principals.
Article　17 The agents shall provide the principals with the　quotations
for　the　entrusted　commodities on the international　market　and　make
timely　report　of　the　business development and　of　how　the　agents'
obligations are performed.
Article　18　The　agents　have the obligations to　go　through　all　the
formalities needed for implementing the import or export contracts.
Article 19 In case of the failure of implementation of import or　export
contracts,　incomplete, delayed or the implementation inconsistent　with
the terms of the contracts due to the failure of agents to implement the
obligation　under the agency agreement, the agents shall compensate　the
principals　for　their　losses　thus　incurred,　and　shall　assume　 by
themselves all the responsibilities towards the foreign parties.
Article 20 In case of the failure of implementation of import or　export
contacts,　incomplete, delayed or the implementation　inconsistent　with
the terms of the contracts due to the failure of the foreign parties　to
implement　the obligation under the agency agreement, the agents　shall,
as　per　the　relevant stipulations contained in the　import　or　export
contracts　and the agency agreement, lodge timely claims for damages　to
the foreign parties or adopt other remedies.
Article 21 In case the agents can not fully or partly fulfill the agency
agreement　due　to　the force majeure events, they　shall　be　fully　or
partially　exempted　from the agency responsibilities.　But　the　agents
shall　timely　notify　their principals and　the　foreign　parties,　and
present,　within　the reasonal period, the certificates　issued　by　the
relevant organizations.
Article 22 In case of the failure of implementation of import and export
contracts,　of　incomplete, delayed or the　implementation　inconsistent
with the terms of the contracts by the foreign parties due to the　force
majestic　events,　the agents shall be exempted from　their　obligations
towards　the　principals. They shall, however, obtain　the　certificates
issued by the relevant organizations and timely notify the principals.
CHAPTER IV SETTLEMENT OF DISPUTES
Article　23　The　principals shall present　necessary　claims　documents
within the claim validity period. After receiving the claims　documents,
the agents shall, according to the stipulations of the contracts　signed
with　foreign parties, timely lodge the claims to the　foreign　parties,
and　shall timely notify the principals about the　development　of　 the
claim, and transfer to the principals the payments received from lodging
the claims.
In　case　the　claims are not lodged or　not　lodged　successfully,　the
principals　shall bear the losses; if the agents are to blame, then　the
agents　shall　bear　the losses. If the agents are not　to　blame　while
lodging　the　claims, the principals do not have the right to　claim　to
compensation　from　the　agents beyond the amount made　by　the　foreign
parties.
When the foreign parties lodge the claims, the agents shall timely　pass
on the claims papers presented by the foreign parties to the principals.
After receiving the claims documents, the principals shall timely settle
the　claims as per the agency agreement. The agents shall　inform　their
principals about the claim settlement.
In case the claims are not settled with foreign parties, the agents,　if
it　is　the agents' fault, shall bear the responsibilities　towards　the
foreign　parties; if the principals are to blame, the　principals　shall
assume the responsibilities thus falling upon the agents.
Article　24　The　principals　and agents can agree　on　that,　with　the
permission and assistance of the principals and the fund offered by　the
principals,　 the　agents　shall　have　the　obligation　to　submit　 to
arbitration　or　take legal proceedings as per the stipulations　of　the
import　or export contracts, and the damages or interests thus　occurred
shall　be assumed or shared by the principals; if the agents　refuse　to
submit to arbitration or take legal proceedings, or delay doing so,　the
principals　shall be entitled to the damage claim to the agents. If　the
principals　are　unwilling　to　submit to　arbitration,　to　take　legal
proceedings　or　to　provide　the expenses, the　agents　may　submit　to
arbitration　or　take legal proceedings against the foreign　parties　at
their own expenses and risks, and the damages or interests thus occurred
shall be assumed or shared by the agents.
Article　25　In case the foreign parties submit to arbitration　or　take
legal　proceedings, the agents shall, as per the stipulations　contained
in the agency agreement and the import or export contracts, make　active
representations　to　the foreign parties, and shall　timely　notify　the
principals.　The　principals　shall have the obligation　to　assist　the
agents　in collecting the documents, and to give necessary　support　and
convenience for the representations concerned.
CHAPTER V SUPPLEMENTARY ARTICLES
Article　26 The present rules shall come into effect on the date of　its
promulgation.　The Ministry of Foreign Economic Relations and　Trade　is
responsible for the interpretation of the rules.