(Agency agreement (paid seeking for discount price).

{ A-2022-000}
On 01/01/2022 this agreement was made between:
The First Party (principal) Shekha Mohammed Ali Baghlaf Commercial Est.
Commercial Registration No.: 4030160464, dated 02/13/1427 AH, Kingdom of Saudi Arabia - Jeddah.
Address: Al-Zahra District, Tel. +966 122150501 E-mail: [email protected] It is represented by
the signature in this contract, the owner of the institution / Shekha M . Ali Baghlaf Commercial Est.

Second Party: (Agent) ………………………….

COMPANY REGISTRATION NUMBER: …………………. – Email: …………………………………..
COMPANY ADDRESS: ………………………………..
Represented for signing this contract by: ……………………………..

Preamble
Based on the desire of the two parties to bring a business relationship between them to serve their mutual
interests , profits and determine the rights and obligations of each party towards the other, and whereas the
first party was looking for a commercial agent to market available materials or materials that will be easily
available later after the arrival of the Letter of credit (LC) which is conditional. Based on the desire of the
second party to do the work of the commercial agent for the first party to take inducement and negotiate to
conclude of deals and implement it in proportional with first party mechanism and dealing procedures work
steps policy after the second party complete the paying process to the first party to seek conditional special
price discount in the price of the actual sold material - {clause No. 10} -. This agreement has been asked by
the second party to take the advantage of the price discount in the event that there are already actual and
serious buyers with the second party possession as per the conditions of the first party Dealing Procedures
and mechanism of the first party without any deception, delusions, or fraud or any promises of deals by the
first party, and none of the parties have seen any papers related to their relationship with other steel companies
such as SABIC or others. And basically, there is no such relationship at all This contract been based on the
fact that the second party has actual buyers who meet the conditions of the procedures deal and mechanism
of the first party. Therefore, it was agreed upon the following:

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The first Clause:
The previous Preamble is considered as the basis part of this contract and complement to it in all its terms
and conditions.

The Second Clause:

Both the parties agreed that the second party, as commercial agent (the agent), would urge to negotiate and
execute deals on the materials available to the first party and also the materials that are easily available to the
first party after the arrival of the agreed on (LC) letter of credit on favor and for account of the first party {
Al-Aseel} according to this agreement contract conditions.

The Third Clause:

Both parties agreed to market the Second Quality Railway. (R50 / R65) - Rebar steel - steel billets of various
sizes , various sources and the known technical specifications.

Fourth Clause:
The two parties agreed that geographic zone (Location) of this contract shall be the state: ///////,

Fifth Clause:
Both parties agreed to be the period of this contract is //// months ( //// months) only starting from the date
of its issue , once this contract is expired the second party has no right to ask for any demand or rights what
so ever
Sixth Clause:
First Party shall be liable for the quality of the product for the entire materials subject the contract.
Seventh Clause:
The second party is obliged to ask for issuing PROFORMA INVOICE from the first party for each started
transaction. The second party has to communicate with the first party through the registered contact methods
stated in this contract to issue proforma invoice initiated with their name or on his client name before

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presenting to his client any prices or INVOICES or quotations. Any PROFORMA INVOICE issued by the
second party without preceded by a PROFORMA INVOICE issued by the first party, then that the agency
contract is canceled. The second party also knows that there are fees for issuing the PROFORMA INVOICE
not refundable (except in the case of opening the agreed letter of credit) accepted by advising bank and officially advised to
the first part through advising bank official E MAIL.
Clause Eight:
The second party is acknowledged that there are Procedures , work steps for Prices and Quantities to be
issued by the first party updated on monthly basis and it would be sent to the second party by email every
month. With this acknowledgment, the second party shall not have any right to object on any updating on
the Dealing Policies and procedures work steps for prices and quantities , and any objection will expose the
agency of automatic cancellation. On other hand the first party shall not update the Policies and Procedures
for Prices and Quantities more than one time in a calendar month (this Dealing Policies and procedures work
steps for prices and quantities shall be considered the base of deal in this contract with the first party) and it
will be considered as the base in the terms and conditions in this contract and shall be based and explain all
the clauses.
Clause Nine:
The second party is acknowledged that the validity period of any PROFORMA INVOICE is (15) fifteen days
only. (The first party will not accept any LC without a Valid PROFORMA INVOICE issued by the first party)
Clause Ten:
The first party obligate to give special discount to the second party amounting to (100) USD per ton of the
official price written on the monthly Dealing Policies and procedures work steps for prices and quantities
which will be sent to the second party in each month. That only for the actual sold material as the dealing
procedures said starting from 1,000,000 ton or more and should be paid by opening bank letter of credit
confirmed at sight (MT700 confirmed ) accepted by the advising bank and officially advise to the first party
through their official E MAIL. The commission of the agent will be paid after the letter of credit issued ,
received , accepted by advising bank and officially advised to the first party through their official E MAIL
Clause Eleven:
The First Party shall be liable, in the event of making deal with any customer or authorization or agency of
the other party within the geographic zone (agency location), to issue a letter of commitment to the second
party for the discount agreed upon per ton in order to guarantee their right in the actual deal without return

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on them before the deal. The second party acknowledged that and accept it. The first party will send the letter
of commitment once the deal be actually done.
Clause Twelve:
The second party knew that the agency fee which they transfer to the first party account is the fee of issuing
agency contract which would not be refundable once the second party signing this contract. The second party
acknowledge that they have no right to argue with the first party legally or judicially on the agency fee once
they sign on this contract, even if the second party get no benefit from this contract for any reason or
Circumstances. This agreement contract will end on ///////2022 neither or either of achieving or not achieving
any deals. The fees of this contract (//// USD) ////// US dollars only. This amount is paid by the second party
to gain the special discount on the price provided by the first party to it in actual sales on which the confirmed
bank letter of credit (MT700 confirmed at sight with full terms and conditions of a valid PROFORMA
INVOICE) is issued accepted by both advising Bank and the first party if not the fees will be considered to
be expenses for issuing the contract agency . Also, the fees of issuing the agency contract is refundable to the
second party in only one case, which is the arrival of confirmed letter of credit at sight (MT700) in favor of
the first party and with full value of the PROFORMA INVOICE issued by the first party and this letter of
credit has to be as per the PROFORMA INVOICE and issued by approved Saudi bank with official notification
letter by Swift bank system.
Clause Thirteen:
At the end of the validity of this contract both parties have the right to choose to renew this contract's validity.
With the obligation of the second party to pay the agency's fee within a period of one month prior the end of
this contract and with same terms and conditions.
Clause Fourteen:
The second party acknowledged that any demanding from them for any other documents (expect the
PROFORMA INVOICE, quotation, letter of credit format and conditional letter of commitment)or legal
documents, others or Properties , photo, inspection of the material or certificate, the second party will not have
the right to claim them from the first party, except on the conditions of agreed and confirmed letter of credit
at sight ( MT 700 ) accepted by advising bank and officially advised to the first party through their Official
Email agreed upon as per Policies and Procedures Work Steps which is been sent from the official email for
an approved bank with full amount of the PROFORMA INVOICE and its terms and conditions or within the
conditions of MT705 which is been sent vis Swift bank system bank to bank basis and arrived to the first
party by notification.
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Clause Fifteen:
The second party shall have the right to market and merchandise the material subject the contract in the
geographic zone of the contract by using any appropriate way but within first party sale mechanism without
interference from the first party. In case the second party want to use the name and the logo, the second party
must have a written acceptance with consent of that. Any marketing or merchandising to the materials out of
geographic zone of this contract shall be by written acceptance and consenting.

Clause Sixteen:
The second party is aware that they will not be able to raise argument against the first party for not executing
or not availing the rail in front of legal departments till the second party prove that the original and confirmed
,agreed on in this contract, letter of credit and issued to the first party in the official bank letterhead issued
with by a Saudi bank with swift number with full amount of the proforma invoice and it’s terms and conditions
and been advised from the first party's bank with a reference number.

Clause Seventeen:
The disputes arising out of the execution of this contract which shall be difficult to solve it amicably between
the two parties, shall be settled by adjudication in front of local jury in Saudi Arabia, knowingly that the second
party shall not have any right to claim any refund of any amount paid to the first party either the fee to obtain
the agency or issuing the proforma invoice.

Clause Eighteen:
It is not allowed to cancel this agency contract by the second party without prior approval of the first party
as well as the second party could not transfer, selling or renting the agency contract without the consent or
the approval of the first party, and in case of the second party breaching this clause this contract will consider
cancelled and void.

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Clause Nineteen:
The second party acknowledge that the official communication methods, by which the communication shall
be possible, are as follows:
Email of Shekha Mohammed Ali Baghlaf Commercial Est. ( [email protected])
Clause Twenty:
Both the parties have agreed that the email specified for the two parties in this contract shall be official email
by which the correspondence will sent between them. In case either party changes their e-mail, they have to
inform the other before changing it. In case of not informing the current email shall be valid.
Clause Twenty-One:
Both parties acknowledge and accept that they implement this contract with consent and without been forced
and they read this contract carefully and ask the perfect questions to understand all the conditions and results
and the prerequisite effect of this agreement and they ask for a lawyer consultant choose by each one of them
before signing this contact.
Clause Twenty-Two:
This contract is issued in two original copies by containing each copy with six pages (6 pages) signed by each
party. Each party has received and kept one copy to act accordingly.

First Party Second Party

Shekha Mohammed Ali Baghlaf Commercial Est. ……………………………

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