Subcontracting

Terminology of industrial production

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Entrusted processing refers to the raw materials and main materials provided by the entrusting party (or purchased by the production provider itself), and the entrusted party only advances the part Auxiliary materials , process and collect the goods according to the requirements of the entrusting party process cost Of operating activities 。 However, the products produced with the raw materials provided by the entrusted party, or the products that the entrusted party sells the raw materials to the entrusting party first, and then accepts processing, and the products produced with the raw materials purchased by the entrusted party in the name of the entrusting party, regardless of whether they are sold financially or not, shall not be regarded as entrusted processing products, but shall be subject to VAT according to the sales of self-made products.

Chinese name: Subcontracting
Foreign name: consigned processing
Relevant personnel: Entrusted party, entrusting party

Operation content: Raw material processing
Scope of application: Non taxable consumer goods
Business form: Two inside, one outside

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Business Profile

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Subcontracting refers to that the entrusting party provides raw materials and main materials, and the entrusting party only advances the part Auxiliary materials , processing goods according to the requirements of the entrusting party and collecting processing fees operating activities 。^[1]

Business form

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The subcontracting business can be divided into three forms according to whether the entrusting party has accepted and received the raw materials or processed products: "inside two ends", "outside one end" and "outside two ends".

The form of "two ends inside" means that the entrusting party sends the raw materials that have been accepted and warehoused to the entrusted party for processing, and then takes back the processed products from the entrusted party and accepts and warehoused them;

The form of "one end out" means that the entrusting party accepts and puts into storage only one of the raw materials or processed products, and the other goods are either delivered directly from the seller to the entrusted party for processing or shipped directly from the entrusted party for sales;

The form of "two ends outside" means that the entrusting party has not accepted and warehoused both raw materials and processed products, and only purchases and sales are reflected in the accounting, without physical objects.

Business requirements

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1. The subcontracting business must meet two conditions at the same time: one is that the entrusting party provides raw materials and main materials; Second, the entrusted party only collects processing fees and advances Auxiliary materials 。

2. It is not allowed to be outsourced Taxable consumer goods : (1) Taxable consumer goods produced with raw materials provided by the entrusted party; (2) Taxable consumer goods processed by the entrusted party after selling the raw materials to the entrusted party; (3) Taxable consumer goods produced from raw materials are purchased by the entrusted party in the name of the entrusting party. These taxable consumer goods shall not be used as taxable consumer goods processed on a commission basis, regardless of whether the taxpayer conducts financial sales or not, but shall be paid by the entrusted party as taxable consumer goods produced by itself excise tax 。

Subcontracting business must meet the following conditions:

（1） The entrusting party and the entrusted party must sign a subcontracting agreement Written contract And submit it to the competent national tax authority for filing within the prescribed time limit;

（2） The entrusting party and the entrusted party must set up subcontracting as required Business accounting Account book and establishment Entrusted processing materials Warehouse entry and exit system;

（3） The entrusted party must issue a processing fee invoice, and the entrusted party must take the processing fee invoice as Original voucher Carry out accounting treatment, and the processing fee must be paid in the prescribed form.

Business Instructions

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Business accounting

Subcontracting business Accounting entry ：

1. When issuing processing materials: Debit: Entrusted processing materials

Credit: raw materials

2. Processing fee payment time: Debit: outsourced processing materials

Debit: Tax payable ―― Value added tax payable （ amount of taxes on purchases ）

Credit: bank deposit

3. When the processing is completed and recovered: Borrow: raw materials (or Finished products ）

Credit: OEM materials

Subcontracting flexibly reflects the inventory of the enterprise, but this process is incomplete. Because:

1. Can't truly reflect the outsourcing enterprise material cost ，

2. No Separate accounting Processing costs,

3. Not clearly reflected Subcontracting Partnership.

Filing Instructions

1、 The following materials shall be provided for the food consignment processing filing:

1. Entrusted processing record application ;

2. Entrusting enterprise and entrusted enterprise Enterprise business license copy (The business license shall be valid after being approved and issued by the industrial and commercial administrative department, and the business scope shall cover the products that apply for entrusted processing and filing. The business license shall be stamped with the official seal of the enterprise respectively);

3. Notarial entrustment Processing contract And a copy of the impartiality letter. (notarization can be carried out in notarial office Handling)

4. Of the entrusted enterprise Production license copy;

5. Copy of the production license of the entrusting enterprise (provided when the product is marked with the production license number of the entrusting enterprise);

For entrusted processing not included in food Quality safety For food under market access management, only 1, 2 and 3 are provided.

All the above materials triplicate The original copy of the fair entrusted processing contract and fair letter shall be provided for confirmation.

2、 The labeling style of food consigned processing products shall meet the following requirements:

1. The certificated enterprise entrusts the certificated enterprise (the certificated enterprise refers to Food production license )：

The name, address and license number of the entrusting party must be marked. Relevant information of the entrusted party may not be marked, and the entrusting party shall be responsible for food quality and safety.

2. Enterprises without certificates entrust enterprises with certificates:

Mark the name and address of the entrusting party and the name, address and production license number of the entrusted party.

3. Entrustment Enterprise name And the name of the entrusted enterprise shall be the same.

3、 The subcontracting contract shall include the following basic contents:

1. The subcontracting contract must specify that the entrusting enterprise is responsible for all Product sales ；

2. The contract shall contain terms on the marking method of the outsourced processing products;

3. Contents to be included according to the Contract Law. If the name and address, subject matter, quantity, quality, price or remuneration of the parties, Term of performance , location and method, Liability for breach of contract , dispute resolution methods, etc.

4、 Application procedure for consigned processing record:

1. Fill in the Application Form for Entrusted Processing Filing;

2. The enterprise reports the application materials to the market Bureau of Quality and Technical Supervision The municipal bureau conducts preliminary review on the application materials and the contract for entrusted processing filing;

3. The enterprise shall go to the qualified and impartial department for justice by holding the contract of entrusted processing record that meets the requirements in the preliminary examination;

4. The enterprise shall submit the required application materials to the municipal bureau;

5. The Municipal Bureau shall, within 5 working days from the date of receiving the filing application, review the application materials and file the qualified enterprises.

5、 Acceptance department and contact information^[2]

Tax accounting

Although the taxpayer commissioned processing Taxable consumer goods The entrusted party Collection and payment , but the entrusting party is involved in Commissioned processing taxable consumer goods Pay attention to the obligation excise tax Calculation and Accounting Treatment 。

1. Taxpayer entrustment Self employed All taxable consumer goods processed by the entrusting party shall pay consumption tax at the place where the entrusting party is located after they are recovered by the entrusting party.

Example Non staple food company Entrust a self-employed operator to process Yellow Wine One batch, 20 tons recovered in January 2002, per ton Tax amount It's 240 yuan. The payable consumption tax is calculated as follows:

Consumption tax payable=20 × 240=4800 yuan

2. Outsourcing and subcontracting materials: when the entrusting party purchases raw materials and main materials for subcontracting, it shall pay VAT to the supplier. If we can obtain VAT Special Invoice , the VAT can be deducted.

3. Sending outsourced processing materials: when taxpayers send outsourced processing materials, if the transportation unit is responsible for transporting them, VAT will also be involved Input tax deduction Matters.

4. Payment process cost When the entrusting party pays the processing fee, if it can obtain the special VAT invoice issued by the entrusting party, it can also be deducted Input VAT 。

5. If the entrusted party fails to collect and pay the consumption tax as required, the entrusting party shall make up the tax. Supplementary consumption tax levied by the entrusting party Tax basis Yes:

(1) If the taxable consumer goods recovered by subcontracting have Direct sales , tax shall be calculated according to the sales volume;

(2) If it has not been sold or cannot be sold directly (such as for continuous production Taxable consumer goods, etc.) Component taxable price Calculate tax payment. The component taxable price of supplementary consumption tax is:

Component taxable price=[ production costs ×(1 cost-profit ratio ）]÷ (1 - Consumption tax rate)

Trade

Subcontracting Mode of trade The import and export must meet the following conditions to be exempted Re import Formalities, whose import approval must be Foreign exchange bank Signed and approved by the President. If export goods and import goods Commodity code (H.S) The same, may not be subject to the restrictions on import and export commodities in the export announcement. If the processed products are to be re imported within the import validity period, the re import declaration must be submitted within 30 days from the date of entry into the customs, and attached Import License Copy.

Business conditions

bonded area Internal processing enterprise entrusted non Free Trade Zone Enterprises Or to accept the entrustment of enterprises in the non bonded area to carry out processing business, prior approval of the customs shall be obtained, and the following conditions shall be met:

（1） It has a production site in the district and has officially started processing business;

（2） For the processing business entrusted to enterprises in the non bonded area, the main processes shall be carried out in the area;

（3） The period for entrusting non bonded zone enterprises to process business is 6 months; If the time limit needs to be extended under special circumstances, an application for extension shall be submitted to the customs for a period of 6 months. The finished products processed in the non bonded area shall be transported back to the bonded area; If it is necessary to export directly from the non bonded area, it shall go through the formalities of verification and cancellation with the customs;

（4） In case of accepting the entrustment of enterprises in the non bonded area for processing, the processing enterprises in the area shall go through the record keeping formalities with the customs for the materials and parts entrusted to be processed. The materials, parts and products entrusted to be processed shall be kept in separate account books and used separately from those of enterprises in the area. The processed products shall be transported back to the enterprises in the non bonded area, and the processing enterprises in the area shall cancel the case with the customs.

Model Contract

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Subcontracting contract

Client: (hereinafter referred to as "the Client") first party ）

Entrusted party: (hereinafter referred to as Party B)

Party A entrusts Party B to process the products. In order to safeguard the interests of both parties, the two parties have reached the following agreement on the related co processing matters through consultation for mutual compliance.

Article 1 Content of OEM

Party A entrusts Party B to process for it Series of products , processing quantity, style (or development information), standard quality requirement It shall be provided by Party A, and the price shall be determined by both parties through negotiation, which shall be detailed in the order.

Article 2 Responsibilities of Party A:

1. Entrust Party B to process Party A's products quarterly as planned.

2. Provide Party B with Party A's production Authorization Formalities Trademark Registration Certificate 、 certificate of authorization And to trade secret Related to the exclusive legal certificate of legal document 。

3. Provide Party B with the style (or development information), quantity technical requirement 、 Delivery time Etc.

4. Party B shall be responsible for providing Party B with various combinations of Party A's trademark, internal and external packaging, other packaging and printed materials marked with the trademark and other contents related to Party B's processed products.

5. Party A has the right to inspect and supervise Party B's production standards and product quality, put forward opinions and suggestions, and accept the goods with confirmed samples.

6. Party A shall check and accept the goods according to the samples and standards determined by both parties.

7. Party A and Party B shall strictly abide by business secrets.

·The trademarks, patterns and words of the above processed products signed in this contract are owned by Party A, and Party B shall not produce or provide them for others.

·Party A shall not submit the sample designed and produced by Party B to other manufacturers.

Article 3 Responsibilities of Party B

1. Party B shall engage in the co processing activities in strict accordance with the contents and requirements entrusted by Party A.

2. Standards such as style, quantity, quality and production period determined by Party A Typesetting The production standard shall meet the quality requirements of QB1002 － 97 and shall not exceed the order quantity and variety in any form and for any reason.

3. Be responsible for the purchase, acceptance and supply of raw materials, and follow the quality requirements of raw materials determined by Party A.

4、 Strict management If the trademark, packaging and printed materials provided by Party A are lost due to Party B's poor management, Party B shall bear the corresponding responsibilities legal responsibility 。

5. The style provided by Party A shall not be used for production of other trademarks.

6. Strictly abide by Party A's business secrets.

7. Three guarantees shall be implemented for the products produced, and the three guarantees standards shall be implemented according to the relevant national regulations.

Article 4 payment method and Place of delivery ：

After Party A determines the style, quantity and standard of the entrusted processing, it signs a contract with Party B for the entrusted processing Notice And Party B shall pay 30% of the total purchase price as advance charge The goods provided by Party B shall be paid upon financial verification after Party A's acceptance and warehousing, and the delivery place shall be Party A's warehouse.

Article 5 Acceptance criteria ：

Both parties shall determine the sample of production variety before placing the order, and Party A and Party B shall use this and Production process The supervision requirements of the quality director (subject to the written requirements) shall be taken as the acceptance criteria. Party A must check and accept the products within 3 days after Party B delivers the goods to the designated place.

Article 6 Liability for breach of contract:

1. Because Party B fails to deliver the goods at the time required by Party A, Party B shall bear 1% of the total price of this batch of goods every day Liquidated damages ； If Party A fails to pick up the goods as required by the contract, Party B has the right to deduct Party A Deposit 。

2. If Party B produces or sells Party A's products, packaging, printing materials, etc. without authorization, once verified, Party B shall pay Party A no matter the quantity RMB 500000 yuan as penalty, and Party B shall be investigated for legal liability.

3. Any violation of other terms of this contract, Responsible party It shall bear 30% of the value of this batch of goods as liquidated damages.

4. If either party breaches the contract, the other party has the right to terminate the contract in addition to investigating the liability for breach of contract. Party A shall bear the legal liability arising from the incomplete or false trademark and authorization procedures provided by Party A, and Party A shall compensate for the economic losses caused to Party B.

Article 7 Term of Contract

The term of this contract is months, from MM/DD/YY to MM/DD/YY, and the production term is subject to the plan notice of Party A.

Article 8 In case of any dispute in the contract, both parties can settle it through negotiation, but no agreement can be reached

Directionality of Guangzhou Arbitration Commission Apply for arbitration 。

Article 9 original of a contract In duplicate, signed and sealed by local representatives of both parties

take effect.

Article 10 Other matters not covered herein shall be concluded separately.

Party A: Party B:

Representative: Representative:

Date: Date:

Outsourcing contract

Brief description: Client:____________________________________

Address: ____________ Postal code: ____________ Tel:____________

Legal representative: ____________ Post:____________

Customized by:____________________________________

-Model of OEM Contract

Client:____________________________________

Address: ____________ Postal code: ____________ Tel:____________

Legal representative: ____________ Post:____________

Customized by:____________________________________

Address: ____________ Postal code: ____________ Tel:____________

Legal representative: ____________ Post:____________

The ordering party entrusts the entrusting party to process ____________. After full negotiation, both parties hereby conclude this contract for mutual compliance.

Article 1 Finished products

number	name	Specifications	Company	number	remarks
one thousand	Product 1	one	Xxx units	one hundred	nothing
one thousand and one	Product 2	two	Xxx units	one hundred	nothing

Article 2 Quality requirements for processed products

Article 3 Supply method, specification, quantity and quality of raw materials

1. (If the work is completed with the raw materials of the entrusting party), the entrusting party must select the raw materials according to the contract and accept the inspection of the ordering party. If the client conceals the defects of raw materials or uses raw materials that do not conform to the provisions of the contract, which affects the quality of the customized products, the customized products have the right to request rework, repair, reduce the price or return the products.

2. (If the work is completed with customized raw materials, it shall clearly specify the Consumption quota )。 The ordering party shall provide raw materials according to the time, quantity, quality and specification specified in the contract. The entrusting party shall timely inspect the raw materials provided by the ordering party according to the contract. If they do not meet the requirements, the ordering party shall be notified to replace or supplement them immediately. The entrusting party shall not replace the raw materials provided by the ordering party without authorization, and shall not steal the parts of the repaired articles.

3. Delivery (delivery) of raw materials and other articles Date calculation , refer to Article 7.

Article 4 technical information Drawing provision method

1. Entrustment Fang Zai If the drawings or technical requirements provided are found to be unreasonable during the work according to the requirements of the ordering party, the ordering party shall be notified in a timely manner; The customized party shall reply within the specified time and put forward modification suggestions. If the entrusting party fails to get a reply within the specified time, it has the right to stop the work and notify the ordering party in time. The loss caused thereby shall be compensated by the ordering party.

2. The client shall strictly abide by the confidentiality requirements of the client for the entrusted work, and shall not retain the technical data without the consent of the client Replica 。

3. The ordering party shall provide technical data, drawings, etc. according to the specified date.

Article 5 Price or Remuneration

The price or remuneration shall be in accordance with the provisions of the state or the competent department. If there is no such provision, it shall be negotiated by both parties.

Article 6 Acceptance Criteria and Methods

1. The quality requirements, drawings and samples specified in the contract shall be taken as the acceptance criteria.

2. The ordering party shall accept the work completed by the entrusting party within the time limit specified in the contract. Before acceptance, the entrusting party shall submit necessary technical data and relevant quality certificates to the ordering party. It is difficult to find out about short-term inspection Quality defects Both parties shall negotiate and stipulate the warranty period in the contract. If problems occur during the warranty period, the client shall be responsible for repairing or replacing them, except for quality problems caused by improper use and storage by the ordering party.

3. In case of any dispute between the two parties in the inspection of the commissioned customized products and project quality, the legal Quality supervision Inspection agency Provide inspection certificate.

Article 7 Time and place of delivery

1. The time limit for delivery (delivery) of customized products shall be fulfilled in accordance with the provisions of the contract. If either party requests to deliver (submit) the customized goods in advance or in delay, it shall reach an agreement with the other party in advance and implement the agreement.

2. Calculation of the date of delivery (delivery) of customized goods: provided by the entrusting party Means of transport The delivery of customized products shall be subject to the stamp date received by the ordering party; If the transportation is entrusted to the transportation department, the date stamped by the carrier department when the customized goods are shipped shall prevail; In case of self delivery of the customized goods, the delivery date notified by the entrusting party shall prevail. However, the entrusting party must leave the necessary en route time for the ordering party when sending the notice of delivery of the customized goods; If otherwise agreed by both parties, it shall be calculated according to the agreed method.

Article 8 Packaging Requirements and Expenses

Article 9 Transportation Method and Cost Bearing

Article 10 Settlement method And term

Article 11 Miscellaneous

Article 12 Liability of the Client for breach of contract

1、 If the customized goods are not delivered or the work is not completed according to the quality specified in the contract, and the customized party agrees to use them, it shall Price based on quality , reduce remuneration or price as appropriate; If they do not agree to use them, they shall be responsible for repair or replacement and Overdue delivery Responsibility; After repair or replacement, if it still does not comply with the provisions of the contract, the ordering party has the right to reject it, and the losses caused thereby shall be compensated by the entrusting party.

2、 If the quantity of delivered customized goods or completed work is less than that specified in the contract, and the ordering party still needs it, it shall make up according to the quantity, and the part made up shall be treated as overdue delivery; The Client shall compensate the Client for the losses caused to the Client if the Client no longer needs the short or late delivery.

3、 If the customized goods are not packaged according to the contract and need to be repaired or repackaged, they shall be responsible for the repair or repackaging and bear the costs incurred. The customized party does not require repair or repacking Compensation for losses The entrusting party shall reimburse the ordering party for the part of the value of the unqualified packing materials that is lower than the value of the qualified packing materials. If the customized goods are damaged or lost due to the packaging not conforming to the provisions of the contract, the entrusting party shall compensate for the losses.

4、 In case of overdue delivery of customized products (including repair, replacement, supplementary delivery, etc.), liquidated damages of ____ yuan shall be paid to the ordering party; (If there is no specific provision in the contract, it shall be compared with People's Bank of China of Deferred payment According to the provisions of, liquidated damages shall be paid to the ordering party based on the total price of the overdue part.) If calculated based on remuneration, liquidated damages shall be paid at one thousandth of the total remuneration of the overdue part for each overdue day.

If the customized goods are delivered in advance without the consent of the customized party, the customized party has the right to reject them.

5、 If it is unable to deliver the customized goods or complete the work, it shall pay ____% (10%~30%) of the total price of the part that is unable to deliver the customized goods or complete the work or ____% (20%~60%) of the total remuneration as liquidated damages.

6、 If the customized goods delivered from other places do not conform to the provisions of the contract, the customized party shall temporarily Custody Shall pay the storage and maintenance fees actually paid by the ordering party.

7、 Customized goods that are shipped on behalf of others or delivered to the wrong place or Receiving unit (person), in addition to being responsible for transporting to the designated place or receiving unit (person) according to the contract, and bearing the overpayment Freight and miscellaneous charges And responsibility for overdue delivery of customized products.

8、 Because Poor storage If the raw materials, equipment, packaging and other articles provided by the ordering party are damaged or lost, the losses caused by the ordering party shall be reimbursed.

9、 If the raw materials provided by the ordering party are not inspected according to the method and time limit specified in the contract, or if the raw materials are found to be unqualified after inspection and the ordering party is not notified to replace or supplement them according to the time limit specified in the contract, the entrusting party shall Quality of work . Take responsibility for quantity.

10、 If the raw materials or repair parts provided by the ordering party are replaced without authorization, the ordering party has the right to reject them, and the entrusting party shall compensate the ordering party for the losses caused thereby. If the ordering party requires rework or repair, it shall comply with the requirements of the ordering party and bear the responsibility for overdue delivery.

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