2009-7-25 16:28
davis8211
Products and Territory 产品和区域
Obligations of the Distributor 经销商的义务
Exclusivity 代价代理
Direct Sales 直接销售
Sales outside the Territory 区域外的销售
Commitment not to compete 没有完成销售要承担的责任
Minimum Sales Objective 最低销售要求
Commitment to delivery of minimum amount 最低处出货量的要求
Conditions of Sale 销售条件
Prices and discounts 价格和折扣
Resale prices 零售价格
Terms of payment 付款方式
Commitment to inform the Supplier 通知供应商的任务
Commitment to inform the Distributor 通知经销商的任务
Confidentiality 保密协议
External distribution network 经销商的外部网络
Brand names, trade marks, logos and other industrial property rights 品牌/商标等使用权力
18. Minimum Stock 最低的存货量
19. Inspection of facilities and operations 对设备和操作的监控
20. Technical assistance 技术支持
21. After-sales service and maintenance 售后服务
22. Supplier’s Warranty 供应商的
23. Distributor’s Guarantee 经销商的
24. Supplier’s responsibilities 供应商的责任
25. Advertising and publicity 广告和推广
26. Taxation 税
27. Early termination 提前终止合同
28. Compensation for termination of contract 提前终止合同的赔偿
29. Term of contract 合同条款
30. Repurchase of Products 再买产品的要求
31. Return of promotional material and samples 退回促销的材料和样板
32. Arbitration 仲裁
33. Amendments and additions 合同的更改和附件
34. Assignment of contract 合同的签署
35. Language 合同的语言
-Annex I.- Products and Territory
2009-7-25 17:23
禾木215
Exclusive Distributorship Agreement
This agreement is made and entered into on Mar. 13, 2003 by and between Chengdu Enwei Group of PRC, a company duly organized and existing under and by the laws of the People’s Republic of China, with its principal place of business at 28 Chuangye Road, Hi-Tech Development Zone, Chengdu, Sichuan, PRC (hereinafter referred to as Supplier) and________________________, a company duly organized and existing under and by laws of __________________, with its principal place of business at _____________________ (hereinafter referred to as Distributor).
Supplier and Distributor agree as follow:
Article 1. Appointment During the effective period of this agreement, Supplier herby grants to Distributor the exclusive right to sell the under-mentioned products in the Territory and Distributor accepts and assumes such appointment for the sale of these products in the Territory: Products:
Article 2. Confidentiality
The relationship hereby established between Supplier and Distributor, during the effective period of this agreement, shall be solely that of Seller and Buyer, and Distributor shall under no circumstances be considered to be the agent or legal representative of Supplier, and shall have no right or authority to contract in the name of, or to create a liability against the Supplier.
Article 3. Product
The product covered under this agreement shall expressly be confined to the under-mentioned items sold and exported by Supplier. . Product name:
Article 4. Territory ----------------(Hereinafter referred to as Territory) Distributor shall resell Products only in authorized territory and shall not resell or export Products outside Territory during the effective period of this agreement.
Article 5. Prohibition of Competitive Transaction In consideration of the exclusive right herein granted, during the effective period of this agreement, Supplier shall not, directly or indirectly, sell or export products to territory through any other channels than Distributor, and Distributor shall not directly or indirectly, purchase, sell or otherwise deal in any products of the same kind as, similar to or competitive with products in Territory.
Article 6. Annual Minimum Purchase & Minimum 1st Order Distributor shall, during the effective period of this agreement, purchase from Supplier no less than———————————————— on FOB Chinese port basis during one year and Product is considered purchased when shipped by Supplier. In case Distributor fails to attain the minimum annual purchase, Supplier reserves the right to cancel this agreement. Within three (3) months period from the effect date of this agreement, the 1st order from Distributor no less than
——————————on FOB Chinese port basis. In case Distributor has not placed the first order at this amount within above-mentioned three (3) months period, Supplier has the right to cancel this agreement.
Article 7. Individual Contract Each individual contract under this agreement shall be subject to this Agreement, the quantities, prices, payment and shipment of Products shall be confirmed on each transaction. See Sales Confirmation for details.
Article 8. Information and Report Both Supplier and Distributor shall from time to time and/or on the request of either party furnish each other with information and market reports to promote the sale of products as much as possible. Distributor shall give Supplier such reports as inventory, market conditions and other activities of Distributor.
Article 9. Promotion Distributor shall exert his best efforts in advertisement and promotion the sale of Products throughout territory in an effective manner on his account and Supplier shall provide Distributor free of charge with reasonable quantities of advertising or promotion materials such as advertising literatures, catalogues, leaflets and other materials which Supplier deems useful for Distributor in his activities under this Agreement.
Article 10. Trademark
Distributor may use the trademark of Supplier during the effective period of this agreement in the connection with the sale of products, and even after the termination of this agreement, Distributor may use the trademark in the connection with the sale of product held by him in the stock at the time of termination. Any and all the rights herein granted by Supplier to Distributor shall terminate upon the termination of this agreement, and Distributor shall henceforth cease to exercise any right or rights granted under this agreement. In case Distributor has found that Supplier’s trademark, patents, copyrights and other industrial property rights are infringed by any third party, Distributor should promptly inform Supplier of such infringement and assist Supplier in taking necessary steps to protect his rights effectively. In case any dispute and/or claim arises in connection with the above right or rights, Supplier shall have the right to cancel this agreement at his own discretion and hold himself free from any liability arising therefore.
Article 11. Duration This agreement shall be valid and remain in force for a period of two (2) years commencing from the date signed and stamped. At the end of the effective period of this agreement, in case both party agreed, this agreement can be extended. And if the Distributor can maintain the annual sales target set by the Supplier, the Supplier shall by no means terminate the Distributing rights of the Distributor without any valid reason and re-appoint another Distributor.
Article 12. Cancellation and Termination
(1) In case there is any breach of the provision under this agreement by either party during the effective period of this agreement, the parties hereto shall first of all try to settle the matter in question as soon and amicable as possible to mutual satisfaction. Unless settlement is reached within thirty (30) days after the notification in written of the other party, such other party shall have the right to cancel this agreement and the loss and damage sustained thereby shall be indemnified by the party responsible for such breach.
(2) Further in the event of bankruptcy, insolvency, dissolution, modification, consolidation, receivership proceedings affecting the operation of business or discontinuation of business for any reason and/or reorganizing by the third party, either of parties hereto shall have the absolute right to terminate this agreement forthwith.
Article 13. Entire Agreement
This agreement constitutes the entire and only agreement between the parties hereto and supersedes all previous negotiations and agreements relating to the sale of Products. This agreement shall not be modified and changed in any manner except mutual consent in written signed by a duly authorized representative of each the parties hereto.
Article 14. Priority Rights Distributor has the priority right of distributing other products of Supplier’s in the Territory. Distributor has the right to add or reduce type(s) of the Product on the basis of friendly negotiation with Supplier relying on the assessment of market demand.
Article 15. The original Agreement duly signed and held by both parties takes effect on the date of duly confirmation by both parties.
Article 16. Others: Distributor and Supplier shall friendly negotiate all the matters concerned but not covered in this Agreement, in result all the Supplementary Agreements arising from it shall automatically exist as an indiscerptible part of the Agreement, and take on the equal force adeffect. ______________________ __________________________
(Sign and stamp by Supplier) (Sign and stamp by Distributor)
这是我在网上查到的，可是没有中文:(