Sample Distribution Contract独家代理经销合同英文版
中英文双语独家经销协议
独家经销协议No:编号:1.This agreement is entered on June , 2022, by and between,_________________ Inc (AA), currently located __________________ AndInc,(BB),currently located __________________某公司(以下称 AA)位于_____________________________和中国公司(以下简称 BB),地址电话联系人于 2022 年月日签署本合同。
2.Definition定义2.1 Item & Product of Sole Distribution (the Product) is 独家经销的产品(以下简称产品)是2.2Distribution Area (the Area) includes , , 独家经销的区域(以下简称经销区域)是(国家或者地区名称)2.3 Duration of the Agreement is from (date) to (date).本协议的期限从(日期)到(日期)止。
3.Both parties agree that AA may sell the Product in the Area as the Sole Distributor of BB. BB promises that BB neither can sell, nor can allow any third party to sell the Product to the Area beside AA.双方允许,AA 可以在经销区域以 BB 公司的独家经销商销售产品。
BB 承诺 BB 不能自行销售,也不能允许任何第三方销售产品给经销区域内的客户。
4.Orders定单4.1 AA places orders to BB to purchase. The orders shallincorporate this Agreement automatically.AA 给 BB 下定单采购产品。
独家经销协议英文范本
独家经销协议（英文）APPOINTMENT OF EXCLUSIVE DISTRIBUTOR AGREEMENTDated 08th January 20021 Parties(1) (name of principal) whose registered office is in the PR of China at the address …. ('the Principal')(2) (name of principal’s agent) whose registered office i n the PR of China at the address …. ('the Principal’s agent')2 Recitals2.1 The Principal manufactures goods including the Products2.2 The Principal’s agent trades with the Products of the Principal2.3 The Distributor wishes to sell the Products in the Territory3 DefinitionsThe following terms shall have the following meanings:3.1 'Business': the promotion and sale of the Products by the Distributor and all matters related3.2 'Commencement Date': the date set out at the head of this Agreement3.3 'Conditions': the provisions contained in clauses [5] to [9] which shall be incorporated into this Agreement in their entirety3.4 'Consignment': each shipment of Products made by the Principal and/or the Principal’s agent in response to an order placed in accordance with the terms of this Agreement by the Distributor3.5 'Currency': US Dollars3.6 'Documents': the documents which must be presented in order to obtain payment under the respective sales contract pursuant to whicha documentary credit is opened3.7 'Expiry Date': within 2 [two] years after Commencement Date unless extended as per clause [5.6] of this Agreement3.8 Trade Name: (insert details)3.9 'Minimum Annual Performance': sales of the Products in each year of the Term3.10 'Products': the products briefly described in Schedule 13.11 'Rights': the sole and exclusive right of the Distributor to carry on:3.11.1 the Business3.11.2 for the Term3.11.3 in the Territory3.12 'Term': the period starting on the Commencement Date and ending on the Expiry Date unless earlier determined as provided in this Agreement3.13 'Territory': the territory of the State of Israel4 Grant and reservations4.1 The Principal grants to the Distributor the Rights4.2 The Principal agrees not to appoint any other person to act asits distributor of the Products in the Territory during the Term4.3 Without prejudice to the remaining provisions of this Agreement the Principal reserves the right to vary the Price of the Products subject current market prices at the time of receiving an order from the DistributorCONDITIONS5 Principal's obligationsThe Principal agrees with the Distributor throughout the Term:5.1 Sole and exclusive distributorNeither itself nor through any agent or other distributor lawfully acting for it directly or indirectly to infringe the Rights5.2 Support and informationTo support the Distributor in its efforts to promote the Business and sales of the Products and in particular at its own expense5.2.1 to supply trial samples of the Products upon request from the Distributor5.2.2 to provide and promptly update information about the Products 5.3 IndemnityTo indemnify and keep indemnified the Distributor from and against any and all loss damage or liability whether criminal or civil suffered and legal fees and costs incurred by the Distributor in the course of conducting the Business and resulting from:5.3.1 any act, neglect or default of the Principal, the Principal’s agent or their agents, employees, licensees or customers5.3.2 any successful claim by any third party alleging libel or slander in respect of any matter arising from the supply of the Products or the conduct of the Business in the Territory providedthat such liability has not been incurred by the Distributor through any default in carrying out the terms of this Agreement5.4 Delivery of ProductsSubject to availability to supply to the Distributor or the customers of the Distributor in the Territory the Products in accordance with orders received from the Distributor which:5.4.1 comply in all respects with relevant governmental or other regulations in the Territory5.4.2 are of merchantable quality5.4.3 conform to sample and specification limits5.4.4 are at prices notified to the Distributor by the Principal on a case to case basis5.4.5 are delivered with all reasonable dispatch as provided in the specific sales contract5.5 Extension of TermTo extend the Term for one further period of two years without break in continuity provided that the Distributor:5.5.1 has properly observed and performed its obligations under this Agreement throughout the Term5.5.2 serves a notice on the Principal requiring such extension not later than 30 days before the Expiry Date5.5.3 accepts that the terms of this Agreement shall apply to any extension of the Term under this clause5.6 Extension of Territory5.6.1 To give to the Distributor not less than 60 days' written prior notice of the Principal's intention to appoint any person other than the Distributor and of the terms of such appointment:5.6.1.1 to sell the Products or goods similar to the Products5.6.1.2 in any places adjoining the perimeter of the Territory5.6.2 Such notice may be treated by the Distributor as an offer of an equivalent appointment and before its expiry the Distributor may give written notice to the Principal that it will take up such appointment on such terms5.6.3 Not to offer to any other person terms more favourable than those contained in the notice within 90 days of the expiry of the notice5.7 Extension of ProductsTo add to the Products the goods regularly produced by the Principal and/or traded by the Principal’s agent provided that the Distributor: 5.7.1 has properly observed and performed its obligations under this Agreement so far5.7.2 has achieved the Minimum Annual Performance so far5.7.3 executes an annex to this Agreement in respect of the addition 5.8 No assignmentNot to assign the benefit of this Agreement without the prior consent of the Distributor6 Distributor's obligationsThe Distributor agrees with the Principal throughout the Term:6.1 DiligenceAt all times to work diligently to protect and promote the interests of the Principal6.2 Exclusive agency and territoryNot without the previous consent in writing of the Principal to be concerned or interested either directly or indirectly in the supplyof any goods in the Territory which are similar to or competitivewith the Products6.3 Diligently to promoteAt all times diligently to promote and procure sales of the Productsthroughout the Territory and in particular to achieve the Minimum Annual Performance by appropriate means including:6.3.1 personal visits to and correspondence with such purchasers6.3.2 advertising and distribution of publicity matter subject however to the specific prior approval in writing in all cases by the Principal of the form and extent of such advertising and publicity matter6.4 Good faithIn all matters to act loyally and faithfully toward the Principal6.5 Compliance6.5.1 To conduct the Business in an orderly and businesslike manner 6.5.2 To comply in the conduct of the Business with all laws and bylaws of a governmental nature applicable to the Business6.6 DisclosureOn entering into this or any other agreement or transaction with the Principal during the Term or any continuation of it to make full disclosure of all material circumstances and of everything known toit respecting the subject matter of the relevant conduct or transaction which would be likely to influence the conduct of the Principal.6.7 Pass on information6.7.1 To refer to the Principal any inquiries from prospective customers or other leads outside the Territory6.7.2 To supply to the Principal information which may come into its possession which may assist the Principal to effect sales or other dealings for the Business or in the Products outside the Territory 6.8 Secrecy6.8.1 Not at any time during or after the Term to divulge or allow to be divulged to any person any confidential information relating to the goods, business or affairs of the Principal other than to persons who have signed a secrecy undertaking in the form approved by the Principal6.8.2 Not to permit any person to act or assist in the Business until such person has signed such undertaking6.9 DisputesIn the event of any dispute arising between the Distributor and a customer or prospective customer, forthwith to inform the Principal and provide the Principal with details of the circumstances of the dispute.6.10 NoticeTo comply with the terms of any Default Notice as defined in clause [8.2] specifying a breach of the provisions of this Agreement and requiring the breach to be remedied so far as it may be but nothingin this clause is intended to require the Principal to serve notice of any breach before taking action in respect of it6.11 Sub-distributors6.11.1 To appoint sub-distributors6.11.2 To be responsible for the activities of any properly appointed sub-distributors6.12 Assignment6.12.1 Not to assign charge or otherwise deal with this Agreement in any way without the consent of the Principal6.12.2 In the case of an intended assignment by the Distributor such consent shall not be unreasonably withheld subject that the proposed assignee shall agree directly with the Principal to be bound by the terms of this Agreement6.13 Grant backIf at any time during the Term the Distributor makes or discovers any improvements to the Business and/or the marketing of the Products forthwith to provide the Principal with all necessary details.6.14 Prompt paymentTo pay promptly all sums due to the Principal in respect of the supply by the Principal to the Distributor of the Products.6.15 IndemnityTo indemnify and keep indemnified the Principal from and against any and all loss damage or liability (whether criminal or civil) suffered by the Principal resulting from a breach of this Agreement by the Distributor including any act, neglect or default of theDistributor's agents, employees, licensees or customers.6.16 Pay expensesTo pay all expenses of and incidental to the carrying on of the Business6.17 No warrantiesNot to make any representations to customers or to give any warranties other than those contained in any standard terms and conditions laid down by the Principal from time to time6.18 Act as principalIn all correspondence and other dealings relating directly or indirectly to the sale or other dispositions of the Products clearly to indicate that it is acting as principal7 TerminationThis Agreement shall terminate:7.1 TimeOn the Expiry Date or pursuant to clause [5.6] of this Agreement7.2 Low ordersIn the event that the Minimum Annual Performance is not achieved at any time subject to clause [8.2] of this Agreement.7.3 Fundamental breachOn the occurrence of any of the following events which are fundamental breaches of this Agreement:7.3.1 failure to comply with the terms of any Default Notice as defined in clause [8.2] within the time stipulated7.3.2 infringement of the Rights7.3.3 unfair price quotation from the Principal and/or thePrincipal’s agent7.4 InsolvencyIf the Distributor goes into liquidation either compulsory or voluntary (save for the purpose of reconstruction or amalgamation) or if a receiver is appointed in respect of the whole or any part of its assets or if the Distributor makes an assignment for the benefit of or composition with its creditors generally or threatens to do any of these things or any judgment is made against the Distributor or any similar occurrence under any jurisdiction affects the Distributor8 Termination consequences8.1. Compensation for termination8.1.1 In case of termination of this Agreement pursuant to clause7.3.2 the Distributor shall be entitled to receive compensation amounting to $ 500 000 [five hundred thousand US Dollars]8.1.2 The compensation shall be paid to the Distributor not later than 15 days after the date of termination8.2 Default noticeIn the event of a breach by any party of any of the provisions ofthis Agreement other than a fundamental breach specified in Clause [7.3] the other party may serve notice requiring the breach to be remedied within a reasonable time stipulated in that notice but nothing in this clause shall require the party to serve notice of any breach before taking action in respect of it8.3 Existing rightsThe expiry or termination of this Agreement shall be without prejudice to any rights, which have already accrued, to either of the parties under this Agreement9 Miscellaneous9.1 WarrantyEach of the parties warrants its power to enter into this Agreement and has obtained all necessary approvals to do so9.2 The Distributor warrants that it is not at the time of entering into this Agreement insolvent and knows of no circumstance which would entitle any creditor to appoint a receiver or to petition for winding up or to exercise any other rights over or against its assets 9.3 Force majeureBoth parties will be released from their respective obligations inthe event of national emergency, war, prohibitive governmental regulations or if any other cause beyond the reasonable control of the parties renders performance of the Agreement impossible.9.4 SeveranceIn the event that any provision of this Agreement is declared by any judicial or other competent authority to be void, voidable, illegal or otherwise unenforceable the parties shall amend that provision in such reasonable manner as achieves the intention of the parties without illegality or the remaining provisions of this Agreementshall remain in full force and effect unless each of the parties at its own discretion decides that the effect of such declaration is to defeat the original intention of the parties in which event the said party shall be entitled to terminate this Agreement by 60 days' notice to the other parties and the provisions of clause [8] shall apply accordingly9.5 Whole agreementThe Distributor acknowledges that this Agreement contains the whole agreement between the parties and it has not relied upon any oral or written representations made to it by the Principal, the Principal’s agent or their employees or agents and has made its own independent investigations into all matters relevant to the Business9.6 Supersedes prior agreementsThis Agreement supersedes any prior agreement between the parties whether written or oral and any such prior agreements are cancelled as at the Commencement Date but without prejudice to any rights which have already accrued to either of the parties9.7 Change of addressEach of the parties shall give notice to the other of change or acquisition of any address or telephone telex or similar number as soon as practicable and in any event within 48 hours of such change or acquisition9.8 NoticesAny notice to be served on either of the parties by the other shall be sent by prepaid recorded delivery or registered post or by telex or by electronic mail and shall be deemed to have been received by the addressee within 72 hours of posting or 24 hours if sent by telex or by electronic mail to the correct telex number (with correct answerback) or correct electronic mail number of the addressee9.9 Joint and severalAll agreements on the part of either of the parties which comprises more than one person or entity shall be joint and several and the neuter singular gender throughout this Agreement shall include all genders and the plural and the successors in title to the parties9.10 No partnershipThe parties are not partners or joint venturers nor is theDistributor able to act as agent of the Principal save as authorised by this Agreement9.11 Proper law and jurisdiction9.11.1 This Agreement shall be governed by the substantive law of the Republic of Bulgaria in every particular including formation and interpretation and shall be deemed to have been made in Bulgaria9.11.2 Any disputes from this agreement or concerning disputesarising from or concerning its interpretation, invalidity, non-performance or termination, as well as disputes filling gaps in the agreement or its adaptation to newly arisen circumstances, shall be settled by the Arbitration Court at ……Chamber of Commerce and Industry in accordance with its Rules for Cases Based on Arbitration Agreements.9.11.3 The Arbitration Court shall consist of five arbitrators – one nominated by the Principal, one nominated by the Principal’s agent, one nominated by the Distributor and two to be elected by the three nominee arbitrators unanimously.9.11.4 The language of the Arbitration proceedings shall be English.9.11.5 Any notice of proceedings or other notices in connection with or which would give effect to any such proceedings may without prejudice to any other method of service be served on any party in accordance with clause [9.12]9.11.6 The decision of the Arbitration Court shall be final and binding upon the parties.9.11.7 The expenses for the arbitration shall be borne by the losing party and in case of joint liability shall be evenly distributed among the parties.9.12 Survival of termsNo term shall survive expiry or termination of this Agreement unless expressly provided9.13 WaiverThe failure by the Principal to enforce at any time or for any period any one or more of the terms or conditions of this Agreement shall not be a waiver of them or of the right at any time subsequently to enforce all terms and conditions of this Agreement9.14 CostsEach of the parties shall pay the costs and expenses incurred by itin connection with this Agreement unless otherwise expressly provided in this Agreement.9.15 Acceptance and delivery9.15.1 AcceptanceOrders shall be regarded as provisionally accepted to the extent notified in writing by the Principal, whereas such acceptance shallnot be unreasonably withheld9.15.2 Shipping datesShipping dates and estimates of time of arrival shall be the last available or known to the Principal and shall not be of the essence of this Agreement9.15.3 CarriageThe Principal shall as agent for the Distributor if requested contract on the usual terms for the carriage of the Consignment toits destination which may be the Territory by the usual route for such destination by a suitable means of transportation whether by land, sea or air or if necessary a combination of land sea and air and the Principal shall pay freight charges if obliged to as per the terms of the specific sales contract.9.15.4 InsuranceThe Principal as agent for the Distributor if requested shall effect in transferable form a policy of insurance against the risks involved in transporting the Consignment to its destination9.15.5 Certificates of origin and other documentation9.15.5.1 The Principal shall at its own expense obtain for the Distributor any certificates of origin, consular invoices or other documents the Distributor may require9.15.5.2 The Principal shall render to the Distributor at thelatter's request, risk and expense every assistance in obtaining any documents other than those mentioned in clause [9.15.5.1] which the Distributor may require for the importation of the Consignment into the country of destination (and where necessary its passage intransit through another country)9.15.5.3 It shall be the Principal's agent responsibility to obtain any necessary licence for the export of the Consignment to the country of destination9.16 Packing for delivery and risk in transit9.16.1 Unless otherwise requested the Principal shall pack the Consignment in a manner reasonably suitable for safe transportation to the Territory9.16.2 The Principal and/or the Principal’s agent shall at the request of the Distributor pack any Consignment in any special way reasonably required for delivery to any destination within the Territory designated by the Distributor and shall arrange freight and insurance to such destination as agent for the Distributor9.17 Defective Consignment9.17.1 If the Distributor notifies the Principal of any defect in a Consignment upon arrival the Principal shall be entitled to take all necessary steps to ascertain the cause of the defect and in the event that the Principal shall determine that the defects are inherent ordue to loss or damage occurring before the risk of loss or damage passed to the Distributor the Distributor will co-operate with the Principal in taking whatever steps are necessary to bring the Consignment up to specification9.17.2 Each Consignment of the Products, which the Principal shall make, shall be regarded as a separate contract of sale and no single default in a Consignment shall give grounds for termination by the Distributor10 CounterpartsThis agreement may be executed in any number of counterparts and all of such counterparts taken together shall be deemed to constitute one and the same instrument.IN WITNESS whereof the parties hereto have caused this agreement to be duly executed on the date written above.Executed as a deed (but not delivered until the date hereof) and the common seal of ……. Ltd., PR of China affixed in the presence of: ......................................, DirectorExecuted as a deed (but not delivered until the date hereof) and the common seal of ……. Ltd., PR of China affixed in the presence of: ......................................, DirectorSigned as a deed and Delivered (but not until the date hereof) and the common seal of in the presence of: ......................................。
独家代理销售合同英文
独家代理销售合同英文Exclusive Sales Agency AgreementThis Exclusive Sales Agency Agreement (the “Agreement”) is made on the [date] between [Company A], a [country] corporation, with its principal place of business at [address] (“Principal”), and [Company B], a [country] corporation, with its principal place of business at [address] (“Agent”).WHEREAS, Principal is engaged in the sale of[products/services]; andWHEREAS, Agent desires to serve as the exclusive sales agent for the sale of such products within the territories of [territories];NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:1. AppointmentPrincipal hereby appoints Agent as its exclusive sales agent in the territories of [territories] for the sale of [products/services]. Agent accepts such appointment and agrees to use its best efforts to promote and sell such products in the territories and to act ingood faith in the performance of its obligations under this Agreement.2. TermThis Agreement shall commence on [date] and shall continue for a period of [term] (the “Term”), unless earlier terminated as provided herein. This Agreement may be renewed upon mutual agreement of the parties.3. TerritoryThe territory of this Agreement shall be the territories of [territories].4. Sales and MarketingAgent will use its best efforts to promote and sell the products in the territories. Agent shall conduct its activities in accordance with all applicable laws and regulations.5. Pricing and PaymentPrice of the products sold shall be set by Principal. Agent shall be entitled to a commission based on the value of the products sold during the Term. Commission rates and payment terms shall be as set forth in Schedule A attached hereto.6. Obligations of AgentAgent shall perform its duties hereunder in a diligent and professional manner. Without limiting the generality of the foregoing, Agent shall:(a) devote sufficient time and resources to the selling activities contemplated hereunder;(b) maintain appropriate facilities and personnel necessary for the purposes of selling the products;(c) keep accurate records of receipts, sales and returns relating to the products;(d) provide such reports as may be reasonably requested by Principal from time to time; and(e) not engage in any activities that would harm the reputation of Principal.7. Obligations of PrincipalPrincipal shall perform its duties hereunder in a diligent and professional manner. Without limiting the generality of the foregoing, Principal shall:(a) provide Agent with all necessary sales and marketing materials;(b) provide technical assistance and training to Agent, as necessary;(c) timely deliver the products to Agent;(d) provide such reports as may be reasonably requested by Agent from time to time; and(e) not engage in any activities that would harm the reputation of Agent.8. Termination(a) Either party may terminate this Agreement at any time upon [notice period] days prior written notice.(b) Either party may terminate this Agreement immediately upon the other party’s breach of a material term of this Agreement.9. RemediesIn the event of any breach of this Agreement by either party, the non-breaching party shall have any and all rights and remedies available under law, including without limitation the right to recover damages and terminate this Agreement.10. Governing LawThis Agreement shall be governed by and construed in accordance with the laws of [country].11. ConfidentialityAgent shall keep confidential and not disclose to any third party any information it obtains in connection with this Agreement, except as required by law.12. Entire AgreementThis Agreement constitutes the entire understanding of the parties and supersedes all prior negotiations, understandings and agreements between them, whether verbal or written. This Agreement may not be amended except in writing signed by both parties.IN WITNESS WHEREOF, the parties have executed this Exclusive Sales Agency Agreement as of the date first above written.[Company A]By:Name:Title:[Company B]By:Name:Title:Schedule A – Commission RatesThe commission rate payable to Agent shall be [rate]% of the net sales value of the products sold by Agent in the territories.Payment of commission shall be made [payment terms].。
独家经销英文合同范本
独家经销英文合同范本Exclusive Distribution ContractThis Exclusive Distribution Contract (the "Contract") is made and entered into on [date] and between:Party A:Name: [Company Name of Party A]Address: [Address of Party A]Contact Person: [Contact Person of Party A]Telephone Number: [Telephone Number of Party A]Fax Number: [Fax Number of Party A]E Address: [E Address of Party A]Party B:Name: [Company Name of Party B]Address: [Address of Party B]Contact Person: [Contact Person of Party B]Telephone Number: [Telephone Number of Party B]Fax Number: [Fax Number of Party B]E Address: [E Address of Party B]WHEREAS, Party A is engaged in the manufacture and sale of [Product Name] (the "Products") and desires to appoint an exclusive distributor for the Products in the territory specified herein; andWHEREAS, Party B has the necessary marketing and distribution capabilities and is willing to act as the exclusive distributor of the Products in the territory specified herein.NOW, THEREFORE, in consideration of the mutual covenants and agreements contned herein, the parties agree as follows:1. AppointmentParty A here appoints Party B as the exclusive distributor of the Products in the territory of [Territory Name] (the "Territory") for a period of [Duration] mencing from the date of this Contract.2. Obligations of Party A2.1 Party A shall supply the Products to Party B in accordance with the terms and conditions of this Contract.2.2 Party A shall provide Party B with marketing materials, technical support and trning as reasonably required Party B.2.3 Party A shall ensure the quality of the Products and shall be responsible for any product defects or quality issues.3. Obligations of Party B3.1 Party B shall purchase the Products from Party A at the prices and on the terms specified in this Contract.3.2 Party B shall use its best efforts to promote and sell the Products in the Territory and shall achieve the minimum sales targets as mutually agreed the parties.3.3 Party B shall not sell the Products outside the Territory without the prior written consent of Party A.3.4 Party B shall mntn an adequate inventory of the Products to meet the market demand.4. Prices and Payment4.1 The prices of the Products shall be as specified in the price list attached hereto as Appendix A. Party A reserves the right to adjust the prices upon prior written notice to Party B.4.2 Party B shall make payment for the Products within [Payment Period] days from the date of invoice.5. Intellectual PropertyParty A retns all rights, and interest in and to the trademarks, trade names, copyrights and other intellectual property related to the Products. Party B shall not use such intellectual property without the prior written consent of Party A.6. ConfidentialityBoth parties shall keep confidential all information relating to this Contract and the business of the other party which is disclosed during the term of thisContract and shall not disclose such information to any third party without the prior written consent of the disclosing party.7. Termination7.1 This Contract may be terminated either party in the event of a material breach of this Contract the other party, provided that the breaching party is given written notice of the breach and fls to cure the breach within [Cure Period] days.7.2 This Contract shall automatically terminate upon the expiration of the term specified herein.8. Governing Law and Dispute Resolution8.1 This Contract shall be governed and construed in accordance with the laws of [Jurisdiction].8.2 Any dispute arising out of or in connection with this Contract shall be resolved through friendly negotiation. If the dispute cannot be resolved through negotiation within [Negotiation Period] days, either party may submit the dispute to arbitration in accordance with the rules of [Arbitration Institution].9. Miscellaneous9.1 This Contract constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, whether oral or written.9.2 This Contract may be amended or modified only a written instrument signed both parties.9.3 This Contract is binding upon and inures to the benefit of the parties and their respective successors and assigns.IN WITNESS WHEREOF, the parties have executed this Contract as of the date first above written.Party A: [Signature and Seal]Party B: [Signature and Seal]Date: [Date]Appendix A: Price ListPlease note that the above contract is a basic template and may need to be customized based on the specific circumstances and requirements of the transaction. It is remended to seek legal advice before entering into any contractual agreement.。
独家经销协议英文精编
独家经销协议英文精编 Document number：WTT-LKK-GBB-08921-EIGG-22986独家经销协议（英文）APPOINTMENT OF EXCLUSIVE DISTRIBUTOR AGREEMENTDated 08th January 20021 Parties(1) (name of principal) whose registered office is in the PR of China at the address …. ('the Principal')(2) (name of principal’s agent) whose registered office in the PR of China at the address …. ('the Principal’s agent')2 RecitalsThe Principal manufactures goods including the ProductsThe Princi pal’s agent trades with the Products of the PrincipalThe Distributor wishes to sell the Products in the Territory3 DefinitionsThe following terms shall have the following meanings:'Business': the promotion and sale of the Products by the Distributor and all matters related'Commencement Date': the date set out at the head of this Agreement'Conditions': the provisions contained in clauses [5] to [9] which shall be incorporated into this Agreement in their entirety'Consignment': each shipment of Products made by the Principal and/or the Principal’s agent in response to an order placed in accordance with the terms of this Agreement by the Distributor'Currency': US Dollars'Documents': the documents which must be presented in order to obtain payment under the respective sales contract pursuant to which a documentary credit is opened'Expiry Date': within 2 [two] years after Commencement Date unless extended as per clause [] of this AgreementTrade Name: (insert details)'Minimum Annual Performance': sales of the Products in each year of the Term'Products': the products briefly described in Schedule 1'Rights': the sole and exclusive right of the Distributor to carry on:the Businessfor the Termin the Territory'Term': the period starting on the Commencement Date and ending on the Expiry Date unless earlier determined as provided in this Agreement'Territory': the territory of the State of Israel4 Grant and reservationsThe Principal grants to the Distributor the RightsThe Principal agrees not to appoint any other person to act as its distributor of the Products in the Territory during the TermWithout prejudice to the remaining provisions of this Agreement the Principal reserves the right to vary the Price of the Products subject current market prices at the time of receiving an order from the DistributorCONDITIONS5 Principal's obligationsThe Principal agrees with the Distributor throughout the Term:Sole and exclusive distributorNeither itself nor through any agent or other distributor lawfully acting for it directly or indirectly to infringe the RightsSupport and informationTo support the Distributor in its efforts to promote the Business and sales of the Products and in particular at its own expenseto supply trial samples of the Products upon request from the Distributorto provide and promptly update information about the ProductsIndemnityTo indemnify and keep indemnified the Distributor from and against any and all loss damage orliability whether criminal or civil suffered and legal fees and costs incurred by the Distributor in the course of conducting the Business and resulting from:any act, neglect or default of the Principal, the Principal’s agent or their agents, employees, licensees or customersany successful claim by any third party alleging libel or slander in respect of any matter arising from the supply of the Products or the conduct of the Business in the Territory provided that such liability has not been incurred by the Distributor through any default in carrying out the terms of this AgreementDelivery of ProductsSubject to availability to supply to theDistributor or the customers of the Distributor inthe Territory the Products in accordance with orders received from the Distributor which:comply in all respects with relevant governmental or other regulations in the Territoryare of merchantable qualityconform to sample and specification limitsare at prices notified to the Distributor by the Principal on a case to case basisare delivered with all reasonable dispatch as provided in the specific sales contractExtension of TermTo extend the Term for one further period of two years without break in continuity provided that the Distributor:has properly observed and performed itsobligations under this Agreement throughout the Termserves a notice on the Principal requiring such extension not later than 30 days before the Expiry Dateaccepts that the terms of this Agreement shall apply to any extension of the Term under this clauseExtension of TerritoryTo give to the Distributor not less than 60 days' written prior notice of the Principal's intention to appoint any person other than the Distributor and of the terms of such appointment:to sell the Products or goods similar to the Productsin any places adjoining the perimeter of the TerritorySuch notice may be treated by the Distributor as an offer of an equivalent appointment and beforeits expiry the Distributor may give written notice to the Principal that it will take up such appointment on such termsNot to offer to any other person terms more favourable than those contained in the noticewithin 90 days of the expiry of the noticeExtension of ProductsTo add to the Products the goods regularly produced by the Principal and/or t raded by the Principal’s agent provided that the Distributor:has properly observed and performed itsobligations under this Agreement so farhas achieved the Minimum Annual Performance so farexecutes an annex to this Agreement in respect of the additionNo assignmentNot to assign the benefit of this Agreement without the prior consent of the Distributor6 Distributor's obligationsThe Distributor agrees with the Principal throughout the Term:DiligenceAt all times to work diligently to protect and promote the interests of the PrincipalExclusive agency and territoryNot without the previous consent in writing of the Principal to be concerned or interested either directly or indirectly in the supply of any goodsin the Territory which are similar to or competitive with the ProductsDiligently to promoteAt all times diligently to promote and procure sales of the Products throughout the Territory and in particular to achieve the Minimum Annual Performance by appropriate means including:personal visits to and correspondence with such purchasersadvertising and distribution of publicity matter subject however to the specific prior approval in writing in all cases by the Principal of the form and extent of such advertising and publicity matterGood faithIn all matters to act loyally and faithfully toward the PrincipalComplianceTo conduct the Business in an orderly and businesslike mannerTo comply in the conduct of the Business with all laws and bylaws of a governmental nature applicable to the BusinessDisclosureOn entering into this or any other agreement or transaction with the Principal during the Term or any continuation of it to make full disclosure of all material circumstances and of everything known to it respecting the subject matter of the relevant conduct or transaction which would be likely to influence the conduct of the Principal.Pass on informationTo refer to the Principal any inquiries from prospective customers or other leads outside the TerritoryTo supply to the Principal information which may come into its possession which may assist the Principal to effect sales or other dealings for the Business or in the Products outside the TerritorySecrecyNot at any time during or after the Term to divulge or allow to be divulged to any person any confidential information relating to the goods, business or affairs of the Principal other than to persons who have signed a secrecy undertaking in the form approved by the PrincipalNot to permit any person to act or assist in the Business until such person has signed such undertakingDisputesIn the event of any dispute arising between the Distributor and a customer or prospective customer, forthwith to inform the Principal and provide the Principal with details of the circumstances of the dispute.NoticeTo comply with the terms of any Default Notice as defined in clause [] specifying a breach of the provisions of this Agreement and requiring the breach to be remedied so far as it may be but nothing in this clause is intended to require the Principal to serve notice of any breach before taking action in respect of itSub-distributorsTo appoint sub-distributorsTo be responsible for the activities of any properly appointed sub-distributorsAssignmentNot to assign charge or otherwise deal with this Agreement in any way without the consent of the PrincipalIn the case of an intended assignment by the Distributor such consent shall not be unreasonably withheld subject that the proposed assignee shall agree directly with the Principal to be bound by the terms of this AgreementGrant backIf at any time during the Term the Distributor makes or discovers any improvements to the Business and/or the marketing of the Products forthwith to provide the Principal with all necessary details.Prompt paymentTo pay promptly all sums due to the Principal in respect of the supply by the Principal to the Distributor of the Products.IndemnityTo indemnify and keep indemnified the Principal from and against any and all loss damage orliability (whether criminal or civil) suffered by the Principal resulting from a breach of this Agreement by the Distributor including any act, neglect or default of the Distributor's agents, employees, licensees or customers.Pay expensesTo pay all expenses of and incidental to the carrying on of the BusinessNo warrantiesNot to make any representations to customers or to give any warranties other than those contained in any standard terms and conditions laid down by the Principal from time to timeAct as principalIn all correspondence and other dealings relating directly or indirectly to the sale or other dispositions of the Products clearly to indicate that it is acting as principal7 TerminationThis Agreement shall terminate:TimeOn the Expiry Date or pursuant to clause [] of this AgreementLow ordersIn the event that the Minimum Annual Performance is not achieved at any time subject to clause [] of this Agreement.Fundamental breachOn the occurrence of any of the following events which are fundamental breaches of this Agreement:failure to comply with the terms of any Default Notice as defined in clause [] within the time stipulatedinfringement of the Rightsunfair price quotation from the Principal and/or the Principal’s agentInsolvencyIf the Distributor goes into liquidation either compulsory or voluntary (save for the purpose of reconstruction or amalgamation) or if a receiver is appointed in respect of the whole or any part ofits assets or if the Distributor makes an assignment for the benefit of or composition with its creditors generally or threatens to do any of these things or any judgment is made against the Distributor or any similar occurrence under any jurisdiction affects the Distributor8 Termination consequences. Compensation for terminationIn case of termination of this Agreement pursuant to clause the Distributor shall be entitled to receive compensation amounting to $ 500 000 [five hundred thousand US Dollars]The compensation shall be paid to the Distributor not later than 15 days after the date of terminationDefault noticeIn the event of a breach by any party of any of the provisions of this Agreement other than a fundamental breach specified in Clause [] the other party may serve notice requiring the breach to be remedied within a reasonable time stipulated inthat notice but nothing in this clause shallrequire the party to serve notice of any breach before taking action in respect of itExisting rightsThe expiry or termination of this Agreement shallbe without prejudice to any rights, which have already accrued, to either of the parties underthis Agreement9 MiscellaneousWarrantyEach of the parties warrants its power to enterinto this Agreement and has obtained all necessary approvals to do soThe Distributor warrants that it is not at thetime of entering into this Agreement insolvent and knows of no circumstance which would entitle any creditor to appoint a receiver or to petition for winding up or to exercise any other rights over or against its assetsForce majeureBoth parties will be released from their respective obligations in the event of national emergency, war, prohibitive governmental regulations or if anyother cause beyond the reasonable control of the parties renders performance of the Agreement impossible.SeveranceIn the event that any provision of this Agreementis declared by any judicial or other competent authority to be void, voidable, illegal or otherwise unenforceable the parties shall amendthat provision in such reasonable manner as achieves the intention of the parties without illegality or the remaining provisions of this Agreement shall remain in full force and effect unless each of the parties at its own discretion decides that the effect of such declaration is to defeat the original intention of the parties in which event the said party shall be entitled to terminate this Agreement by 60 days' notice to the other parties and the provisions of clause [8]shall apply accordinglyWhole agreementThe Distributor acknowledges that this Agreement contains the whole agreement between the parties and it has not relied upon any oral or written representations made to it by the Principal, the Principal’s agent or their employees or agents and has made its own independent investigations intoall matters relevant to the BusinessSupersedes prior agreementsThis Agreement supersedes any prior agreement between the parties whether written or oral and any such prior agreements are cancelled as at the Commencement Date but without prejudice to any rights which have already accrued to either of the partiesChange of addressEach of the parties shall give notice to the other of change or acquisition of any address or telephone telex or similar number as soon as practicable and in any event within 48 hours of such change or acquisitionNoticesAny notice to be served on either of the parties by the other shall be sent by prepaid recordeddelivery or registered post or by telex or by electronic mail and shall be deemed to have been received by the addressee within 72 hours of posting or 24 hours if sent by telex or by electronic mail to the correct telex number (with correct answerback) or correct electronic mail number of the addresseeJoint and severalAll agreements on the part of either of the parties which comprises more than one person or entityshall be joint and several and the neuter singular gender throughout this Agreement shall include all genders and the plural and the successors in title to the partiesNo partnershipThe parties are not partners or joint venturers nor is the Distributor able to act as agent of the Principal save as authorised by this AgreementProper law and jurisdictionThis Agreement shall be governed by the substantive law of the Republic of Bulgaria in every particular including formation and interpretation and shall be deemed to have been made in BulgariaAny disputes from this agreement or concerning disputes arising from or concerning its interpretation, invalidity, non-performance or termination, as well as disputes filling gaps in the agreement or its adaptation to newly arisen circumstances, shall be settled by the Arbitration Court at ……Chamber of Commerce and Industry in accordance with its Rules for Cases Based on Arbitration Agreements.The Arbitration Court shall consist of five arbitrators – one nominated by the Principal, one nominated by the Principal’s agent, one nominated by the Distributor and two to be elected by the three nominee arbitrators unanimously.The language of the Arbitration proceedings shall be English.Any notice of proceedings or other notices in connection with or which would give effect to anysuch proceedings may without prejudice to any other method of service be served on any party in accordance with clause []The decision of the Arbitration Court shall be final and binding upon the parties.The expenses for the arbitration shall be borne by the losing party and in case of joint liability shall be evenly distributed among the parties.Survival of termsNo term shall survive expiry or termination of this Agreement unless expressly providedWaiverThe failure by the Principal to enforce at any time or for any period any one or more of the terms or conditions of this Agreement shall not be a waiver of them or of the right at any time subsequently to enforce all terms and conditions of this AgreementCostsEach of the parties shall pay the costs and expenses incurred by it in connection with this Agreement unless otherwise expressly provided in this Agreement.Acceptance and deliveryAcceptanceOrders shall be regarded as provisionally accepted to the extent notified in writing by the Principal,whereas such acceptance shall not be unreasonably withheldShipping datesShipping dates and estimates of time of arrival shall be the last available or known to the Principal and shall not be of the essence of this AgreementCarriageThe Principal shall as agent for the Distributor if requested contract on the usual terms for the carriage of the Consignment to its destination which may be the Territory by the usual route for such destination by a suitable means of transportation whether by land, sea or air or if necessary a combination of land sea and air and the Principal shall pay freight charges if obliged to as per the terms of the specific sales contract.InsuranceThe Principal as agent for the Distributor if requested shall effect in transferable form apolicy of insurance against the risks involved in transporting the Consignment to its destinationCertificates of origin and other documentationThe Principal shall at its own expense obtain for the Distributor any certificates of origin, consular invoices or other documents theDistributor may requireThe Principal shall render to the Distributor at the latter's request, risk and expense every assistance in obtaining any documents other than those mentioned in clause [] which the Distributor may require for the importation of the Consignment into the country of destination (and where necessary its passage in transit through another country)It shall be the Principal's agent responsibility to obtain any necessary licence for the export of the Consignment to the country of destinationPacking for delivery and risk in transitUnless otherwise requested the Principal shall pack the Consignment in a manner reasonablysuitable for safe transportation to the TerritoryThe Principal and/or the Principal’s agent shall at the request of the Distributor pack any Consignment in any special way reasonably required for delivery to any destination within theTerritory designated by the Distributor and shall arrange freight and insurance to such destination as agent for the DistributorDefective ConsignmentIf the Distributor notifies the Principal of any defect in a Consignment upon arrival the Principal shall be entitled to take all necessary steps to ascertain the cause of the defect and in the event that the Principal shall determine that the defects are inherent or due to loss or damage occurringbefore the risk of loss or damage passed to the Distributor the Distributor will co-operate with the Principal in taking whatever steps are necessary to bring the Consignment up to specificationEach Consignment of the Products, which the Principal shall make, shall be regarded as a separate contract of sale and no single default in a Consignment shall give grounds for termination by the Distributor10 CounterpartsThis agreement may be executed in any number of counterparts and all of such counterparts taken together shall be deemed to constitute one and the same instrument.IN WITNESS whereof the parties hereto have caused this agreement to be duly executed on the date written above.Executed as a deed (but not delivered until the date hereof) and the common seal of ……. Ltd., PR of China affixed in the presence of:......................................, DirectorExecuted as a deed (but not delivered until the date hereof) and the common seal of ……. Ltd., PR of China affixed in the presence of:......................................, DirectorSigned as a deed and Delivered (but not until the date hereof) and the common seal of in the presence of:......................................?。
国际贸易实务 常用贸易术语中英对照
外销员资格考试重要考点一、国际货物买卖适用的法律与惯例INCOTERMS 2002，International Rules for the Interpretation of Trade Terms《2000年国际贸易术语解释通则》URC 522，Uniform Rules for Collection《托收统一规则522》UCP 500，Uniform Customs and Practice for Commercial Documentary Credits 500《跟单信用证统一惯例》Warsaw-Oxford Rules 1932《1932年华沙一牛津规则》Revised American Foreign Trade Definitions 1941《1941年美国对外贸易定义修订本》二、价格术语EXW(ex works)工厂交货FCA(free carrier)货交承运人FAS(free alongside ship)装运港船边交货FOB(free on board)装运港船上交货CFR(cost and freight)成本加运费CIF(cost，insurance and freight)成本加保险费、运费CPT(carriage paid to)运费付至CIP(carriage and insurance to)运费、保险费付至DAF(delivered at frontier)边境交货DES(delivered ex ship)目的港船上交货DEQ(delivered ex quay)目的港码头交货DDU(delivered duty unpaid)未完税交货DDP(delivered duty paid)完税后交货FOB liner terms FOB班轮条件FOB under tackle FOB吊钩下交货FOB stowed FOB理舱费在内FOB trimmed FOB平舱费在内FOBST(FOB stowed and trimmed) FOB包括理舱费和平舱费在内的各项装船费用CFR liner terms CFR班轮条件CFR landed CFR卸至码头CFR ex tackle CFR吊钩下交货CFR ex ship's hold CFR舱底交货CIF liner terms CIF班轮条件CIF landed CIF卸至码头CIF ex tackle CIF吊钩下交货CIF ex ship's hold CIF舱底交货the seller's obligations卖方义务三、货物的品名、质量、数量与包装name of commodity 品名quality 0f goods品质condition合同要件actual quality实际品质sample样品sale by sample凭样品买卖quality as per seller's sample品质以卖方样品为准buyer's sample买方样品counter sample对等样品confirming sample确认样品for reference only仅供参考colour sample色样pattern sample款式样quality shall be about equal to the sample 品质与样品大致相同quality shall be nearly same as the sample品质与样品近似specification of goods商品规格sale by specification凭规格买卖FAQ，fair average quality 良好平均品质sale by descriptions and illustrations凭说明书和图样买卖trade mark商标sophisticated market精致市场name of origin产地名称quality tolerance 品质公差weigh重量metric ton公吨long ton长吨short ton短吨kilogram公斤gram克ounce盎司number数量piece件pair双set套dozen打roll卷ream令gross罗bag袋bale包length长度meter米foot英尺yard码area面积square foot平方英尺volume体积cubic yard立方码capacity容积bushel蒲式耳litre升gallon加仑the metric system公制the british system英制the U.S.system美制SI，the international system of units国际单位制gross weight毛重net weight净重gross for net以毛作净actual tare实际皮重real tare实际皮重average tare平均皮重customary tare 习惯皮重computed tare 约定皮重conditioned weight公量theoretical weight理论重量legal weight法定重量net net weight实物净重about大约circa近似approximate左右nude pack裸装in bulk散装full packed全部包装part packed局部包装shipping mark运输标志，唛头indicative mark指示性标志warning mark警告性标志UCC，Universal Code Council统一编码委员会UPC，Universal Product Code统一产品编码European Article Number Association欧洲物品编码协会EAN，European Article Number欧洲物品编码neutral pacing中性包装seaworthy packing海运包装inquiry询盘offer发盘counter offer还盘acceptance接受五、货物的保险general average共同海损particular average单独海损CIC，china insurance clauses中国保险条款FPA，free from particular average平安险WA，with average水渍险WPA，with particular average水渍险all risks一切险warehouse to warehouse clauses仓至仓条款ICC，Institute Cargo Clauses协会货物保险条款ICC(A)协会货物条款(A)ICC(B)协会货物条款(B)ICC(C)协会货物条款(C)Institute War Clauses协会战争险条款Institute Strikes Clauses协会罢工险条款Malicious Damage Clauses恶意损害险条款overland transportation risks陆运险overland transportation all risks陆运一切险air transportation risks航空运输险air transportation all risks航空运输一切险parcel post risks邮包险parcel post all risks邮包一切险insurance policy保险单insured被保险人premium保险费六、货物的价格of account计价货币money of payment支付货币commission佣金discount折扣allowance 折扣quantity discount数量折扣special discount特别折扣turnover bonus年终回扣七、货款的收付bill of exchange汇票draft汇票promissory note本票cheque 支票check支票drawee受票人payer付款人payee受款人banker's draft银行汇票commercial draft商业汇票clean bill光票documentary bill跟单汇票sight draft即期汇票time draft远期汇票usance draft远期汇票at×× days after sight见票后××天付款at××days after date出票后××天付款at ×× days after date of B/L提单签发日后××天付款fixed date指定日付款issue出票pay to the order of付给指定人pay to bearer付给持票人presentation提示acceptance承兑endorsement 背书negotiable instrument流通工具endorsee被背书人dishonour拒付dishonour by non-acceptance拒绝承兑protest拒付证书right of recourse追索权notary public法定公证人remittance汇付collection托收beneficiary收款人remitter汇款人remitting bank汇出行，托收银行collecting bank代收银行presenting bank提示银行paying bank汇人行M/T，mail transfer信汇T/T，telegraphic transfer 电汇remittance by banker's demand draft票汇open account transaction赊账业务financial documents金融单据commercial documents商业单据principal委托人clean collection光票托收documentary collection跟单托收D/P，document against payment付款交单D/A，document against acceptance承兑交单D/P at sight即期付款交单D/P after sight远期付款交单trust receipt信托收据IVC，letter of credit信用证applicant开证申请人opening bank开证行issuing bank开证行advising bank通知行notifying bank通知行negotiating bank议付行paying bank付款银行drawee bank付款银行confirming bank保兑银行reimbursement bank偿付银行reimbursement agent偿付代理人transferee受让人to open by airmail信开本to open by cable电开本brief cable简电本full cable全电本full details to follow详情后告SWIFT.Society for Worldwide Interbank Financial Telecommunication全球银行金融电讯协会undertaking clause承诺条款documentary credit跟单信用证clean credit光票信用证irrevocable L/C不可撤销信用证confirmed L/C保兑信用证sight payment credit即期付款信用证deferred payment credit延期付款信用证acceptance credit承兑信用证negotiatiorl credit议付信用证open negotiation credit公开议付信用证freely negotiation credit公开议付信用证restricted negotiation credit限制议付信用证transferable credit可转让信用证divisible credit可分割信用证fractionable credit可分开信用证assignable credit可让渡信用证transmissible credit可转移信用证revolving credit循环信用证reciprocal credit对开信用证back to back credit对背信用证anticipatory L/C预支信用证standby L/C备用信用证commercial Paper L/C商业票据信用证guarantee L/C担保信用证L/G，letter of guarantee保函demand guarantee见索即付保函unconditional L/G无条件保函guarantor担保人counter guarantor反担保人performance guarantee履约保函repayment guarantee还款保函八、商检commodity inspection商检shipping quality and wei曲t装运港检验，即离岸品质和离岸重量landed quality and wei曲t 目的港检验，即到岸品质和到岸重量shipping weight and landed quality离岸重量和到岸品质检验authentic surveyor公证行sworn measurer宣誓衡量人FDA美国食品药物管理局Underwriter's Laboratory担保人实验室Lloyd's Surveyor劳氏公证行SGS.Societe Generale de Surveillance S.A. 瑞士日内瓦通用鉴定公司inspection certificate商检证书inspection certificate of quality品质检验证书inspection certificate of quantity数量检验证书inspection certificate of weight重量检验证书inspection certificate of value价值检验证书inspection certificate of origin产地检验证书sanitary inspection certificate卫生检验证书veterinary inspection certificate兽医检验证书disinfection inspection certificate消毒检验证书inspection certificate on damaged cargo验残检验证书ISO.the ntemational Organization for Standardazation国际标准化组织九、索赔discrepancy and claim clause异议与索赔条款penalty clause罚金条款force majeure不可抗力frustration of contract合同落空arbitration仲裁Convention on the Recognition and Enforcement of Foreign Arbitral Award《承认与执行外国仲裁裁决公约》，简称《1958年纽约公约》cargo manifest载货清单 .international factoring国际保理factor保理商Convention on International Factoring国际保理公约import factor进口保理商c.c.V.O.，Combined Certificate of Value and Origin估价和原产地联合证明书certified invoice证实发票receipt invoice(货款)收妥发票consular invoice领事发票GSP，Generalized System of Preferences普惠制packing list装箱单weight memo重量单short delivery短交short unloaded短卸10st in transit短失tally list理货单marine protest海难报告breach of contract违约十、贸易方式distribution经销distributor经销商sole distribution独家经销exclusive sMes包销agency代理agent代理人principal本人general agent总代理sole agent独家代理exclusive agent独家代理commission agent佣金代理consignment寄售consignor寄售人consignee代销人fairs and sales展卖international fair国际博览会Chinese Export Commodities Fair 中国出口商品交易会Guangzhou Trade Fair广州交易会invitation to tender招标submission of tender投标auction拍卖auctioneer拍卖人bidder竞买人Dutch auction荷兰式拍卖sealed bids密封递价拍卖closed bids密封递价拍卖brokerage经纪费futures trading期货交易CBOT芝加哥商品交易所CME芝加哥商业交易所COMEX纽约商品交易所NYMEX纽约商业交易所LME伦敦金属交易所futures market期货市场futures exchanges期货交易所spot现货to-arrive contract “到货”合同forward contract远期交货合同FCM，futures commission merchant期货佣金商clearing house 清算所margin system保证金制度，押金制度initial margin初始保证金original margin初始保证金variation margin追加保证金call margin追加保证金marking to the market逐日盯市hedger套期保值者hedging套期保值，海琴speculator投机者selling hedge卖期保值buying hedge买期保值basis trading基差交易ex-pit trade场外交易ex-change for physicals期货换现货ex-change for actuals期货换现货counter trade对销贸易barter trade易货贸易compensation trade补偿贸易counter purchase反购，互购switch trade转手贸易offset抵销十一、电子商务IT，information technology信息技术internet国际互联网VANs，value-added networks增值网络BBSs，bulletin board systems电子公告牌online services企业在线服务B2B，business-to-business商业机构对商业机构B2C，business-to-consumer商业机构对消费者B2A，business-to-administrations商业机构对行政机构C2A，consumer-to-administrations消费者对行政机构electronic marketplace电子虚拟市场digital economy数字化经济model law on electronic commerce电子商务示范法tlle buyer's obligations买方义务。
独家经销协议(中英文)
独家经销协议(中英文)独家经销协议 (Exclusive Distribution Agreement)本协议由下列双方签署：甲方： [公司名称]地址：[地址]电话：[电话]法定代表人：[法定代表人]乙方：[公司名称]地址：[地址]电话：[电话]法定代表人：[法定代表人]鉴于甲方作为产品的制造商，拥有销售和分销产品的权利，鉴于乙方在销售和分销领域具有丰富的经验和资源，甲、乙双方决定达成以下协议：1. 定义1.1 “产品”指甲方所制造的具体产品。
1.2 “独家经销权”指乙方作为甲方产品的唯一经销商，享有在指定地区内独家销售和分销产品的权利。
1.3 “指定地区”指乙方在本协议中被授予独家销售和分销产品的特定地理区域。
2. 权利和义务2.1 甲方同意授予乙方在指定地区内的独家经销权，乙方同意成为甲方产品的唯一经销商。
2.2 乙方有责任积极推广和销售甲方产品，通过市场营销和广告宣传提高产品的知名度和销量。
2.3 乙方有义务定期向甲方提供产品销售情况的报告和销售计划。
2.4 甲方有义务不向其他经销商出售产品或在指定地区内进行直销活动，除非乙方同意或本协议终止。
2.5 双方同意保持商业机密和竞争对手信息的保密，并采取适当措施保证其保密性。
3. 终止3.1 本协议的有效期为 ___ 年，自协议签署之日起算。
协议到期前的 30 天内，乙方和甲方都有权选择是否续签协议。
3.2 如果一方违反本协议的任何条款，并且未能在接到对方的通知后进行修正，在发生此类违规行为后，对方有权立即终止本协议。
3.3 协议终止后，双方都应终止使用对方商标和其他知识产权，并按照本协议约定的期限处理库存。
本协议已由双方充分审阅并理解，并同意按照协议条款执行。
甲方：签署日期：乙方：签署日期：。
独家销售代理协议中英文
AGREEMENT OF EXCLUSIVE SELLING AGENT Manufacturer: 制造商：Agent: 代理商：The two parties sign this agency agreement on the basis of equality, free will and mutual consultation. Both sides must comply.本着平等自愿，协商一致的原则，签订此协议。
双方均应严格遵守。
Section 1: Exclusive Selling Agent第一条独家销售代理The manufacturer appoints the agent to act as their exclusive selling agent in China to sell the following products of the manufacturer:制造商同意将其生产的下列产品在中国的独家销售代理权授予代理方:Section 2: Responsibility of the Agent第二条代理人的职责The agent shall make all efforts to promote the sale of the products of the manufacturer using the agent’s marketing organization. The agent shall send all enquiries and orders received by them to the manufacturer and have no rights to sign any binding agreement on behalf of the manufacturer. The agent shall explain to the customers all the technical parameters and commercial terms stated by the manufacturer and take all steps to co-ordinate between the manufacturer and the customers to secure the orders.代理人利用自身的销售网络在中华人民共和国积极拓展用户。
独家代理协议英文版
Exclusive Distributor AgreementThis Exclusive Distribution Agreement, dated on (hereinafter referred to as “Agreement”), is between, with its business address of (hereinafter referred to as “Your Company”), and,whose business address is, (hereinafter referred to as “Distributor”).1.AppointmentSubject to the terms and conditions of the Agreement, Distributor is appointed to be an exclusive distributor of Your Company for the products listed in Schedule 1 (“Contract Products and Minimum Purchase V olume”) in the territory listed in Schedule 2 (“Territory”).2. Commencement and Duration of the AgreementThe Agreement shall become effective as of the date first set forth above upon its execution by Your Company and Distributor and shall remain in effect thereafter for a period of months.3. Regulatory Requirements, Complaint Handling3.1Distributor shall be responsible for applying and for obtaining any and all approvalsnecessary for marketing and selling of the Contract Products in the Territory at its expense.3.2YOUR COMPANY will co-operate with Distributor in good faith by assisting andproviding Distributor with necessary documentation and technical expertise, in connection with Distributor's efforts to obtain such approvals.3.3Distributor shall be responsible for translations of instructions for use, user surface of theContract Products and other country-specific information on basis of an English master document provided by YOUR COMPANY.3.4Distributor shall undertake responsibility for the traceability of the Contract Productsaccording to the country-specific regulatory requirements. Distributor shall be responsible to efficiently execute all necessary recalls or mandatory updates of the Contract Products.3.5YOUR COMPANY and Distributor will inform each other immediately on any adverseevents subject to notification of the regulatory authorities in any country or any recall related to the Contract Products.4. Prices, Terms and Conditions of Sales4.1 Distributor shall purchase Contract Products from Your Company as specified in YourCompany’s published international price lists and bulletins. Your Company may revise these publications from time to time. New price will go into effect on the 30th days after it is published.4.2 Contract Products are not returnable.5. Shipment and Payment5.1All shipments are ExWorks [ XXXX, China ]. Distributor shall be responsible forpayment of all shipping costs. This includes, but is not limited to, insurance, customs duties, sales and excise taxes.5.2Unless otherwise determined by Your Company, price of Contract Products must be paidfor in full prior to shipment, or by confirmed irrevocable letter of credit in a form acceptable to Your Company.6. Ordering6.1 For all orders of Contract Products under this Agreement, Distributor shall submit awritten or electronic purchase order specifying the quantity of each Contract Product ordered, a delivery date, and a delivery location. Distributor shall submit each such purchase order to Your Company no later than [ XX ] days prior to the desired delivery date indicated in such purchase order.6.2 The minimum quantity for any scheduled delivery is [ XX ] units. YOUR COMPANYwill however allow exceptions from this rule wherever possible, with a maximum of [ XX ] such deliveries each calendar year.7. ConfidentialityDistributor shall maintain in strict confidence and duly safeguard to the best of its ability any and all business and technical information pertaining to the Contract Product(s) and shall not at any form or fashion disclose said information to any third party or to any of its employees who do not need to know such information.8. Limitation of LiabilityIn no event shall the parties be liable for indirect, incidental, or consequential damages or lost profits, including, without limiting the generality of the foregoing, costs incurred or to be incurred to develop, design, redesign, manufacture or market the Contract Products.9. Obligations of DistributorDuring the term of this Agreement, Distributor shall(a)solicit orders for Contract Products only in accordance with Your Company’ s valid pricelists, sales policies, and standard terms and conditions;(b)regularly furnish the following to Your Company at the frequency requested by Your Company:1)detailed Territory analysis and sale/ marketing plan in advance of each upcoming year;2)written reports of sales and marketing activities, including monthly activity reportsof the sales and product specialist;3)reports of all relevant data in connection with sales potential as well as sales results and other statistics;4)reports of all relevant data in connection with competitors’ activities.(c)have an adequate sales organization in order to meet the obligations of this Agreement;(d)allocate a full- time adequately qualified sales professional to serve as the sales andproduct specialist for the Contract Products;(e)investigate and make best efforts to resolve customer complaints;(f)make no false or misleading representations with respect to Your Company or itsproducts;(g)with respect to the Contract Products, use only trademarks approved by Your Company;(h)undertake a program of launch activities appropriate to the potential and requirements ofthe Contract Products including without limitation:1)launch seminars for key potential customers;2)evaluation- for – purchase with specialists, hospitals, physicians, etc.;3)program of trade shows/ exhibition releases;4)advertising as appropriate;5)mailing as appropriate;6)general detailing of product;7)endorsement activities with leading physicians; and requirements and potential of theproducts, including, continuous detailing of the product; continuous program ofsales- evaluations; attendance at all relevant trade shows/ congresses andexhibitions; participation in relevant advertising and mailing program; circulation ofadequate and effective promotional literature, catalogs and the like; participation ingovernment and hospital tenders; conduction of special programs at medicalteaching institutions and the cultivation of approval from leading professionals andinstitutions and the cultivation of approval from leading professionals andinstitutions;(i)be solely responsible for, and indemnify Your Company against, all expenses arising outof the performance of this agreement, including (without limitation) travel, entertainment, office rental, employee compensation and benefits, payroll taxes or contributions, and general selling expense, unless otherwise provided in the Agreement;(j)keep sufficient stock of the Contract Products to supply end- users;(k)not solicit orders for products outside the Territory or outside the market nor sell Contract Products to any end- users within the Territory with a view to their exportation outside the Territory without the prior written consent of Your Company, failure to do so will result in immediate termination of this Agreement;(l)not appoint any sub- distributor without Your Company’ s prior approval in writing; (m)promptly notify Your Company of the requirements of any law, rule or regulation,including health, safety, labeling and packaging requirements, applicable in the Territory to the sale of Contract Products;10. Obligations of Your CompanyDuring the term of this Agreement, Your Company shall(a)refer sales inquiries to Distributor as appropriate;(b)provide Distributor with updated price lists;(c)generally instruct Distributor’s personnel in the sale of Contract Products;(d)notify Distributor of any decision to discontinue a Contract Product;(e)co- operate in a program for repair and replacement of Contract Products;(f)upon specific prior agreement, attend exhibitions or trade shows, assist in field selling,and visit key end users together with Distributor;(g)provide in the English language, quantities, as determined by Your Company, of currentcatalogs, price lists and promotional literature for use in the Territory, or, at Your Company’ s discretion, provide the necessary art work and copy to allow these materials to be reproduced in other languages. Distributor will translate such materials as needed and shall provide Your Company with the translation.(h)adhere to territorial of market exclusivities, if any are agreed to in writing, provided suchexclusivities are permitted by the prevailing national and international laws;11. Intellectual Property Rights11.1 All intellectual property rights related to design, development, manufacture, operating,servicing or repair of Contract Products are owned by Your Company.11.2 During the term of Agreement, Distributor is granted an exclusive right and license tomarket and distribute the Contract Products solely in connection with Distributor's sales and support of the Contract Products. Distributor shall not reverse engineer, reverse assemble hereunder and shall use and permit its customers to use the Contract Products solely as provided in this license granted by Your Company.11.3 The license set forth herein shall terminate concurrently with the expiration ortermination of this Agreement or shall terminate immediately in the event that Distributor files a voluntary petition in bankruptcy, or under any similar insolvency law makes an assignment for the benefit of Distributor's creditors, or if any involuntary petition in bankruptcy or under any similar insolvency law is filed against Distributor ora receiver is appointed for substantially all of such Distributor's assets.12. Minimum Purchase Target12.1 The annual and quarterly minimum purchase amounts for Contract Products in the Territoryshall be as set forth in Appendix 1.12.2 In the event that Distributor fails to meet (a) the annual minimum purchase amounts or (b)the quarterly minimum purchase amounts by three consecutive quarters, Your Company shall have the right to convert Distributor’s rights to non-exclusive distribution rights.12.3 If Distributor’s appointment for the Contract Products is converted to non-exclusive inaccordance with the terms of the Agreement,(a) Your Company shall have the right to terminate this Agreement on thirty (30) days’ priorwritten notice; and(b) Your Company shall have the right to market, sell and offer to sell the Contract Productsin the Territory.13. Termination of the AgreementEither party shall have the right to terminate this Agreement at any time by written notice in the event that(a)the other party should commit a material breach of this Agreement and fails to remedysuch breach within 30 days after receipt of notice from the complaining party specifying the breach in sufficient detail to facilitate corrective action;(b)the other party becomes insolvent;(c)Distributor fails to pay outstanding invoices for more than 60 days and failing to remedysuch a breach within 60 days after receipt of complaint submitted by registered mail; (d)the ultimate ownership of Distributor is changed significantly. This does not apply forpotential transactions within the same group of companies; or(e)Distributor fails to meet (a) the annual minimum purchase amounts or (b) the quarterlyminimum purchase amounts by three consecutive quarters.14. Effect of Termination14.1 Upon the termination of this Agreement:(a) Distributor shall terminate any registration as Your Company’s Distributor;(b) Distributor will immediately return all samples, sales literature, promotional materialsand other documents furnished by Your Company;(c) any right to use any Your Company patents, copyrights, trademarks, symbols and logosshall cease; and(d) Distributor will give Your Company a current customer list for the products.14.2 Expiration or termination of this Agreement shall not relieve any of the parties of its thenoutstanding and unfulfilled liabilities towards the other. Neither party has no right whatsoever to any form of compensation for direct or indirect damages or losses caused by or associated with the termination.15. Temporary Exclusive DistributorIn case that Distributor is converted into a non-exclusive appointment pursuant to this Agreement, Your Company shall be entitled to designating one or more temporary exclusive distributors in the Territory if so required by any invitation for bidding in Your Company’s sole discretion.16. Governing Law, ArbitrationThis Agreement shall be governed by and interpreted in accordance with the laws of the People’s Republic of China without regard to principles of conflicts of laws.Any dispute arising from or in connection with this Agreement shall be submitted to China Economic and Trade Arbitration Commission (“CIETAC”) for arbitration, which shall be conducted in accordance with CIETAC’s arbitration rules in effect at the time of applying for arbitration. The arbitral award is final and binding upon both parties. The arbitration proceedings shall be in Chinese and take place in Beijing. The arbitral tribunal shall consist of three arbitrators.17. Miscellaneous17.1 This Agreement and the enclosures to which reference is expressly made hereinconstitute the whole agreement between the parties. Changes and amendments thereto will only be recognized if expressed in writing and signed by both parties. Nothing in this Agreement shall be constructed so as to make Distributor the agent or legal representative of Your Company or create any right or authority for Distributor to create any obligations or responsibilities for Your Company.17.2 To obtain or retain business, Distributor will not directly or indirectly, give or promiseanything of value to any political party or official thereof, any candidate of political office, or any officer, employee or agent of any government, governmental agency, or government- owned enterprise (collectively referred to as “Official”), in order to:(a)influence any act or decision of such Official in his, her or its official capacity; or(b)induce any such Official to use his, her or its influence to affect or influence any actor decision of a government, governmental agency or government- ownedenterprise.17.3 Any notices will be given in writing in the English language. Notices must be (a)delivered personally, (b) transmitted via facsimile, or (c) sent by an established overnight courier service to the addresses listed in this Agreement. Any change of address must be designated in writing. Notices shall be effective (a) upon receipt if personally delivered, (b) upon confirmation of transmission if sent via facsimile, and (c) two business days after mailing if sent via recognized overnight courier.17.4 This Agreement also extends to products supplied by Your Company’ s subsidiaries oraffiliates.UNDERSTOOD AND AGREED:YOUR COMPANY DISTRIBUTORBy:Title:Signature:___________________ Stamp:Date:By:Title:Signature:___________________ Stamp:Date:Appendix 1List of ProductsYour Company supports the promotion program policy, when the promotion price could be lower according to the discounts in the seasons.MINIMUM PURCHASE VOLUMEA minimum purchase volume for each quarter during these three years of the Term has been agreed to by both parties and is set forth below.Year OneYear TwoYear ThreeUSDAppendix 2TerritoryDistributor shall sell the products on the territory ofAgreement No.: [assigned by Your Company Marketing Dept]。
独家经销协议(英文)
独家经销协议（英文）独家经销协议（英文）APPOINTMENT OF EXCLUSIVE DISTRIBUTOR AGREEMENTDated 08th January 20021 Parties(1) (name of principal) whose registered office is in the PR of China at the address …. ('the Principal')(2) (name of principal’s agent) whose registered office in the PR of China at the address …. ('the Principal’s agent')2 Recitals2.1 The Principal manufactures goods including the Products2.2 The Principal’s agent trades with the Products of the Principal2.3 The Distributor wishes to sell the Products in the Territory3 DefinitionsThe following terms shall have the following meanings:3.1 'Business': the promotion and sale ofthe Products by the Distributor and all matters related3.2 'Commencement Date': the date set out at the head of this Agreement3.3 'Conditions': the provisions contained in clauses [5] to [9] which shall be incorporated into this Agreement in their entirety3.4 'Consignment': each shipment of Products made by the Principal and/or the Principal’s agent in response to an order placed in accordance with the terms of this Agreement by the Distributor3.5 'Currency': US Dollars3.6 'Documents': the documents which must be presented in order to obtain payment under the respective sales contract pursuant to which a documentary credit is opened3.7 'Expiry Date': within 2 [two] years after Commencement Date unless extended as per clause [5.6] of this Agreement3.8 Trade Name: (insert details)3.9 'Minimum Annual Performance': sales of the Products in each year of the Term 3.10 'Products': the products briefly described in Schedule 13.11 'Rights': the sole and exclusive right of the Distributor to carry on:3.11.1 the Business3.11.2 for the Term3.11.3 in the Territory3.12 'Term': the period starting on the Commencement Date and ending on the Expiry Date unless earlier determined as provided in this Agreement3.13 'Territory': the territory of the State of Israel4 Grant and reservations4.1 The Principal grants to the Distributor the Rights4.2 The Principal agrees not to appoint any other person to act as its distributor of the Products in the Territory during the Term 4.3 Without prejudice to the remainingprovisions of this Agreement the Principal reserves the right to vary the Price of the Products subject current market prices at the time of receiving an order from the DistributorCONDITIONS5 Principal's obligationsThe Principal agrees with the Distributor throughout the Term:5.1 Sole and exclusive distributor Neither itself nor through any agent or other distributor lawfully acting for it directly or indirectly to infringe the Rights5.2 Support and informationTo support the Distributor in its efforts to promote the Business and sales of the Products and in particular at its own expense5.2.1 to supply trial samples of the Products upon request from the Distributor 5.2.2 to provide and promptly updateinformation about the Products5.3 IndemnityTo indemnify and keep indemnified the Distributor from and against any and all loss damage or liability whether criminal or civil suffered and legal fees and costs incurred by the Distributor in the course of conducting the Business and resulting from: 5.3.1 any act, neglect or default of the Principal, the Principal’s agent or their agents, employees, licensees or customers 5.3.2 any successful claim by any third party alleging libel or slander in respect of any matter arising from the supply of the Products or the conduct of the Business in the Territory provided that such liability has not been incurred by the Distributor through any default in carrying out the terms of this Agreement5.4 Delivery of ProductsSubject to availability to supply to the Distributor or the customers of theDistributor in the Territory the Products in accordance with orders received from the Distributor which:5.4.1 comply in all respects with relevant governmental or other regulations in the Territory5.4.2 are of merchantable quality5.4.3 conform to sample and specification limits5.4.4 are at prices notified to the Distributor by the Principal on a case to case basis5.4.5 are delivered with all reasonable dispatch as provided in the specific sales contract5.5 Extension of TermTo extend the Term for one further period of two years without break in continuity provided that the Distributor:5.5.1 has properly observed and performed its obligations under this Agreement throughout the Term5.5.2 serves a notice on the Principal requiring such extension not later than 30 days before the Expiry Date5.5.3 accepts that the terms of this Agreement shall apply to any extension of the Term under this clause5.6 Extension of Territory5.6.1 To give to the Distributor not less than 60 days' written prior notice of the Principal's intention to appoint any person other than the Distributor and of the terms of such appointment:5.6.1.1 to sell the Products or goods similar to the Products5.6.1.2 in any places adjoining the perimeter of the Territory5.6.2 Such notice may be treated by the Distributor as an offer of an equivalent appointment and before its expiry the Distributor may give written notice to the Principal that it will take up such appointment on such terms5.6.3 Not to offer to any other person terms more favourable than those contained in the notice within 90 days of the expiry of the notice5.7 Extension of ProductsTo add to the Products the goods regularly produced by the Principal and/or traded by the Principal’s agent provided that the Distributor:5.7.1 has properly observed and performed its obligations under this Agreement so far 5.7.2 has achieved the Minimum Annual Performance so far5.7.3 executes an annex to this Agreement in respect of the addition5.8 No assignmentNot to assign the benefit of this Agreement without the prior consent of the Distributor 6 Distributor's obligations The Distributor agrees with the Principal throughout the Term:6.1 DiligenceAt all times to work diligently to protect and promote the interests of the Principal 6.2 Exclusive agency and territoryNot without the previous consent in writing of the Principal to be concerned or interested either directly or indirectly in the supply of any goods in the Territory which are similar to or competitive with the Products6.3 Diligently to promoteAt all times diligently to promote and procure sales of the Products throughout the Territory and in particular to achieve the Minimum Annual Performance by appropriate means including:6.3.1 personal visits to and correspondence with such purchasers6.3.2 advertising and distribution of publicity matter subject however to the specific prior approval in writing in all cases by the Principal of the form and extent of such advertising and publicity matter6.4 Good faithIn all matters to act loyally and faithfully toward the Principal6.5 Compliance6.5.1 To conduct the Business in an orderly and businesslike manner6.5.2 To comply in the conduct of the Business with all laws and bylaws of a governmental nature applicable to the Business6.6 DisclosureOn entering into this or any other agreement or transaction with the Principal during the Term or any continuation of it to make full disclosure of all material circumstances and of everything known to it respecting the subject matter of the relevant conduct or transaction which would be likely to influence the conduct of the Principal. 6.7 Pass on information6.7.1 To refer to the Principal any inquiries from prospective customers orother leads outside the Territory6.7.2 To supply to the Principal information which may come into its possession which may assist the Principal to effect sales or other dealings for the Business or in the Products outside the Territory6.8 Secrecy6.8.1 Not at any time during or after the Term to divulge or allow to be divulged to any person any confidential information relating to the goods, business or affairs of the Principal other than to persons who have signed a secrecy undertaking in the form approved by the Principal 6.8.2 Not to permit any person to act or assist in the Business until such person has signed such undertaking6.9 DisputesIn the event of any dispute arising between the Distributor and a customer or prospective customer, forthwith to inform the Principal and provide the Principal withdetails of the circumstances of the dispute.6.10 NoticeTo comply with the terms of any Default Notice as defined in clause [8.2] specifying a breach of the provisions of this Agreement and requiring the breach to be remedied so far as it may be but nothing in this clause is intended to require the Principal to serve notice of any breach before taking action in respect of it6.11 Sub-distributors6.11.1 To appoint sub-distributors6.11.2 To be responsible for the activities of any properly appointed sub-distributors 6.12 Assignment6.12.1 Not to assign charge or otherwise deal with this Agreement in any way without the consent of the Principal6.12.2 In the case of an intended assignment by the Distributor such consent shall not be unreasonably withheld subject that the proposed assignee shall agree directly withthe Principal to be bound by the terms of this Agreement6.13 Grant backIf at any time during the Term the Distributor makes or discovers any improvements to the Business and/or the marketing of the Products forthwith to provide the Principal with all necessary details.6.14 Prompt paymentTo pay promptly all sums due to the Principal in respect of the supply by the Principal to the Distributor of the Products.6.15 IndemnityTo indemnify and keep indemnified the Principal from and against any and all loss damage or liability (whether criminal or civil) suffered by the Principal resulting from a breach of this Agreement by the Distributor including any act, neglect or default of the Distributor's agents, employees, licensees or customers.6.16 Pay expensesTo pay all expenses of and incidental to the carrying on of the Business6.17 No warrantiesNot to make any representations to customers or to give any warranties other than those contained in any standard terms and conditions laid down by the Principal from time to time6.18 Act as principalIn all correspondence and other dealings relating directly or indirectly to the sale or other dispositions of the Products clearly to indicate that it is acting as principal7 TerminationThis Agreement shall terminate:7.1 TimeOn the Expiry Date or pursuant to clause [5.6] of this Agreement7.2 Low ordersIn the event that the Minimum AnnualPerformance is not achieved at any time subject to clause [8.2] of this Agreement.7.3 Fundamental breachOn the occurrence of any of the following events which are fundamental breaches of this Agreement:7.3.1 failure to comply with the terms of any Default Notice as defined in clause [8.2] within the time stipulated7.3.2 infringement of the Rights7.3.3 unfair price quotation from the Principal and/or the Principal’s agent 7.4 InsolvencyIf the Distributor goes into liquidation either compulsory or voluntary (save for the purpose of reconstruction or amalgamation) or if a receiver is appointed in respect of the whole or any part of its assets or if the Distributor makes an assignment for the benefit of or composition with its creditors generally or threatens to do any of these things or any judgment is made against theDistributor or any similar occurrence under any jurisdiction affects the Distributor 8 Termination consequences8.1. Compensation for termination8.1.1 In case of termination of this Agreement pursuant to clause 7.3.2 the Distributor shall be entitled to receive compensation amounting to $ 500 000 [five hundred thousand US Dollars]8.1.2 The compensation shall be paid to the Distributor not later than 15 days after the date of termination8.2 Default noticeIn the event of a breach by any party of any of the provisions of this Agreement other than a fundamental breach specified in Clause [7.3] the other party may serve notice requiring the breach to be remedied within a reasonable time stipulated in that notice but nothing in this clause shall require the party to serve notice of any breach before taking action in respect of it8.3 Existing rightsThe expiry or termination of this Agreement shall be without prejudice to any rights, which have already accrued, to either of the parties under this Agreement9 Miscellaneous9.1 WarrantyEach of the parties warrants its power to enter into this Agreement and has obtained all necessary approvals to do so9.2 The Distributor warrants that it is not at the time of entering into this Agreement insolvent and knows of no circumstance which would entitle any creditor to appoint a receiver or to petition for winding up or to exercise any other rights over or against its assets9.3 Force majeureBoth parties will be released from their respective obligations in the event of national emergency, war, prohibitive governmental regulations or if any othercause beyond the reasonable control of the parties renders performance of the Agreement impossible.9.4 SeveranceIn the event that any provision of this Agreement is declared by any judicial or other competent authority to be void, voidable, illegal or otherwise unenforceable the parties shall amend that provision in such reasonable manner as achieves the intention of the parties without illegality or the remaining provisions of this Agreement shall remain in full force and effect unless each of the parties at its own discretion decides that the effect of such declaration is to defeat the original intention of the parties in which event the said party shall be entitled to terminate this Agreement by 60 days' notice to the other parties and the provisions of clause [8] shall apply accordingly9.5 Whole agreementThe Distributor acknowledges that this Agreement contains the whole agreement between the parties and it has not relied upon any oral or written representations made to it by the Principal, the Principal’s agent or their employees or agents and has made its own independent investigations into all matters relevant to the Business9.6 Supersedes prior agreementsThis Agreement supersedes any prior agreement between the parties whether written or oral and any such prior agreements are cancelled as at the Commencement Date but without prejudice to any rights which have already accrued to either of the parties 9.7 Change of address Each of the parties shall give notice to the other of change or acquisition of any address or telephone telex or similar number as soon as practicable and in any eventwithin 48 hours of such change or acquisition9.8 NoticesAny notice to be served on either of the parties by the other shall be sent by prepaid recorded delivery or registered post or by telex or by electronic mail and shall be deemed to have been received by the addressee within 72 hours of posting or 24 hours if sent by telex or by electronic mail to the correct telex number (with correct answerback) or correct electronic mail number of the addressee9.9 Joint and severalAll agreements on the part of either of the parties which comprises more than one person or entity shall be joint and several and the neuter singular gender throughout this Agreement shall include all genders and the plural and the successors in title to the parties9.10 No partnershipThe parties are not partners or joint venturers nor is the Distributor able to act as agent of the Principal save as authorised by this Agreement9.11 Proper law and jurisdiction9.11.1 This Agreement shall be governed by the substantive law of the Republic of Bulgaria in every particular including formation and interpretation and shall be deemed to have been made in Bulgaria9.11.2 Any disputes from this agreement or concerning disputes arising from or concerning its interpretation, invalidity, non-performance or termination, as well as disputes filling gaps in the agreement or its adaptation to newly arisen circumstances, shall be settled by the Arbitration Court at ……Chamber of Commerce and Industry in accordance with its Rules for Cases Based on Arbitration Agreements.9.11.3 The Arbitration Court shall consistof five arbitrators –one nominated by the Principal, one nominated by the Principal’s agent, one nominated by the Distributor and two to be elected by the three nominee arbitrators unanimously.9.11.4 The language of the Arbitration proceedings shall be English.9.11.5 Any notice of proceedings or other notices in connection with or which would give effect to any such proceedings may without prejudice to any other method of service be served on any party in accordance with clause [9.12]9.11.6 The decision of the Arbitration Court shall be final and binding upon the parties.9.11.7 The expenses for the arbitration shall be borne by the losing party and in case of joint liability shall be evenly distributed among the parties.9.12 Survival of termsNo term shall survive expiry or termination of this Agreement unless expressly provided9.13 WaiverThe failure by the Principal to enforce at any time or for any period any one or more of the terms or conditions of this Agreement shall not be a waiver of them or of the right at any time subsequently to enforce all terms and conditions of this Agreement 9.14 CostsEach of the parties shall pay the costs and expenses incurred by it in connection with this Agreement unless otherwise expressly provided in this Agreement.9.15 Acceptance and delivery9.15.1 AcceptanceOrders shall be regarded as provisionally accepted to the extent notified in writing by the Principal, whereas such acceptance shall not be unreasonably withheld9.15.2 Shipping datesShipping dates and estimates of time of arrival shall be the last available or known to the Principal and shall not be of theessence of this Agreement9.15.3 CarriageThe Principal shall as agent for the Distributor if requested contract on the usual terms for the carriage of the Consignment to its destination which may be the Territory by the usual route for such destination by a suitable means of transportation whether by land, sea or air or if necessary a combination of land sea and air and the Principal shall pay freight charges if obliged to as per the terms of the specific sales contract.9.15.4 InsuranceThe Principal as agent for the Distributor if requested shall effect in transferable form a policy of insurance against the risks involved in transporting the Consignment to its destination 9.15.5 Certificates of origin and other documentation9.15.5.1 The Principal shall at its own expense obtain for the Distributor anycertificates of origin, consular invoices or other documents the Distributor may require9.15.5.2 The Principal shall render to the Distributor at the latter's request, risk and expense every assistance in obtaining any documents other than those mentioned in clause [9.15.5.1] which the Distributor may require for the importation of the Consignment into the country of destination (and where necessary its passage in transit through another country)9.15.5.3 It shall be the Principal's agent responsibility to obtain any necessary licence for the export of the Consignment to the country of destination9.16 Packing for delivery and risk in transit9.16.1 Unless otherwise requested the Principal shall pack the Consignment in a manner reasonably suitable for safe transportation to the Territory9.16.2 The Principal and/or the Principal’s agent shall at the request of the Distributor pack any Consignment in any special way reasonably required for delivery to any destination within the Territory designated by the Distributor and shall arrange freight and insurance to such destination as agent for the Distributor 9.17 Defective Consignment9.17.1 If the Distributor notifies the Principal of any defect in a Consignment upon arrival the Principal shall be entitled to take all necessary steps to ascertain the cause of the defect and in the event that the Principal shall determine that the defects are inherent or due to loss or damage occurring before the risk of loss or damage passed to the Distributor the Distributor will co-operate with the Principal in taking whatever steps are necessary to bring the Consignment up to specification9.17.2 Each Consignment of the Products,which the Principal shall make, shall be regarded as a separate contract of sale and no single default in a Consignment shall give grounds for termination by the Distributor 10 CounterpartsThis agreement may be executed in any number of counterparts and all of such counterparts taken together shall be deemed to constitute one and the same instrument.IN WITNESS whereof the parties hereto have caused this agreement to be duly executed on the date written above.Executed as a deed (but not delivered until the date hereof) and the common seal of ……. Ltd., PR of China affixed in the presence of: ......................................, DirectorExecuted as a deed (but not delivered until the date hereof) and the common seal of ……. Ltd., PR of China affixed in the presence of: ......................................, DirectorSigned as a deed and Delivered (but not until the date hereof) and the common seal of in the presence of: ......................................。
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Sample Distribution Contract
EXCLUSIVE DISTRIBUTOR AGREEMENT
Party A: Graphical application
Party B: UV Tech CO.,LTD. Through friendly consultation, following agreement is made by and entered into between Party A and Party B, in the event that Party A decided to act as Distributor of ________________________ that Party B manufactures or shall manufacture in the future and Party B appoints Party A to be its Exclusive Distributor in the whole Singapore region
1. Product: Party A acts as Party B’s Exclusive Distributor for the
________________________________ that Party B manufactures or shall manufacture in the future; he reinafter referred to as “Product”.
2. Territory: Singapore (country).
3. Order （Party A should cooperate with Party B with a _____________________ quantity per new batch in the following months）
3.1 First Order: Party A’s first order to Party B can be ______________________ minimum as a further testing to the markets. This agreement will come into force after Party A finishes its first order.
3.2 Delivery Time: Delivery time and cargo transport terms shall be confirmed as per specific order.
3.3 Price terms: Unit price will be discussed according to each order. As for the tenders, the special price will be fixed between Party A and Party B according to the mutual benefits of two parties. 3.4 Payment terms 30% deposit and balance before shipment for each order,available payment methods can accept T.T,PAYPAL.
4 Warranty terms
4.1 Party B to Party A that at the time of delivery, the Products sold in accordance with this Agreement will conform substantially to the description and specification in the
UV Tech accepted Purchase Order, and shall be free from defects in material and workmanship.
4.2 Party B shall provide 0.3% extra product in each order in the case of defected products manufactured by Party B.
4.3 Party B shall provide 1 years of warranty for the products.
4.4 Party B shall be responsible of changing defective products with proper ones in warranty period.
4.5 Party A shall replace orders in certain months to support Party B as Distributing partner..
4.6 Party A has an obligation for extending the local market as exclusive distributor Agreement.
4.7 Party B shall share every information including technique of the product and any inquiring resource from exclusive market.
5 Other Terms
5.1 This agreement is made in two originals; each party holds one with equal legal effect. This agreement shall come into force since being signed / sealed by both parties, and shall remain effective until both parties agree on termination of this agreement.
5.2 All disputes arising from the execution of this Agreement shall be submitted to Singapore Commercial Court and Hong Kong Commercial Court. The decision made by these Courts shall be regarded as final and binding upon both parties.
Party A:
Party B:。