独家经销协议英文docx.docx

1、独家经销协议英文docx独家经销协议（英文）APPOINTMENT OF EXCLUSIVE DISTRIBUTOR AGREEMENT Dated 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 principals agent) whose registered office in the PR of China at the address . (the P

2、rincipals agent)2 Recitals2.1 The Principal manufactures goods including the Products2.2 The Principals agent trades with the Products of the Principal 2.3 The Distributor wishes to sell the Products in the Territory3 DefinitionsThe following terms shall have the following meanings:3.1 Business: the

3、 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 shipmen

4、t of Products made by the Principal and/or the Principals 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

5、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 br

6、iefly described in Schedule 1 3.11 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 Agre

7、ement3.13 Territory: the territory of the State of Israel 4 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 Term4.3 Without prejudice to the rema

8、ining 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 Distributor CONDITIONS5 Principals obligationsThe Principal agrees with the Distributor throughout the Term:5.1 Sole and excl

9、usive 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.

10、2.1 to supply trial samples of the Products upon request from the Distributor5.2.2 to provide and promptly update information 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

11、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 Principals agent or their agents, employees, licensees or customers5.3.2 any successful claim by any third party alleging libel or slan

12、der 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

13、 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 Territory 5.4.2 are of merchantable quality5.4.3 conform to s

14、ample 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 i

15、n 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 sha

16、ll apply to any extension of the Term under this clause 5.6 Extension of Territory5.6.1 To give to the Distributor not less than 60 days written prior notice of the Principals intention to appoint any person other than the Distributor and of the terms of such appointment:5.6.1.1 to sell the Products

17、 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 appoint

18、ment 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 Principals agent provided tha

19、t 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 addition 5.8 No assignmentNot to assign the benefit of this Agreement without th

20、e prior consent of the Distributor6 Distributors 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 Principal6.2 Exclusive agency and territoryNot without the previous consent in writing o

21、f 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 p

22、articular 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 for

23、m 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 government

24、al 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

25、 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

26、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

27、 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

28、 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

29、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 appointe

30、d 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 a

31、gree 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

32、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 Distributors agents, employee