独家经销协议英文.docx

1、独家经销协议英文独家经销协议(英文)APPOINTMENT OF EXCLUSIVE DISTRIBUTOR AGREEMENTDated 08th January 20021Parties(1) (name of principal) whose registered office is in the PR of China at theaddress .(the Principal)(2) (name of principal s agent) whose registered office i n the PR of China atthe address . (the Principa

2、l s agent)2Recitals2.1The Principal manufactures goods including the Products2.2The Principal s agent trades with the Products of the Principal2.3The Distributor wishes to sell the Products in the Territory3DefinitionsThe following terms shall have the following meanings:3.1Business: the promotion a

3、nd sale of the Products by the Distributor and all matters related3.2Commencement Date: the date set out at the head of this Agreement3.3Conditions: the provisions contained in clauses 5 to 9 which shall be incorporated into this Agreement in their entirety3.4Consignment: each shipment of Products m

4、ade by the Principal and/or thePrincipal s agent in response to an order placed in a ccordance with the termsof this Agreement by the Distributor3.5Currency: US Dollars3.6Documents: the documents which must be presented in order to obtain payment under the respective sales contract pursuant to which

5、 a documentary credit is opened3.7Expiry Date: within 2 two years after Commencement Date unless extended as per clause 5.6 of this Agreement3.8Trade Name: (insert details)3.9Minimum Annual Performance: sales of the Products in each year of the Term3.10Products: the products briefly described in Sch

6、edule 13.11Rights: the sole and exclusive right of the Distributor to carry on:3.11.1the Business3.11.2for the Term3.11.3in the Territory3.12Term: the period starting on the Commencement Date and ending on the Expiry Date unless earlier determined as provided in this Agreement3.13Territory: the terr

7、itory of the State of Israel4Grant and reservations4.1The Principal grants to the Distributor the Rights4.2The Principal agrees not to appoint any other person to act as its distributor of the Products in the Territory during the Term4.3Without prejudice to the remaining provisions of this Agreement

8、 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 DistributorCONDITIONS5Principals obligationsThe Principal agrees with the Distributor throughout the Term:5.1Sole and exclusive distributorNeither itself nor t

9、hrough any agent or other distributor lawfully acting for it directly or indirectly to infringe the Rights5.2Support and informationTo support the Distributor in its efforts to promote the Business and sales of the Products and in particular at its own expense5.2.1to supply trial samples of the Prod

10、ucts upon request from the Distributor5.2.2to provide and promptly update information about the Products5.3IndemnityTo 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 Dist

11、ributor in the course of conducting the Business and resulting from:5.3.1any act, neglect or default of the Principal, the Principal s agent ortheir agents, employees, licensees or customers5.3.2any successful claim by any third party alleging libel or slander in respect of any matter arising from t

12、he 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 Agreement5.4Delivery of ProductsSubject to availability to supply to the Distributor or the customers

13、of the Distributor in the Territory the Products in accordance with orders received from the Distributor which:5.4.1comply in all respects with relevant governmental or other regulations in the Territory5.4.2are of merchantable quality5.4.3conform to sample and specification limits5.4.4are at prices

14、 notified to the Distributor by the Principal on a case to case basis5.4.5are delivered with all reasonable dispatch as provided in the specific sales contract5.5Extension of TermTo extend the Term for one further period of two years without break in continuity provided that the Distributor:5.5.1has

15、 properly observed and performed its obligations under this Agreement throughout the Term5.5.2serves a notice on the Principal requiring such extension not later than30 days before the Expiry Date5.5.3accepts that the terms of this Agreement shall apply to any extension of the Term under this clause

16、5.6Extension of Territory5.6.1To 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:5.6.1.1to sell the Products or goods similar to the Products5.6.1.2in any places adjoi

17、ning the perimeter of the Territory5.6.2Such 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 terms5.6.3Not to offer to any other person terms

18、 more favourable than those contained in the notice within 90 days of the expiry of the notice5.7Extension 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:5.7.1has properly observed and performed its

19、 obligations under this Agreement so far5.7.2has achieved the Minimum Annual Performance so far5.7.3executes an annex to this Agreement in respect of the addition5.8No assignmentNot to assign the benefit of this Agreement without the prior consent of the Distributor6Distributors obligationsThe Distr

20、ibutor agrees with the Principal throughout the Term:6.1DiligenceAt all times to work diligently to protect and promote the interests of the Principal6.2Exclusive agency and territoryNot without the previous consent in writing of the Principal to be concerned or interested either directly or indirec

21、tly in the supply of any goods in the Territory which are similar to or competitive with the Products6.3Diligently 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

22、including:6.3.1personal visits to and correspondence with such purchasers6.3.2advertising 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 matter6.4Good faithIn all ma

23、tters to act loyally and faithfully toward the Principal6.5Compliance6.5.1To conduct the Business in an orderly and businesslike manner6.5.2To comply in the conduct of the Business with all laws and bylaws of a governmental nature applicable to the Business6.6DisclosureOn entering into this or any o

24、ther 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 Pr

25、incipal.6.7Pass on information6.7.1To refer to the Principal any inquiries from prospective customers or other leads outside the Territory6.7.2To 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 o

26、r in the Products outside the Territory6.8Secrecy6.8.1Not 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

27、form approved by the Principal6.8.2Not to permit any person to act or assist in the Business until such person has signed such undertaking6.9DisputesIn the event of any dispute arising between the Distributor and a customer or prospective customer, forthwith to inform the Principal and provide the P

28、rincipal with details of the circumstances of the dispute.6.10NoticeTo 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 re

29、quire the Principal to serve notice of any breach before taking action in respect of it6.11Sub-distributors6.11.1To appoint sub-distributors6.11.2To be responsible for the activities of any properly appointed subdistributors6.12Assignment6.12.1Not to assign charge or otherwise deal with this Agreeme

30、nt in any way without the consent of the Principal6.12.2In 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 Agreement6.13Grant backIf at an

31、y 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.6.14Prompt paymentTo pay promptly all sums due to the Principal in respect of the supply by the Principal to t

32、he Distributor of the Products.6.15IndemnityTo 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, employees, licensees or customers.6.16Pay expensesTo pay all expenses of and incident