Distribution Agreement分销协议英文版compared.docx

1、Distribution Agreement分销协议英文版comparedNAME OF OVERSEAS SUPPLIERANDSHANGHAI CITY FURNITURE CO., LTD.Distribution AgreementAgreement Number Date: , Content of the Contract (to be updated)Article 1 Products and Appointment 2Article 2 Purchase, Packaging and Delivery 3Article 3 Price and Payment 4Article

2、 4 Inspection of Products 5Article 5 Changes 6Article 6 Sales Rebates 6Article 7 Term and Termination 7Article 8 Warranty and Claim 7Article 9 Advertisement, Promotion and Training 8Article 10 Communication Mechanism 8Article 11 Defaulting Liability 9Article 12 Force Majeure 9Article 13 Governing La

3、w and Dispute Resolution 9Article 14 Notice 10Article 15 Entire Agreement 10Article 16 Language and Counterparts 10Exhibit 1: territory 12Exhibit 2: Sdandards and requirements of products 13Exhibit 3: price and payment 14Exhibit 4: sales rebates 15Distribution AgreementAgreement Number: This Distrib

4、ution Agreement (this “Agreement”) is made this _ day of _, _ by and between the following parties (hereinafter referred to collectively as the “Parties” and individually as a “Party”):(1) NAME OF OVERSEAS SUPPLIER, registered in Name of Country (“Party A”), and (2) SHANGHAI CITY FURNITURE CO., LTD.

5、, registered in Shanghai, China (“Party B”).Article 1 Products and Appointment1.1 Party A hereby appoints Party B and Party B hereby accepts appointment as Party As exclusive / non-exclusive distributor in the territories stated in Exhibit 1 (“Territory”) in connection with the distribution of furni

6、ture products manufactured and supplied by Party A bearing the trademarks of (“Products”).1.2 Subject to the provisions of this Agreement, Party A agrees to supply the Products to Party B which conform to the quality standards and requirements under Exhibit 2.1.3 Party A will satisfy Party Bs demand

7、s on supply of Products under Purchase Orders issued by Party B from time to time during the term of this Agreement. In the event that Party A is unable to satisfy Party Bs demands, Party A will in a timely manner inform Party B in writing of the reason thereof and discuss with Party B in good faith

8、 in an attempt to work out a solution.1.4 Party B will not solicit customers out of the Territory for the Products. In the event that Party B desires to carry out any commercial or promotional activities outside the Territory, such as advertising the Products or establishing a warehouse for the purp

9、ose of distributing the Products in the Territory, Party B will obtain a prior written consent from Party A, which consent shall not be unreasonably withheld or delayed.Article 2 Purchase, Packaging and Delivery2.1 During the term of this Agreement, Party B will, from time to time, issue a Purchase

10、Order to Party A in written form (such as letter, fax or email) specifying such matters as specifications, quality, quantity, price, date of delivery from factory, shipment date, shipment port and destination port.2.2 Party A will, as soon as practicable no later than 2 working days of receipt of a

11、Purchase Order, acknowledge the Purchase Order by signing on it. In case of a rejection by Party A, Party A shall, as soon as practicable no later than 2 working days, notify Party B in writing stating the reason for rejection and counter-proposal. All Purchase Orders signed by representatives of th

12、e Parties shall be binding upon both Parties.2.3 The Parties may enter into a Purchase Contract in respect of purchase of Products from Party A during a particular period.No matter whether this Agreement is referred to in the Purchase Order or Purchase Contract, the terms and conditions of this Agre

13、ement shall applied to purchases made under the Purchase Order or Purchase Contract. In case of any discrepancy, the validity of priority in order shall be: Purchase Order, Purchase Contract and this Agreement.Any Purchase Order or Purchase Contract signed by the Parties before the date hereof shall

14、 be deemed as being entered into under this Agreement, and the terms and conditions of this Agreement shall apply to such Purchase Order or Purchase Contract.2.4 The period from signing of a Purchase Order to the date of shipment at shipment port (for C&F or CIF or FOB) / date of delivery from Party

15、 As factory (for Ex-works) shall be no longer than 4 weeks. Party A shall inform Party B in writing of estimated date delivery of the Products from its factory at least 15 days in advance. 2.5 Package of Products(1) Package of the Products shall conform to applicable standards and requirements on in

16、spection, quarantine, safety and health. By way of illustration without limitation, Party A shall provide a fumigation certificate for wooden case(s) / frame(s). The Products shall be packed in strong wooden case(s) / frame(s), suitable to be loading into standard dry container for long distance sea

17、 freight transportation and to change of climate, well protected against moisture and shocks. Glassware and other parts shall be packaged with suitable inner-package. Party A shall, upon signing of the Purchase Order, provide Party B with a packing plan in writing acceptable to Party B. (2) Each pac

18、kage shall be marked by fadeless paint with the following information unless otherwise requested by Party B in writing: Purchase Order number, consignee name, manufacturer, origin, gross weight, net weight and measurements and the words KEEP AWAY FROM MOISTURE, HANDLE WITH CARE, THIS SIDE UP and etc

19、. The package labeling shall be in compliance with the laws of the PRC. (3) Party A shall bear all costs and expenses relating to package of the Products.(4) Party A shall be liable for any and all damage to the Products and any expenses incurred on account of inadequate or improper packing and/or w

20、rong labeling.2.6 All documents concerning the Products (including the whole package of documents such as factory inspection report, quality certificate or exemption certificate of the Products and the materials thereof issued by applicable authorities, user manual, service manual, repair and mainte

21、nance manual, etc.). The foregoing documents shall be written in English.2.7 Upon loading of the Products into the vessel at the shipment port, Party A shall immediately send a written notice to Party B via fax or email. The foregoing notice shall contain such information as the Purchase Order numbe

22、r, Product name, quantity, gross / net weight, invoice value, B/L number, shipment date, estimated date of arrival at the destination port and the name of the vessel from which the Products will be loaded at the destination port, etc.2.8 In case of delay of delivery of the Products for any reason ot

23、her than a force majeure event or an event caused on the part of Party B, for each day of delay, Party A shall pay Party B a sum of liquidated damages amounting to 0.5% (capped at 20%) of the value of the delayed Products. On and after the liquidated damages for delivery delay exceeding the foregoin

24、g capped amount, Party B shall be entitled to terminate the relevant Purchase Orders and/or this Agreement and in such situation Party A shall compensate Party B for all losses resulting therefrom.Article 3 Price and Payment3.1 The price of the Products shall comply with the provisions under Exhibit

25、 3. All taxes and charges imposed by the government of the country where Party A dwells relating to the Products shall be borne by Party A. Party A shall endeavor to offer the price of the Products to allow a habitual margin at the industry so as to keep the Products competitive in the PRC market. P

26、arty A undertakes to Party B that, during the term of this Agreement, the prices of the Products offered by it to Party B shall not be higher than that offered by it to distributors in any other country or territory other distributors in the PRC (if any). The retail price of the Products will be det

27、ermined by Party B at its discretion.3.2 The price of the Products shall be stated in the Purchase Order. The price shall be expressed and settled in Euros.3.3 In the event that the Products shall be delivered CIF Shanghai port, Party A shall purchase an insurance for 100% of the invoice value again

28、st all risks (including Theft, Pilferage and Non-Delivery (N.P.N.D.), breakage, Leakage, shortage risk) and special additional insurance (including war risk).3.4 Party A shall present the following documents to the relevant bank under the letter of credit (such as, where applicable, notifying bank,

29、confirming bank or collecting bank):(1) full set of clean on board bills of lading;(2) commercial invoice in 5 original copies, indicating Purchase Order Number and shipping mark;(3) certificate of insurance;(4) factory inspection report, quality certificate or exemption certificate of the Products

30、issued by relevant authorities of the European Union or the country where Party A dwells (if applicable), and quality certificate or exemption certificate of the materials of the Products issued by relevant authorities of the European Union or the country where Party A dwells, each in two original c

31、opies;(5) certificate(s) of origin in 2 original copies;(6) packing list in 2 original copies indicating gross / net weights, measurements and quantity of each item packed;(7) a true copy of notice via fax or email to advise Party B of shipment after the Products are loaded into the vessel; and(8) .

32、Article 4 Inspection of Products 4.1 In-Plant Inspection. In order to ensure the materials and packages of the Products to comply with applicable standards and requirements, Party A shall, in the process of manufacture of the Products, inspect the materials and packages and ensure that the applicable quality certificate or exemption certificat