DISTRIBUTION AGREEMENT代理协议.docx

1、DISTRIBUTION AGREEMENT代理协议DISTRIBUTION AGREEMENTBETWEENDoogee, a company incorporated under the Laws of China, and having its registered office at _ herein after referred to as “Supplier”(which expression unless it be repugnant to the context and meaning thereof mean and include its successors and a

2、ssigns) of the ONE PART :ANDLLC “DISTRIBUTION CENTRE”, having its principal place of business at Property 6, Leningradskaya str. 39, Khimki, Moscow Region, Russia, 141400 hereinafter referred to as “Distributor” (which expression shall ,unless it be repugnant to the context and meaning thereof mean

3、and include, in the event of being an individual , his/her heirs executors and administrators ; a sole proprietary concern, his/her heirs executors and administrator of the sole proprietor; a company its successors and permitted assignees; a partnership firm, the partners for the time being of the f

4、irm, the survivor or survivors of them and the heirs executors and administrators of the last surviving partner, of the OTHER PART:Signed Moscow, 01.03.2016WHEREAS, Supplier design, manufacture, exports and sells various Supplier branded products for end users. Supplier is interalia engaged in manuf

5、acturing and selling Supplier branded products and re-selling third party products (collectively “Products”) to customers directly.WHEREAS the Distributor has expressed its desire to re-sell Products in the Territory; AND WHEREAS, Supplier, based on the aforesaid representation, has agreed to appoin

6、t Distributor subject to such terms and conditions stated hereunder.1. DEFINITIONSIn this agreement, unless the context otherwise requires, the following expressions have the following meanings:Agreement: means the Supplier Consumer Distributor Agreement, including the Schedule Supplier Authorised R

7、epresentative: Suppliers authorised representative shall be the Director, Vice President and General Manager or any other person authorized by Supplier.Products: means Mobile handsets but not spare or replacement parts supplied by Supplier (but not necessarily manufactured, assembled or, in the case

8、 of software, owned by Supplier or any of its subsidiary companies or affiliates) to the Distributor.Commencement Date: means the date upon which this Agreement shall become effective as specified in the Schedule.Intellectual Property Rights: means patents, trade and service marks, registered design

9、s, applications for any of the foregoing, copyrights, design rights, know-how, confidential information, trade and business names and any other similar protected rights in any country.Marks: Suppliers trade marks and service marks as created from time to time.Invoice Price: means, in relation to the

10、 purchase of Products, the amount invoiced by Supplier to Distributor excluding all country, provincial, state and local sales, use, value added, excise, privilege, franchise and similar taxes, duties or levies and any transport and insurance charges included in such invoice.Documentation: means lit

11、erature accompanying the Products.Territory: means the Territory as specified in the Schedule.Year: means a period of 12 calendar months.Supplementary Agreement means the further agreement(s) as may be executed between the parties to include such other commercial terms and conditions which are not i

12、ncorporated in this Agreement.2. APPOINTMENT2.1 Supplier hereby grants to Distributor the exclusive right for 12 months from the date of signing of this agreement to market and distribute, on its on account, the Products in the Territory unless mutually agreed to terminate the agreement earlier. 2.2

13、 Distributor shall perform its obligations hereunder in accordance with all reasonable instructions which Supplier may give Distributor from time to time.2.4 Distributor shall not be entitled to any priority of supply of the Products over Suppliers other customers (including other distributors) and

14、Supplier may allocate production and delivery among its customers, other distributors as it sees fit.2.5 Distributor represents and warrants to Supplier that it has the necessary ability and experience to carry out the obligations assumed by it under this Agreement and that by virtue of entering int

15、o this Agreement it is not and will not be in breach of any express or implied obligation to any third party binding upon it.3. DURATIONSubject to earlier termination as hereinafter provided, this Agreement shall commence on the Commencement Date and shall continue for 12 months from the date of com

16、mencement “Initial Period time” unless Supplier has given notice of its intention not to sign a new Distributor Agreement with the Distributor in which event this Agreement shall expire forthwith on the expiry of the Initial Period or the date of the notice from Supplier whichever is the later. The

17、Distributor acknowledges and agrees that there is no promise or assurance of any continuation of any business relationship which is entirely at the discretion of Supplier.4. SALE, PURCHASE, RETRUN OF THE PRODUCTS AND SUPPORT4.1 List of the Products and targeted quantities are agreed in Addendum 1 to

18、 the present Agreement. The number and frequency of Purchase Orders are not limited. The Invoice prices for the Products are to be specified in Addendum 2 to the present Agreement. 4.2 The product sold to the Distributor shall not be returned to Supplier during continuation of this Agreement or any

19、time thereafter/termination of Agreement.4.4 Supplier reserves the right to approve customers/ re-sellers that the Distributor can market the Products to.4.5 Supplier will provide price list to the Distributor containing the Recommended Distributor Transfer Price applicable to the Territory for all

20、products. Supplier shall revise and/or confirm the pricing on a monthly basis to the Distributor. 4.6. Distributor must notify Supplier within seven (7) working days from the date of receiving Products of any short shipped, wrong shipped, defective and damaged Products. Supplier at its discretion ma

21、y repair, replace or refund for the Products notified. No claim in this regard will be accepted by Supplier from Distributor after expiry of said 7 seven days period. Only within article 4.6 the date of receiving the Products by Distributor shall be understood as the date on the Russian customs impo

22、rt declaration.4.8 All incentives, schemes and any other payout given by Supplier to Distributor, shall be inclusive of all taxes, if any. Any other tax liability arises in the future for these schemes, incentives or any other payout, will be the liability of the Distributor.4.9 Purchase Orders. Dis

23、tributor shall order Products from Supplier by executing and delivering by e-mail a written Purchase Order in accordance with the quotation issued by Supplier. Once a Purchase Order has been accepted by Supplier, Supplier shall not change any prices within such Purchase Order. Purchase Orders are no

24、n-cancellable and irrevocable unless in accordance with article 4.11.4.10 Purchase Orders should be signed by Distributor and should be sent to Supplier by the means agreed to between the Parties. Standard product lead time from the placement date of Purchase Order is eight (6) weeks after Distribut

25、or has received SUPPLIERs acceptance for such Purchase Order. Purchase Order acceptance to be sent to Distributor using the same delivery method as the Purchase Order being accepted. Purchase Orders submitted in accordance with this Section shall be deemed accepted by SUPPLIER unless rejected in wri

26、ting by SUPPLIER within 5 (Five) business days from the date of their receipt by SUPPLIER. Should SUPPLIER reject any Purchase Order placed by Distributor, SUPPLIER shall be obligated to notify Distributor of the grounds for rejection. In the event of a conflict or inconsistency between the terms an

27、d conditions of a Purchase Order and this Agreement, the terms and conditions of this Purchase Order shall control to the extent of the conflict or inconsistency.4.11. Shipment Delay. Supplier will deliver the products to the distributor within the term stipulated in article 4.10. In case Supplier i

28、s unable to deliver the Products in the Purchase Order within the specified term the Distributor has the right to cancel the Purchase Order without any penalties in which case Supplier undertakes to return the payment in full to Distributor within 5 working days from such cancellation date. 4.12. In

29、voicing. SUPPLIER shall issue signed invoices for payment as part of export documents. 4.13.Order Changes. Distributor and Supplier reserves the right to reschedule delivery under Purchase Orders, within the first 10 (ten) calendar days of the Purchase Order release. Distributor and Supplier may re-

30、schedule delivery under the Purchase Orders with a maximum delay in delivery of ten (10) working days from the original agreed delivery date, however,the Purchase Order released by Distributor is not cancellable (except for shipment delay as described per article 4.11). Notwithstanding the foregoing

31、, the reschedule shall also meet and satisfy the 6-week lead time required by SUPPLIER as described in Section 4.10.4.14. Delivery Schedule. Upon receipt and acceptance of a Purchase Order from Distributor in accordance with Section 4.10 above, SUPPLIER shall cause the ordered Products to be deliver

32、ed to Distributor in accordance with FCA terms airport Hong Kong (FCA is defined in the “INCOTERMS 2010” as published by the International Chamber of Commerce). SUPPLIER undertakes to supply the following documents to Distributor along with the Products:Original air way bill;Original invoice 2 copies;Original packing list;Copy of export declaration with translation into English;Original Certificate of Origin.The parties agree that the delivering country is Hong Kong, China.4.15. Packing and Marking. Both parties agree that each pallet shall be numb