【合同范本】独家经销协议(英文)

1、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 Chinaat the address .(the Prin cipa I)(2) (name of principal s agent) whose registered office in the PR ofChina at the address . (the PrincipaIs agent

2、)2 RecitaIs2.1 The PrincipaI manufactures goods incIuding the Products2.2 The PrincipaI s agent trades with the Products of the PrincipaI2.3 The Distributor wishes to seII the Products in the Territory3 DefinitionsThe foIIowing terms shaII have the foIIowing meanings:3.1 Business: the promotion and

3、saIe of the Products by the Distributor and aII matters reIated3.2 Commencement Date: the date set out at the head of this Agreement3.3 Conditions: the provisions contained in cIauses 5 to 9 which shaII be incorporated into this Agreement in their entirety3.4 Consignment: each shipment of Products m

4、ade by the PrincipaIand/or the PrincipaIs agent in response to an order pIaced inaccordance with the terms of this Agreement by the Distributor3.5 Currency: US DoIIars3.6 Documents: the documents which must be presented in order to obtain payment under the respective saIes contract pursuant to which

5、 a documentary credit is opened3.7 Expiry Date: within 2 two years after Commencement Date unIess extended as per cIause 5.6 of this Agreement3.8 Trade Name: (insert detaiIs)3.9 Minimum AnnuaI Performance: saIes of the Products in each year of the Term3.10 Products: the products briefIy described in

6、 ScheduIe 13.11 Rights: the soIe and excIusive 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 unIess earIier determined as provided in this Agreement3.13 Territory

7、: the territory of the State of IsraeI4 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 remaining provisions of

8、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 Principals obligationsThe Principal agrees with the Distributor throughout the Term:5.1 Sole and exclusive distributorNeit

9、her 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 s

10、amples 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 legal fees and costs

11、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 Principalsagent or their agents, employees, licensees or customers5.3.2 any successful claim by any third party alleging libel or slander in respect of any

12、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 Distrib

13、utor 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

14、 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 breakin continuity provided th

15、at 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 extensio

16、n 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 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 or goods similar to the

17、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 N

18、ot 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 that the Distributor:5.7.1 h

19、as 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 addition5.8 No assignmentNot to assign the benefit of this Agreement without the prior consent of the Dist

20、ributor6 Distributors obligationsThe Distributor agrees with the Principal throughout the Term:6.1 DiligenceAt all times to work diligently to protect and promote the interestsof the Principal6.2 Exclusive agency and territoryNot without the previous consent in writing of the Principal to be concern

21、ed 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 Mini

22、mum 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 advertis

23、ing 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 B

24、usiness6.6 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

25、 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 Principa

26、l 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

27、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 cus

28、tomer, 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 fa

29、r 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-distributors6.12 Assignme

30、nt6.12.1 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 Principa

31、l 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

32、 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

33、 Agreement by the Distributor including any act, neglect or default of the Distributors 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 war

34、ranties 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

35、 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 an

36、y 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 agent7.4 I

37、nsolvencyIf 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 i

38、ts 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 Distributor 8 Termination consequences8.1. Compensation for termination8.1.1 In case of termination of this Agreement pursuant to

39、 clause7.3.2 the Distributor shall be entitled to receive compensation amounting to $ 500 000 five hundred thousand US Dollars8.1.2 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

40、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 tak

41、ing 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

42、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

43、 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 other cause beyond the reasonable control of the parties renders performance of the Agreement impossible.9.4 Sev

44、eranceIn 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 th

45、e 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 b

46、y 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,

47、 the Principalsagent 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 cancel

48、led 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 an

49、y 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

50、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 an

51、d 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 t

52、his 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 di

53、sputes arising from or concerning its interpretation, invalidity, nonperformance or termination, as well as disputes filling gaps in the agreement or its adaptation to newly arisen circumstances, shall be settled by the Arbitrati on Court atChamber of Commerce andIndustry in accordance with its Rule

54、s for Cases Based on Arbitration Agreements.9.11.3 The Arbitratio n Court shall con sist of five arbitrators onenominated by the Principal, one nominated by the Principals agent,one nominated by the Distributor and two to be elected by the threenominee arbitrators unanimously.9.11.4 The language of

55、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 9.129.11.6 The decision of the Ar

56、bitration 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 unle

57、ss 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 CostsEac

58、h 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 Acceptance Orders 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 dates Shipping dates and estimates of time of arrival shall be the last available or k