【合同范本】獨家經(jīng)銷協(xié)議(英文)

1、獨家經(jīng)銷協(xié)議（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 principals 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 PrincipaIs 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 sa

3、Ie of the Products by the Distributor and aIImatters 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 beincorporated into this Agreement in their entirety3.4 Consignment: each shipment of Products made

4、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 paymentunder the respective saIes contract pursuant to which a do

5、cumentary credit is opened3.7 Expiry Date: within 2 two years after Commencement Date unIess extended asper 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 Sched

6、uIe 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 theExpiry Date unIess earIier determined as provided in this Agreement3.13 Territory: the t

7、erritory 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 theProducts in the Territory during the Term4.3 Without prejudice to the remaining provisions of this Agr

8、eement the Principalreserves the right to vary the Price of the Products subject current market prices at thetime of receiving an order from the DistributorCONDITIONS5 Principals obligationsThe Principal agrees with the Distributor throughout the Term:5.1 Sole and exclusive distributorNeither itself

9、 nor through any agent or other distributor lawfully acting for it directly orindirectly to infringe the Rights5.2 Support and informationTo support the Distributor in its efforts to promote the Business and sales of theProducts and in particular at its own expense5.2.1 to supply trial samples of th

10、e 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 lossdamage or liability whether criminal or civil suffered and legal fees and costs incurredby th

11、e 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 anymatter arising

12、from the supply of the Products or the conduct of the Business in theTerritory provided that such liability has not been incurred by the Distributor throughany default in carrying out the terms of this Agreement5.4 Delivery of ProductsSubject to availability to supply to the Distributor or the custo

13、mers of the Distributor inthe Territory the Products in accordance with orders received from the Distributorwhich:5.4.1 comply in all respects with relevant governmental or other regulations in theTerritory5.4.2 are of merchantable quality5.4.3 conform to sample and specification limits5.4.4 are at

14、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 salescontract5.5 Extension of TermTo extend the Term for one further period of two years without breakin continuity provided that the Distributor:5.

15、5.1 has properly observed and performed its obligations under this Agreementthroughout the Term5.5.2 serves a notice on the Principal requiring such extension not later than 30 daysbefore the Expiry Date5.5.3 accepts that the terms of this Agreement shall apply to any extension of theTerm under this

16、 clause5.6 Extension of Territory5.6.1 To give to the Distributor not less than 60 days written prior notice of thePrincipals intention to appoint any person other than the Distributor and of the termsof such appointment:5.6.1.1 to sell the Products or goods similar to the Products5.6.1.2 in any pla

17、ces adjoining the perimeter of the Territory5.6.2 Such notice may be treated by the Distributor as an offer of an equivalentappointment and before its expiry the Distributor may give written notice to thePrincipal that it will take up such appointment on such terms5.6.3 Not to offer to any other per

18、son terms more favourable than those contained inthe 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 bythe Principals agent provided that the Distributor:5.7.1 has properly observed and perfo

19、rmed its obligations under this Agreement sofar5.7.2 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 Distributor6 Distributors obligatio

20、nsThe 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 concerned orinterested either directly

21、 or indirectly in the supply of any goods in the Territory whichare similar to or competitive with the Products6.3 Diligently to promoteAt all times diligently to promote and procure sales of the Products throughout theTerritory and in particular to achieve the Minimum Annual Performance byappropria

22、te 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 specificprior approval in writing in all cases by the Principal of the form and extent of suchadvertising and publicity matter6.4 Good fait

23、hIn 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 agovernmental nature applicable to the Business6.6 DisclosureOn entering into

24、this or any other agreement or transaction with the Principal duringthe Term or any continuation of it to make full disclosure of all material circumstancesand of everything known to it respecting the subject matter of the relevant conduct ortransaction which would be likely to influence the conduct

25、 of the Principal.6.7 Pass on information6.7.1 To refer to the Principal any inquiries from prospective customers or otherleads outside the Territory6.7.2 To supply to the Principal information which may come into its possessionwhich may assist the Principal to effect sales or other dealings for the

26、 Business or inthe 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 anyperson any confidential information relating to the goods, business or affairs of thePrincipal other than to persons who have signed a secrecy undertaki

27、ng in the formapproved by the Principal6.8.2 Not to permit any person to act or assist in the Business until such person hassigned such undertaking6.9 DisputesIn the event of any dispute arising between the Distributor and a customer orprospective customer, forthwith to inform the Principal and prov

28、ide the Principal withdetails of the circumstances of the dispute.6.10 NoticeTo comply with the terms of any Default Notice as defined in clause 8.2 specifying abreach of the provisions of this Agreement and requiring the breach to be remediedso far as it may be but nothing in this clause is intende

29、d to require the Principal toserve 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 Assignment6.12.1 Not to assign charge or otherwise deal with

30、this Agreement in any way withoutthe consent of the Principal6.12.2 In the case of an intended assignment by the Distributor such consent shallnot be unreasonably withheld subject that the proposed assignee shall agree directlywith the Principal to be bound by the terms of this Agreement6.13 Grant b

31、ackIf at any time during the Term the Distributor makes or discovers any improvements tothe Business and/or the marketing of the Products forthwith to provide the Principalwith all necessary details.6.14 Prompt paymentTo pay promptly all sums due to the Principal in respect of the supply by the Prin

32、cipalto the Distributor of the Products.6.15 IndemnityTo indemnify and keep indemnified the Principal from and against any and all lossdamage or liability (whether criminal or civil) suffered by the Principal resulting from abreach of this Agreement by the Distributor including any act, neglect or d

33、efault of theDistributors 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 warranties other thanthose contained in any standard terms and co

34、nditions laid down by the Principal fromtime to time6.18 Act as principalIn all correspondence and other dealings relating directly or indirectly to the sale orother dispositions of the Products clearly to indicate that it is acting as principal7 TerminationThis Agreement shall terminate:7.1 TimeOn

35、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 timesubject to clause 8.2 of this Agreement.7.3 Fundamental breachOn the occurrence of any of the following events which are fundamental breaches ofthis Ag

36、reement:7.3.1 failure to comply with the terms of any Default Notice as defined in clause 8.2within the time stipulated7.3.2 infringement of the Rights7.3.3 unfair price quotation from the Principal and/or the Principals agent7.4 InsolvencyIf the Distributor goes into liquidation either compulsory o

37、r voluntary (save for thepurpose of reconstruction or amalgamation) or if a receiver is appointed in respect ofthe whole or any part of its assets or if the Distributor makes an assignment for thebenefit of or composition with its creditors generally or threatens to do any of thesethings or any judg

38、ment is made against the Distributor or any similar occurrenceunder any jurisdiction affects the Distributor 8 Termination consequences8.1. Compensation for termination8.1.1 In case of termination of this Agreement pursuant to clause7.3.2 the Distributor shall be entitled to receive compensation amo

39、unting to $ 500000 five hundred thousand US Dollars8.1.2 The compensation shall be paid to the Distributor not later than 15 days afterthe date of termination8.2 Default noticeIn the event of a breach by any party of any of the provisions of this Agreement otherthan a fundamental breach specified in

40、 Clause 7.3 the other party may serve noticerequiring the breach to be remedied within a reasonable time stipulated in that noticebut nothing in this clause shall require the party to serve notice of any breach beforetaking action in respect of it8.3 Existing rightsThe expiry or termination of this

41、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 and has obtainedall necessary approvals to do so9.2 The Distributor warrants that

42、 it is not at the time of entering into this Agreementinsolvent and knows of no circumstance which would entitle any creditor to appoint areceiver or to petition for winding up or to exercise any other rights over or against itsassets9.3 Force majeureBoth parties will be released from their respecti

43、ve obligations in the event of nationalemergency, war, prohibitive governmental regulations or if any other cause beyondthe reasonable control of the parties renders performance of the Agreementimpossible.9.4 SeveranceIn the event that any provision of this Agreement is declared by any judicial or o

44、thercompetent authority to be void, voidable, illegal or otherwise unenforceable theparties shall amend that provision in such reasonable manner as achieves theintention of the parties without illegality or the remaining provisions of this Agreementshall remain in full force and effect unless each o

45、f the parties at its own discretiondecides that the effect of such declaration is to defeat the original intention of theparties in which event the said party shall be entitled to terminate this Agreement by60 days notice to the other parties and the provisions of clause 8 shall applyaccordingly9.5

46、Whole agreementThe Distributor acknowledges that this Agreement contains the whole agreementbetween the parties and it has not relied upon any oral or written representationsmade to it by the Principal, the Principalsagent or their employees or agents and has made its own independent investigationsi

47、nto all matters relevant to the Business9.6 Supersedes prior agreementsThis Agreement supersedes any prior agreement between the parties whether writtenor oral and any such prior agreements are cancelled as at the Commencement Datebut without prejudice to any rights which have already accrued to eit

48、her of the parties9.7 Change of addressEach of the parties shall give notice to the other of change or acquisition of anyaddress or telephone telex or similar number as soon as practicable and in any eventwithin 48 hours of such change or acquisition9.8 NoticesAny notice to be served on either of th

49、e parties by the other shall be sent by prepaidrecorded delivery or registered post or by telex or by electronic mail and shall bedeemed to have been received by the addressee within 72 hours of posting or 24hours if sent by telex or by electronic mail to the correct telex number (with correctanswer

50、back) 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 oneperson or entity shall be joint and several and the neuter singular gender throughoutthis Agreement shall include all genders and the plural a

51、nd the successors in title tothe 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 this Agreement9.11 Proper law and jurisdiction9.11.1 This Agreement shall be governed by the substantive law of

52、 the Republic ofBulgaria in every particular including formation and interpretation and shall bedeemed to have been made in Bulgaria9.11.2 Any disputes from this agreement or concerning disputes arising from orconcerning its interpretation, invalidity, nonperformance or termination, as well asdisput

53、es filling gaps in the agreement or its adaptation to newly arisen circumstances,shall be settled by the Arbitrati on Court at .Chamber of Commerce andIndustry in accordance with its Rules for Cases Based on Arbitration Agreements.9.11.3 The Arbitratio n Court shall con sist of five arbitratorsoneno

54、minated 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 the Arbitration proceedings shall be English.9.11.5 Any notice of proceedings or other notices in connection with

55、or which wouldgive effect to any such proceedings may without prejudice to any other method ofservice be served on any party in accordance with clause 9.129.11.6 The decision of the Arbitration Court shall be final and binding upon theparties.9.11.7 The expenses for the arbitration shall be borne by

56、 the losing party and in caseof joint liability shall be evenly distributed among the parties.9.12 Survival of termsNo term shall survive expiry or termination of this Agreement unless expresslyprovided9.13 WaiverThe failure by the Principal to enforce at any time or for any period any one or more o

57、fthe terms or conditions of this Agreement shall not be a waiver of them or of the rightat any time subsequently to enforce all terms and conditions of this Agreement9.14 CostsEach of the parties shall pay the costs and expenses incurred by it in connection withthis Agreement unless otherwise expres

58、sly provided in this Agreement.9.15 Acceptance and delivery9.15.1 Acceptance Orders shall be regarded as provisionally accepted to the extentnotified in writing by the Principal, whereas such acceptance shallnot be unreasonably withheld9.15.2 Shipping dates Shipping dates and estimates of time of ar

59、rival shall be the lastavailable or known to the Principal and shall not be of the essence of this Agreement9.15.3 CarriageThe Principal shall as agent for the Distributor if requested contract on the usual termsfor the carriage of the Consignment to its destination which may be the Territory bythe

60、usual route for such destination by a suitable means of transportation whether byland, sea or air or if necessary a combination of land sea and air and the Principalshall pay freight charges if obliged to as per the terms of the specific sales contract.9.15.4 InsuranceThe Principal as agent for the