双方根据平等互利的原则签订以下协议并按照下列条款和条件进行交易。 Based on the equality and mutual benefit, both parties made and entered into the following agreement on, both parties should carry out business according to the following term双方根据平等互利的原则签订以下协议并按照下列条款和条件进行交易。
Based on the equality and mutual benefit, both parties made and entered into the following agreement on, both parties should carry out business according to the following terms and conditions upon signature.
缔约方 The Parties Concerned
甲方：（制造商） Party A: （Company）
电话： Tel: 传真： Fax: 电子邮箱： E-mail:
乙方：（经销商） Party B: (Distributor)
电话： Tel: 传真： Fax: 电子邮箱： E-mail:
1. 定义 Definitions
When used in this Agreement, the following terms shall have the respective meanings indicated, such meanings to be applicable to both the singular and plural forms of the terms defined:
“Agreement” means this agreement, the Schedules attached hereto and any documents included by reference, as each may be amended from time to time in accordance with the terms of this Agreement;
“配件/附件”是指附表A所述的配件，包括甲方制造并与货物功能有关的装置。附件可被从附表A中被删加， 甲方可随时自行更改其的规格和设计， 要向乙方邮寄书面通知。每个更改，在书面通知发送给分销商的15天后生效。
“Accessories” means the accessories described in Exhibit A attached hereto, and includes any special devices manufactured by Part A and used in connection with the operation of the Goods. Accessories may be deleted from or added to Exhibit A and their specifications and design may be changed by Company at its sole discretion at any time by mailing written notice of such changes to Part B. Each change shall become effective 15 days following the date notice thereof is sent to Distributor.
“Affiliate” means any company controlled by, controlling, or under common control with Company. Affiliate means any person, corporation or other entity:
which owns, now or hereafter, directly or indirectly 33% or more of any class of the voting stock of Part A or is, now or hereafter, directly or indirectly, in effective control of Part A; or
33% or more of any class of the voting stock of which Part A, or a party described in paragraph (i), owns, now or hereafter, directly or indirectly, or of which Part A, or a party described in paragraph (i), is, now or hereafter, directly or indirectly, in control.
“Customer” means any person who purchases or leases Products from Part B.
“Delivery Point” means Part A's facilities at [FULL ADDRESS]. Delivery point means Distributor's facilities at [FULL ADDRESS].
“附件”是指该协议所附的附件。 “Exhibit” means an exhibit attached to this agreement.
“Goods” means those items described in Exhibit A. Goods may be deleted from or added to Exhibit A and their specifications and design may be changed by Company at its sole discretion at any time by mailing written notice of such changes to Distributor. Each change shall become effective 15 days following the date notice thereof is sent to Distributor.
“产品”是指商品和配件。- “Products” means Goods and Accessories
“Territory” means the geographic area outlined in Article 6.
“Trademark” means any trademark, logo, service mark or other commercial designation, whether or not registered, used to represent or describe the Products of Party A.
2 经销权指定 Appointment
Party A hereby appoints Party B as its Authorized Dealer Agent to solicit orders for the Products stipulated in Article 6 from customers in the territory stipulated in Article 6. Party B accepts and assumes such appointment. Party A, to the extent that it is legally Permitted to do so, (i) shall not appoint any Party or agent in the Territory for the Products other than Party B, (ii) shall not, and shall cause any Affiliate not to, knowingly sell Products to any person other than Part B or a party designated by Party B for use or resale within the Territory, and (iii) shall use its best efforts to prevent any party other than Party B from seeking customers for the Products in the Territory, from establishing any branch related to the distribution of Products in the Territory, or from maintaining any distribution depot with respect to the Products in the Territory. If Party A, or any Affiliate, sells any Product which is eventually resold in the Territory (other than a sale to Party B or a party designated by Party B) and Party A, or that Affiliate, had reason to know at the time of its sale of that Product that such resale was likely to occur, Party A shall, immediately after the trigger sale (which shall be the resale of the Product in the territory or the sale immediately preceding the use of the Product in the Territory) is contracted, pay to the Party B 10 % of the price of that Product under this Agreement at the time that the trigger sale was contracted, which payment shall represent a recapture of certain advertising and capital expenditures made by Party B. Nothing contained in this Section shall affect any other right or remedy which Party B may have pursuant to this Agreement.
If Party A or any Affiliate is contacted by any party inquiring about the purchase of Products in the Territory (other than Party B or a party designated by Party B), Party A shall, or shall cause that Affiliate to, refer such party to Party B for handling.
Party B declares that it shall not sell Party A products outside territory outlined in Article 6 without a permission of Party A.
3 经销产品 Products
LED LIGHTING PRODUCTS: LED tube light, LED bulb light, LED down light, LED Strip Light, etc produced by Party A. The exact list of products is attached to this Agreement as Exhibit A. Goods may be deleted from or added to Exhibit A and their specifications and design may be changed by Party A at its sole discretion at any time by mailing written notice of such changes to Party B. Each change shall become effective 15 days following the date notice thereof is sent.
4. 经销新产品 New Products
If Company or any Affiliate now or hereafter manufactures or distributes, or proposes to manufacture or distribute, any product other than the Products, Company shall immediately notify, or cause such Affiliate to notify, Distributor of that fact and of all details concerning that product. Company shall grant, or shall cause the subject Affiliate to grant, such distribution rights to Distributor on terms and conditions no less favorable than those provided in this Agreement with respect to Products.
Authorized Dealer district: Central Europe (the territory of Hungary, Poland, Slovakia, Romania, Checz Republic). Part B develops customers in this appointed district during agreement period. And can’t solicit orders in the market without appointment.
本协议从签字之日起生效，有效期为一年。 此后的一年内，前6个月的评估期， 在此期间，如果乙方不能达到销售目标（见附表8），甲方有权撤销合同。如果甲方在到期后的15天内没有发出书面通知，此合同继续生效。生效期为半年。 当本合同期满，双方协商续签或取消合同。在相同条件下，乙方有优先的续约合同。
This Agreement shall become effective as of the date hereof upon execution by an officer or other authorized representative of Part A and by an authorized representative of Part B and shall remain in effect for one year thereafter, the first 6 months of which is the assessment period. In this period, if Part B can’t reach sales target specified in Article 8, Part A has the right to cancel this Agreement by sending a written notice to Part B. If Part A does not send a written notice of cancellation within 15 days from the end of the assessment period, the Agreement should stay valid for the whole one year period. Upon the expiration of this contract, both parts negotiate for renewing or canceling of the contract. In the same conditions, Part B has the priority of renew contract.
If Part B meets the Sales targets outlined in Article 8, Part A can cancel this Agreement before it comes to term only in the following cases:
If Distributor shall file or have filed against it a petition in bankruptcy or insolvency or if Distributor shall make an assignment for benefit of its creditors of if Distributor's viability as a going concern should, in Manufacturer's judgment, become impaired;
if Distributor degrades and places in bad repute the name and reputation of Manufacturer expressly or by virtue of its methods of handling and/or promoting the Products;
if Distributor fails to meet any other of its obligations hereunder;
Part B has the right to cancel this Agreement any time by sending written notice to Part A 30 days prior of the time of cancellation.
7. 销售目标 Sales target
在头6个月后 ， 协议签署（评估期），销售额应该350,000.00美元（没有最低销售量每月）。允许批量交付，但不得造成装运延迟。
In the first 6 months after the agreement is signed (assessment period), sales volume should be USD 350,000.00 (there is no minimum sales volume monthly). Batch delivery is allowed by party B only if this does not cause any delay in the shippment of any orders affected.
8. 价格政策 Price policy
8.1价格将在2009年的价格的基础下调3%。 公司有权自行决定，改变适用于该产品的价格或折扣。 价格变动甲方应提前15天书面通知乙方。通知后的生效价格将适用于此前签订的所有订单。价格表（已含5%折扣）见本协议附表B。
The price will be floated downward 3% on the base of the price list issued in 2009. Company reserves the right, in its sole discretion, to change prices or discounts applicable to the Products. Company shall give written notice to Distributor of any price change at least 15 days prior to the effective date thereof. The price in effect as of the date of Distributor's receipt of notice of such price change shall remain applicable to all orders received by Company prior to that effective date. The pricelist (which already contains the 3% discount) is part of this Agreement as Exhibit B.
During the agreement period, if part A changes the pricelist, Part A should compensate Part B as follows:
If prices are going down, If Part B has paid but not receive goods, the balance will be compensated in next order in the form of payment for goods.
If prices are going up, Part A should not change the price for the order which Part B already placed.
9. 奖金 Bonus
9.1. 在前6个月（评估期间）， 如果乙方能够完成销售目标（第六条），而且完成全年的目标，甲方将按装运量所开具的发票总金额的2%作为乙方奖金。
In the first 6 months (assessment period), if part B meets the Sales target (in Artice 6) and also reaches the target for the whole year, Party A shall pay Party B 2 % of total aggregate amount of the invoice value against the shipments effected as bonus.
If in the first 6 months (assessment period) Part B can’t meet the sales target because of some unavoidable and special factors, however both parties still continue the contract after negotiating, Part A shall still pay Part B 2% of total aggregate amount of the invoice value against the shipments effected as bonus with the precondition of Party B meets the targeted sales volume for the whole year.
10. 订单提交与确认 Placing and Confirmation of Orders
Each order for Products issued by Part B to Part A under this Agreement shall identify that it is an order and shall further set forth the description (product number) and quantity of Products which are to be delivered.
The individual contracts for the sale of Products formed by Part B's submission of orders to Part A pursuant to the terms and conditions hereof shall automatically incorporate, to the extent applicable, the terms and conditions hereof, shall be subject only to those terms and conditions (together with all terms in orders which are contemplated by this Agreement) and shall not be subject to any conflicting or additional terms included in any documents exchanged in connection therewith.
Orders should be placed in writing. After receiving of the placed order, Part A evaluates the order and sends a written order confirmation within 2 working days with the expected shipping time of the order. Part A is responsible for the promised shipping time, and in case of the delay, Part A has to pay all additional costs of Part B caused by the delay (with the exception of Vis Maior oulined in Article XX). The quantities, prices and shipment of the Products stated in this agreement shall be confirmed separately in each transaction, the particulars of each order should be specified in the Sales Confirmation signed by two parties here to.
11. 包装 Packing
Part A shall, at its expense, pack all Products in accordance with Part A’s standard packing procedure, which shall be suitable to permit shipment of the Products to the Territory; provided, however, that if Part B requests a modification of those procedures, Part A shall make the requested modification and Part B shall bear any reasonable expenses incurred by Part A in complying with such modified procedures which are in excess of the expenses which Part A would have incurred in following its standard procedures.
12. 交付：所有权和损失的风险 Delivery: title and risk of loss
All deliveries of Products sold by Part A to Part B pursuant to this Agreement shall be made F.O.B Shenzhen . the Delivery Point, and title to and risk of loss of Products shall pass from Part A to Part B at that Point. Part B shall be responsible for arranging all transportation of Products, but if requested by Part B, Part A shall, at Part B's expense, assist Part B in making such arrangements. Part B shall also procure insurance for the transportation of the Products, and such insurance shall be of a kind and on terms current at the port of shipment. In the event that Part A is requested to assist Part B in arranging for transportation, Part B shall reimburse Part A for all costs applicable to the Products following their delivery to Part B, including, without limitation, insurance, transportation, loading and unloading, handling and storage. Part B shall pay all charges, including customs duty and sales tax, incurred with respect to the Products following their Delivery to the carrier or forwarder.
If the shipping agent is consigned by Part A, Part B should send written notice about any damage to Part A within 5 days after receiving the cargo. Part A will exchange the goods in first time to Part B. Otherwise Part A will deem Part B has accepted the cargo.
13. 验收Inspection and acceptance
Promptly upon the receipt of a shipment of Products, Distributor shall examine the shipment to determine whether any item or items included in the shipment are in short supply, defective or damaged. Within 5 days of receipt of the shipment, Distributor shall notify Company in writing of any shortages, defects or damage which Distributor claims existed at the time of delivery. Within 5 days after the receipt of such notice, Company will investigate the claim of shortages, defects or damage, inform Distributor of its findings, and deliver to Distributor Products to replace any which Company determines, in its sole discretion, were in short supply, defective or damaged at the time of delivery.
14. 付款 Payment
15.1. Generally, Part B has to pay 100% T/T in advance before order confirmation but after Part B received the signed and stamped Pro Forma Invoice of the order by Part A.
15.2. If the total amount of the order is over USD 20,000, Part B has to pay 30% of this total amount T/T in advance as deposit, and the balance is payable before shipment.
Payment shall be made in US Dollars to a bank account to be notified in writing by Company to Distributor. Part B has the right not to make the payment before receiving the products but to cause an irrevocable confirmed letter of credit to be issued by a financial institution satisfactory to Part A which the total amount is up to 50 000$, in favor of Part A. Part A accepts this letter of credit as payment and ships the Products to Part B upon reception of such letter of credit.
15. 广告 Advertisement
Distributor shall be entitled, during the term of the distributorship created by this Agreement and any extension thereof, to advertise and hold itself out as an authorized Distributor of the Products. At all times during the term of the distributorship created by this Agreement and any extension thereof, Distributor can use the Trademarks in all advertisements and other activities conducted by Distributor to promote the sale of the Products.
Part B has the right to promote and sell the Products under its own brand name.
Part A will offer the promotion gifts in free for Party B’s opening market during agreement period. The exact list of these gifts is attached to this Agreement as Exhibit C.
16. 技术协助 Technical Assistance
As promptly as practicable after execution of the Agreement, Company shall transmit to Distributor information, materials, manuals and other technical documents in an editable form necessary to enable Distributor to perform its obligations under this Agreement. Throughout the term of this Agreement and any extension thereof, Company shall continue to give Distributor such technical assistance as Distributor may reasonably request.
17. 保修 Warranty
Products are warranted for 3 years from the date of the installation.
如果产品出现质量问题，乙方将产品退给甲方，甲方需尽快维修或做新的产品给乙方。 如果光源的亮度明显低于保证标准，甲方还应解决有关问题。 如果在一个经销区域内出现大量不合格产品情况，甲方应予以更换产品。
The faulty unit should be returned by Party B and replaced by Party A to return as quickly as possible, possibly fixed. If the brightness of light sources fall significantly below the guarantee, Party A will also need to improve the problem. In the event, when the volume of business due to the large volume of failures occur at one location, then Party A has to send a replacement, then returned after they received the wrong items.
18. 市场情况报告 Reports on Market Conditions
In order to keep Party A well informed of the prevailing market conditions, Party B should undertake to supply Party A, at least once a quarter or at any time when necessary with market reports concerning changes of the local regulations in connection with the import and sales of the commodity covered by this agreement, local market tendency and buyers comments on quality, packing, price, etc. of the goods supply by Party A under this agreement. Party B shall also supply Party A with quotations and advertising materials on similar products of other supplier.
19. 知识产权 Intellectual Property Rights
Party B may use the trade-marks owned by Party A for the sale of the LED lighting products covered herein within the validity of this agreement, and shall acknowledge that all patents, trademarks, copy rights or any other intellectual property rights used or embodied in be found, Party B shall promptly notify and assist Party A to take steps to protect the Party A`s rights.
20. 不可抗力 Force Majeure
Either party shall not be held responsible for failure or delay to perform all or any part of this agreement due to flood, fire, earthquake, draught, war or any other events which could not be predicted, controlled, avoided or overcome by the relative party of its occurrence in writing as soon as possible and thereafter send a certificate of the event issued relevant authorities to the other party within 15 days after its occurrence.
21. 全部协议 Entire Agreement
This Agreement contains the entire understanding of the parties and there are no commitments, agreements, or understandings between the parties other than those expressly set forth herein. This agreement shall not be altered, waived, modified, or amended except in writing signed by the parties hereto and notarized.
22. 仲裁 Arbitration
在履行本协议过程中所有纠纷应通过友好协商解决。 如果协商无果，则将争议提交中国国际经济贸易仲裁委员会（深圳）按照该会规则予以仲裁。该仲裁裁决是终局的， 对双方具有约束力。如果本协议有外文译本，则应以英文版本为准。
All disputes arising from the performance of this agreement shall be settled through friendly negotiation. Should no settlement be reached through negotiation, the case shall then be submitted for arbitration to the China International Economic and Trade Arbitration Commission (Shenzhen) and the rules of this Commission shall be applied. The award of the arbitration shall be final and binding upon both parties. If there is a foreign language translation of this Agreement, the English version shall be the governing language.
23. 通知 Notices
All notices and other communications required or permitted hereunder shall be in writing and shall be deemed to have been served or delivered
when personally served or delivered to one party by the serving or delivering party; or
when deposited in the mail, postage prepaid by the serving or delivering party addressed to the other party; or
when sent by e-mail and the receiving party had confirmed to have received the notice.
甲方： （签字/盖章）： 乙方：（签字/盖章）：
Party A: (Signature/Chop): Party B: (Signature/Chop):