Appointment Agreement of Goods Distribution 产品分销商代理协议 甲方：厂商（Party A： Manufacturer ） 乙方：分销商 （Party B: Distributor）: A hereby appoints the B as the global Distributor for the distribution, sale and promotion of the GoAppointment Agreement of Goods Distribution
甲方：厂商（Party A： Manufacturer ）
乙方：分销商 （Party B: Distributor）:
A hereby appoints the B as the global Distributor for the distribution, sale and promotion of the Goods all over the world (“Territory”) upon the terms and conditions hereinafter contained.
A shall not sell or otherwise make available the Goods to anybody from or about whom A knows or has reason to know that such person might sell those Goods to B’s customers.
1 .B’s General Duties 乙方的义务
B agrees and undertakes with the A that, for the duration of this Agreement the B shall punctually and faithfully observe the following:
It shall use its best endeavours to promote and extend the sale of the Goods throughout the Territory.
B shall not sell the Goods to A’s Customers, unless authorized in writing by A, for the duration of this Agreement.
Except for otherwise expressly provided herein, any contracts for the sales of the Goods by B to its own Customers shall be exclusively concluded between B and its Customers. B shall have the sole right to offer and/or accept terms and conditions of such contracts.
Except for otherwise expressly provided herein, A shall have no right to receive from B’s Customers any payment for the Goods.
2 . A’s Obligations .甲方的义务
A shall in no manner whatsoever modify the price for the duration of this Agreement.
A shall be obligated to timely respond to B’s letter, fax, notice, telephone and other inquiry.
3. Intellectual Property 知识产权
Except as expressly authorized by the Manufacturer, the Distributor shall have no rights in respect of any trade names or trade marks used by the Manufacturer in relation to the Products of the goodwill associated therewith, and the Distributor hereby acknowledges that, except as expressly provided in this Agreement, it shall not acquire any rights in respect thereof and that all such rights and goodwill are, and shall remain, vested in the Manufacturer.
4 Representation and Warranty 声明和保证
Each Party hereby represents and warrants that neither the execution and delivery of this Agreement, nor the consummation of the transaction contemplated hereunder, nor compliance with any of the provisions of this Agreement, will conflict with, violate, result in a breach of, constitute a default (or an event that, with notice or lapse of time, or both, would constitute a default) under, or require any authorization, consent, approval, exemption or other action by or notice to any court or other governmental body or any other person under any of the terms, conditions or provisions of any contract or other agreement or to which such Party is bound.
5. Term and Termination 期限与终止
The duration of this Agreements One (2) years after the execution hereof
Either Party shall have the right to terminate this Agreement as of right and without judicial recourse, upon giving notice to the other Party, under any of the following circumstances:
6. Non-Assignment . 不可转让
Neither Party shall have the right to assign the benefit of this Agreement (or any part of it), without the prior written approval of the other Party.
7. Applicable Law ) 适用法律
This Distribution Agreement shall be construed in all respects in accordance with the law of Hong Kong and the A hereto agrees to submit to the jurisdiction of the Court of the domicile of the B.
8. Miscellaneous 杂项条款
The Appendices are the integral part of this Agreement. The Appendices and this Agreement have the same effect.