动画制作软件销售协议 (中英文) SALE AGREEMENT OF SOFTWARE FOR CARTOON MAKING 协议双方主体信息 （略） 本协议（下文称作合同）于________由_______有限公司，一个符合中华人民共和国法律、总部位于中国_______的股份有限公司（下文称作制造商）作为甲方，动画制作软件销售协议 (中英文)
SALE AGREEMENT OF SOFTWARE FOR CARTOON MAKING
THIS AGREEMENT( henceforth the ”Contract”), made on this day, Friday June 15 2007 by and between________Co. Ltd. an incorporated company and existing under the laws of Republic of China, with its principal office at_________(henceforth called the “Principal”) as the First Party and__________ , an incorporated company and existing under the laws of _________, with its principal office at ___________(henceforth called the “Representative”) as the Second Party.
第1条 销售领域和产品Article 1 Territory and Products
1.1 The Principal appoints the representative, who accepts, as his commercial sales representative to promote the sale of 360 Degree Projection Systems, Animation Production and Software (hereinafter called 'The Products') in the territory of Turkey (hereinafter called 'the Territory').
1.2 If the principal decides to sell any other products in the Territory, he shall inform the representative in order to discuss the possibility of including them within the Products defined under article 1.1. however , the above obligation to inform the distributor does not apply if, in consideration of the characteristics of the new
第2条诚信和公平交易Article 2 Good faith and fair dealing
2.1 In carrying out their obligations under this agreement the parties will act in accordance with good faith and fair dealing.
2.2 The provisions of this agreement, as well as any statements made by the parties in connection with this representative relationship, shall be interpreted in good faith.
条款3代理商的职责Article 3 Representative's functions
3.1 The Representative agrees to use his best endeavours to promote the sale of the products in the territory in accordance with the Principal's reasonable instructions and shall protect the Principal's interests with the diligence of a responsible businessman.
3.2 The Representative shall not solicit order from outside the Territory unless permitted to do so by the Principal.
3.3 Unless otherwise specifically agreed, the representative has authority to organize sub-representative on behalf of, or in any way to bind the representative towards third parties.
第4条制造商接受订单Article 4 Acceptance of orders by the Principal
4.1 For the special products which are out of scope of products, the Principal shall inform the representative without undue delay of his acceptance or rejection of the orders transmitted by the latter. The principal may accept or reject any individual order transmitted by the representative at his own discretion.
第5条不竞争承诺Article 5 Undertaking not to compete
5.1 Without the prior written authorization of the Principal, the representative shall not represent, manufacture or distribute any products that are in competition with the Products, for the entire term of this contract.
5.2 The representative may represent, distribute or manufacture any products that are not competitive with the Products, provided he informs the Principal in advance of such activity. However, the above obligation to inform the Principal dose not apply if, in consideration of the characteristics of the products which the representative wants to represent, and of the field of activity of the Principal for whom the representative wishes to act, it is unreasonable to expect that the principal's interests may be affected.
Article 6 Sales organization, Advertising and Fairs
6.1 The representative shall provide an adequate organization for sales and, where appropriate, after-sales service, with all necessary means and personnel, in order to ensure the fulfillment of his obligations throughout the Territory under this agreement.
6.2 The parties may agree on the advertising to be jointly made in the Territory. The contents of advertising shall be informed to and agreed by the principal. The cost of advertising carried out by the representative.
Article 7 Sales targets -Guaranteed Minimum target
7.1 The parties may agree annually on the sales targets for the forthcoming year.
7.2 The parties shall make their best efforts to attain the targets agreed upon, but the non attainment shall not be considered as a breach of the contract by a party, unless that party is clearly at fault.
7.3 The representative may agree to guarantee three (3) projects of products as Minimum Target to the principal considering the first year with 12 month.
第8条分销商Article 8 Sub-distributor
The principal agree that the representative carry out his activity with recourse to sub-representative, but representative shall be responsible for his sub-representative's works and all of acts.
第9条制造商知情权Article 9 Principal to be kept informed
9.1 The representative shall exercise due diligence to keep the Principal informed about his activities market conditions and the state of competition within the Territory. He shall answer any reasonable request for information made by the Principal.
9.2.The representative shall exercise due diligence to keep the Principal informed about 9.1 the laws and regulations that are to apply in the Territory to which the Products must conform (e.g. import regulations, labeling, technical specifications, safety requirements, etc.) and the laws and regulations concerning his activity, as far as they are relevant for the Principal.
第10条产品价格Article 10 Product price
Price shall be valid as in Offer and Invoice as agreed and offered by the principal in writing for every individual project inquiry. However, the representative has the right to negotiate the final Offer price in public tenders or wholesale offers, to extend agreed also by the Principal to cover general contingencies involved herein.
第11条付款条件Article 11 Terms of payment
11.1 Payment shall be made by 100% of the contract value out of an irrevocable and confirmed Letter of Credit, in the principal favour, opened with and confirmed at the moment placing the order and payable against sending documents.
11.2 The Letter of Credit should allow partshipments and Transshipments, and must be valid until 3 weeks. The Letter of Credit should be transferable at advising bank.
第12条交货时间Article 12 Delivery time
The delivery time shall be defined up to settlement of all technical formalities. The delivery time starts from the last of the data on which principal receive confirmation.
第13条保证Article 13 Warranty
13.1 The principal warrants that the design, information and the products provided in accordance with the contract shall be free from defects in material and workmanship and shall conform to all i
13.2 If it appears that, within twelve (12) calendar months from the date of shipping, any defected products or non qualified services.
13.3 If it appear that defect of product which is occurred by non qualified design, software which is not enough and continuous defect on the same one component, the principal shall consider to replace software and component with free of charge.
13.4 The principal shall not be liable to the contractor by way of indemnity or by reason of any breach of representative for loss of use, of the works or any indirect or consequential damage that may be suffered by the representative or which could be claimed from him.
第14条本地生产Article 14 Local production
14.1 In order to good competition, the party may agree to produce or supply some part of the product in Turkey as local production in case of both parties agreed upon. The principal shall supply technical data, shop drawing, supervisory, fabrication manual and others, if any and the distributor shall supply adequate factory, engineers, equipment, technician, tools and others to fabricate local production.
第15条代理商的佣金Article 15 Representative’s commission
15.1 The representative is entitled to the commission to compensate of his works for all sales of the products which are made during the terms of this contract to customers in the territory.
15.2 Sum of commission shall be decided and calculated on individual project before contract to customer on agreed by both parties.
15.3 Unless otherwise agreed in writing, the commission covers any expenses incurred by the representative in fulfilling his obligations under this contract (such as telephone, fax, office,travel expenses, etc.)
15.4 Commission shall be calculated on the net amount of the invoices on the effective sales price (any discount other than cash discounts be in deducted) clear of any additional charges (such as packing, transportation, insurance) and clear of all tariffs or taxes (including value-added tax) of any kind, provided that such additional charges, tariffs and taxes are separately stated in the invoice.
15.5 The representative shall acquire the rig to commission after full payment by the customers of the invoiced price. In case of partial payment made in with the sales contract, the representative shall be entitled to a proportional advance payment. The commission shall be paid not later than the last day of the month in clear of payment from customer.
15.6. Should any governmental authorization (e.g. due to exchange control regulations in the Principal’s country) be necessary for the Principal to transfer abroad the commission or of any other sum the representative may be entitled to receive), then the payment of the amount shall be made after such authorization has been given. The Principal shall take all necessary steps for obtaining the above authorizations.
15.7 Exception as otherwise agreed, the commission shall be calculated in the currency of the sales contract in respect of which the commission is due.
15.8 Any taxes imposed on the representative’s commission in the Territory are for the representative’s account.
第16条售后服务Article 16 After service work
After the service terms set forth in the initial Sales Contract has been successfully carried out by the Principal, for the customer satisfaction and high value of brand, the representative shall be capable and responsible to carry out of after service work of products with qualified workmanship with his cost and understand that is no excuse to delay after service work for customers complainment. Also the principal shall supply representative all of information products, software and detailed Operation & Maintenance Manual and dispatched his engineer to do training representative's technicians. When the principal dispatches his engineer to train the representative’s technicians, all of travel cost shall be paid by the representative, unless otherwise is agreed upon in the sales Contract.
第17条进口许可证Article 17 Certification of importing
17.1 The parties well understand that it is necessity to be approved Turkey ministry approval according to governing law to sale and import products in territory.
17.2 The principal shall supply all of submitted documents for approval such as characteristic label, drawings of main commands, instruction manual, material quality used to products and others if any.
17.3 The representative shall perform all of act to process approval in territory and all investments are to be paid by representative including taxes, laboratory test and all the bureaucracy papers.
第18条文件Article 18 Documents
All of submitted documents shall be supplied by the principal promptly and language shall be applied with English.
第19条商标和符号Article 19 Trademarks and symbols
19.1 The representative can use the principal's trademarks, trade names or any other symbols, but for the only purpose of identifying and advertising the Products, within the scope of this contract and in the Principal's sole interest.
19.2 The representative hereby agrees neither to register, nor to have registered, any trademarks, trade names or symbols of the Principal (or which are confusingly similar to those of the Principal) in the Territory or elsewhere.
19.3 The right to use the Principal's trademarks, trade names or symbols, as provided for under the first paragraph of this article, shall cease immediately for the representative, on the expiration or termination, for any reason, of the present contract.
19.4 The representative shall notify the principal any infringement of the principal's trademarks, trade names or symbols that comes to his notice.
19.5 Principal grant that representative can use the representative’s own trademark and brand on to the products togeth
第20条客户投诉Article 20 Complaints by customers
The representative shall immediately provide after service work and inform the principal of any observations or complaints received from customers in respect of the Products, The parties hereto shall deal promptly and property with such complaints.
第21条专营权Article 21 Exclusivity
The Principal shall, during the life of this contract, grant representative within the Territory the nonexclusive right or to sell the products during term of contract, but date of 6 month after contract date, the principal shall grant the representative exclusive right or expire of contract by writing with signature.
第22条代理商知情权Article 22 Representative to be kept informed
22.1 The Principal shall provide the representative with all necessary written information relating to the Products (such as price lists, brochures, demo reels, animations etc) as well as with the information needed by the representative for carrying out his obligations under the contract.
22.2 He shall furthermore inform the representative without undue delay of his acceptance, refusal and/or non-execution of any business transmitted by the representative.
22.3 The Principal shall keep the representative informed of any relevant communication with customers in the Territory.
第23条合同期限Article 23 Term of the contract
23.1 This contract enters into force on the date it is signed by both parties and shall remain in force for 1 (one) calendar year.
23.2 Following the 1(one) calendar year period, parties will decide about a possible new set-up of their relationship.
第24条未完成的业务Article 24 Unfinished business
Orders transmitted by the representative or received by the Principal from customers established in the Territory before the expiry or termination of this contract and which result in the conclusion of a contract of sale not more than six months after such expiration, shall entitle the representative.
第25条提前终止Article 25 Earlier termination
25.1 Each party may terminate this contract with immediate effect, by notice giving in writing by means of communication ensuring evidence and date of receipt (e.g. registered mail with return receipt, special courier, fax, in case of a substantial breach by the other party of the obligations arising out of the contract, or in case of exceptional circumstances justifying the earlier termination.
25.2 Any failure by a party to carry out all or part of his obligations under the contract resulting in such detriment to the other party as to substantially deprive him of what he is entitled to expect under the contract, shall be considered as a substantial breach for the purpose of article 23.1., above. Circumstances in which it would be unreasonable to require the terminating party to continue to be bound by this contract shall be considered as exceptional circumstances for the purpose of a
25.3 The parties hereby agree that the violation of the provisions under 5, 7.3 of the present the contract is to be considered in principle, unless the contrary is proved, as a substantial breach of the contract. Moreover, any violation of the contractual obligations may be considered as a substantial breach, if such violation is repeated notwithstanding a request by the other party to fulfill the contract obligations.
25.4 Furthermore, the parties agree that the following situations shall be considered as exceptional circumstances that justify the earlier termination by the other party bankruptcy, moratorium, receivership, liquidation or any kind of composition between the debtor and the creditors, or any circumstances that are likely to affect substantially one part's ability to carry out his obligations under this contract.
第26条终止合同的赔偿Article 26 indemnity in case of termination
The representative shall not be entitled to an indemnity for goodwill or similar compensation ('goodwill Indemnity') in case of termination of the contract. This provision does not limit the representative right to claim damages for breach of contract as far as the termination by the Principal amounts to such a breach.
第27条归还文件和样品Article 27 Return of documents and sample
Upon expiry of this agreement the representative shall return to the principal all advertising material and other documents and samples which have been supplied to him by the Principal and are in the representative 's possession.
第28条仲裁－适用法律Article 28 Arbitration -Applicable law
28.1 Any dispute-arising out of or in connection with the present contract shall be finally settled in accordance with the Rules of Conciliation a. d Arbitration of the International Chamber of Commerce in . by one or more arbitrators designated in accordance to said Rules.
28.2 This contract is governed by the laws of The law of .
28.3 The arbitrators shall in any case consider such mandatory provisions of the law of the country where representative is established which would be applicable even if the parties submit the agreement to a foreign law. The arbitrators may take the above provisions into account to the extent they embody principles that are universally recognized and provided their application appears reasonable in the context of international trade and/or appear to be relevant for the enforcement of the arbitral award.
Article 29 Automatic inclusion under the present contract
The annexes attached to this contract form an integral part of the agreement. Annexes or parts of annexes that have not been filled in will be effective only to the extent and under the conditions indicated in this contract.
第30条以前协议更改无效Article 30 Previous agreements modification nullity
30.1 This contract supersedes any other preceding agreement between the parties on the subject.
30.2 No addition or modification to this c
30.3 The nullity of a particular clause of this contract shall not entail the nullity of the whole agreement, unless such clause is to be considered as substantial, i.e.. if the clause is of such importance that the parties (or the party to the benefit of which such clause is made) would not have entered into the contract if it had known that the clause would not be valid.
第31条禁止转让Article 31 Prohibition of assignment
The present contract cannot be assigned without prior written agreement between the both parties
The Principal The Representative