美国医用电冰箱经销合同 (第二部分 中英文) MEDICAL REFRIGERATOR DISTRIBUTION CONTRACT (c) A third arbitrator (the Presiding Arbitrator) shall be appointed by agreement between the Parties in accordance with the provisions of Articles 18.2 (d)美国医用电冰箱经销合同 (第二部分 中英文)
MEDICAL REFRIGERATOR DISTRIBUTION CONTRACT
(c) A third arbitrator (the "Presiding Arbitrator") shall be appointed by agreement between the Parties in accordance with the provisions of Articles 18.2 (d) and (e) below, and, if the Parties fail to jointly appoint the Presiding Arbitrator within the time specified in the Arbitration Rules, the Chairman of CIETAC shall make such appointment, taking into consideration the criteria set out in this Article 18.2.
(d) No arbitrator may be a national of (i) the PRC or (ii) [home country of Party B]. (d) 任何一名仲裁员都不应具有(i)具有中华人民共和国国籍；或(ii)[乙方所在国国籍]
(e) The Presiding Arbitrator (and any successor or replacement appointee in place of any Presiding Arbitrator initially appointed) shall, unless otherwise agreed in writing by the Parties, be a national of one of the following countries
: (e) 首席仲裁员（及其继任者或任何代替原先指定担任首席仲裁员的人选）应具有以下任一国籍：
(i) Australia; (ii) Belgium; (i) 澳大利亚(ii) 比利时
(iii) Canada; (iv) New Zealand; (iii) 加拿大(iv) 新西兰
(v) Sweden; (vi) Switzerland; (v) 瑞典(vi) 瑞士
(vii) The Netherlands; or (viii) The United Kingdom. (vii) 荷兰(viii) 英国
(f) The arbitration proceedings shall be conducted in the English language.
(g) All costs of arbitration (including but not limited to arbitration fees, costs of arbitrators and legal fees and disbursements) shall be borne by the losing party, unless otherwise determined by the arbitration tribunal.
(h) The provisions of Chapter III of the Arbitration Rules (concerning summary procedure) are excluded, regardless of whether the total amount of the claim amounts to RMB 500,000. (h) 无论赔偿请求是否总计达人民币500，000，贸仲会仲裁规则第三章条款（关于简易程序）在尽可能允许范围内排除适用。]
[NB: This clause could be considered to be a variation to the CIETAC Rules. Article 7 of the CIETAC Rules states that variations to the Rules are subject to consent by the Arbitration Commission]. [注：本条内容可能被认定为对贸仲会仲裁规则的变更。贸仲会仲裁规则第7 条规定变更仲裁规则应获得仲裁委员会的同意。]
Or Option (2): SIAC Rules [选择（2） 新加坡国际仲裁中心仲裁
(a) In the event the dispute is not resolved through consultations within [sixty (60)] days after the date such consultations were first requested in writing by a Party, then any Party may submit the dispute to Singapore International Arbitration Centre ("SIAC") for arbitration in Singapore in accordance with the Arbitration Rules of the SIAC then in force, and as amended by this Article 18.2 ("Arbitration Rules").
(a) 如果某一争议未在一方首次书面提出进行协商之日后[六十(60)]日内通过友好协商解决，则任何一方可将该争议提交新加坡国际仲裁中心(“仲裁中心”)在[新加坡]按照当时有效的仲裁中心仲裁程序规则（并根据本第18.2 条作出修订）(“仲裁规则”)进行仲裁。
(b) The tribunal shall consist of [one] [three] arbitrator(s) to be appointed by the Chairman of the SIAC.
(c) The language of the arbitration shall be English.] (c) 仲裁应用[英语]进行。 18.3 Procedural Compliance 18.3 遵守程序性规定
The Parties undertake: 双方保证：
(a) to comply strictly with the time limits specified in the Arbitration Rules for the taking of any step or the performance of any act in or in connection with any arbitration; and
(b) to comply with and to carry out, in full and without delay, any procedural orders (including, without limitation to, any interim measures of protection ordered) or any award (interim or final) made by the arbitral tribunal.
18.4 Enforcement of Award 18.4 裁决的执行
Each of the Parties irrevocably: 各方不可撤销地：
(a) agrees that any arbitral award shall be final and binding;
(b) undertakes that it will execute and perform the arbitral award fully and without delay. In the event of judicial acceptance and an order of enforcement, each party expressly waives all rights to object thereto, including any defense of sovereign immunity and any other defense based on the fact or allegation that it is an agency or instrumentality of a sovereign state; and
(c) waives any rights which it may have to contest the validity of the arbitration agreement set forth in this Article or the jurisdiction of the relevant arbitration institution to hear and to determine any arbitration begun pursuant to this Article 18.
When any dispute occurs and is the subject of friendly consultations or arbitration, the Parties shall continue to exercise their remaining respective rights and fulfil their remaining respective obligations under this Contract, except in respect of those matters under dispute. 当某一争议发生并且正在通过友好协商或仲裁解决时，双方应继续行使其各自在本合同项下的其他权利，同时继续履行其各自在本合同项下的其他义务，但与争议事项有关的权利和义务除外。
18.5 Injunctive Relief 18.5 禁令救济
Notwithstanding the foregoing, the Parties agree that each Party has the right to seek temporary or permanent injunctive or other similar relief in any court or other authority of competent jurisdiction in respect of any claims of breach of confidentiality or IPR infringement or for an order of specific performance or other injunctive relief as permitted under Applicable Laws. 无论本合同前述条款有何规定，双方同意每一方均有权就任何违反保密义务或知识产权侵权的主张向任何一个有管辖权的法院或其他机关寻求临时或永久禁令或其他类似的救济措施，或申请实际履行的执行令或其他相关法律允许的禁令救济。
18.6 Governing Law 18.6 适用法律
The validity, interpretation and implementation of this Contract shall be governed by the laws of [the People's Republic of China][[another jurisdiction] (without regard to its rules governing conflict of laws)]. 本合同的效力、解释以及执行适用[中华人民共和国法律][[另一司法区域]的法律（该司法区域有关法律冲突的规则不适用）]。
19. MISCELLANEOUS PROVISIONS 19. 其他规定
19.1 Independent Contractor Relationship 19.1 合同双方之间的独立关系
The Parties are only establishing a vendor-purchaser relationship with each other by entering into this Contract. Nothing in this Contract shall be construed or implied as:
(a) establishing between the Parties hereto any partnership or any other form of relationship entailing joint liability;
(b) constituting either of the Parties hereto as the agent of the other Party (except with the other Party's prior written consent); or
(c) authorizing either Party to incur any expenses or any other form of obligation on behalf of the other Party (except with the other Party's prior written consent). (c) 授权一方为另一方招致费用或其他任何形式的义务（另一方事先书面同意的除外）。
19.2 Binding Effect 19.2 合同约束力的范围
This Contract is made for the benefit of the Parties hereto and their respective lawful successors and assignees and is legally binding on them.
19.3 Amendment 19.3 修改
This Contract shall not be changed verbally, but only by a written instrument signed by the Parties. 本合同不得以口头方式修改，而须经双方签署书面文件后方可修改。
19.4 Mutual Agreement of the Parties 19.4 合同双方共同协商的结果
THE PARTIES DECLARE THAT THE PROVISIONS OF THIS CONTRACT REFLECT THE RESULTS OF THEIR COMMERCIAL NEGOTIATIONS CONDUCTED IN GOOD FAITH AND THAT NONE OF THE PROVISIONS HEREOF CONSTITUTES THE STANDARD TERMS OF EITHER PARTY. DISTRIBUTOR ACKNOWLEDGES THAT IT HAS REVIEWED AND UNDERSTANDS THE PROVISIONS OF THIS CONTRACT AND HAS RECEIVED SATISFACTORY EXPLANATIONS AS TO ANY ISSUE RAISED BY IT IN RESPECT THEREOF. 本合同双方确认本合同的条款体现双方本着诚信原则谈判的结果，本合同的条款不构成任一方的标准条款。经销商承认其已经审阅并理解本合同的条款且已经就相关条款的任何疑问得到满意的解释。
19.5 No Publicity 19.5 合同内容保密
The existence of this Contract, as well as its contents, shall be deemed to fall within the scope of Confidential Information and subject to Article 15, and shall not be disclosed in whole or in part to any person or entity, except (i) to Permitted Disclosure Parties, (ii) to authorized securities regulators or exchanges in accordance with Applicable Laws or the relevant rules of the securities exchange to which the Party in question is subject, (iii) to officials in relevant government departments pursuant to the requirements of Applicable Laws, (iv) in order to fulfil any conditions precedent to the effectiveness of this Contract or (v) for the purpose of the performance by a Party of its obligations or exercise of its rights hereunder or relating hereto.
各方应对本合同的存在及其内容当作本合同规定的保密资料，并根据本合同第15 条规定加以保护，合同双方不得向任何人或实体予以全部或部分披露，但向以下各方的披露的除外：(i) 向允许披露方披露；(ii)向依据有关法律或该方为规制对象的证券交易所规则，获得授权的市场监管官员或交易所披露；(iii)依据有关法律向有关政府机构的官员披露；(iv)为了满足本合同的生效条件；或者(v)一方为履行其于本合同项下或与本合同相关的义务或行使其于本合同项下或与本合同相关的权利。
19.6 No Solicitation 19.6 禁止招揽另一方雇员
Neither Party shall, during the Term or within one (1) year after the Expiration Date, directly solicit for employment the other Party's personnel who are engaged in the performance of this Contract without the prior written consent of the other Party.
19.7 Notices 19.7 通知
(a) Any notice or written communication provided for in this Contract by either Party to the other, including but not limited to any and all offers, writings, or notices to be given hereunder, shall be made in [language] and delivered: (a) 本合同规定一方向另一方发出的通知或书面函件（包括但不限于本合同项下所有要约、书面文件或通知）均应以[语言]制作，并通过以下方式送达相应一方：
(i) by hand; (i) 当面递交；或
(ii) by courier service delivered letter; or (ii) 专递信函；或
(iii) by facsimile. (iii) 传真。
(b) Notices shall be deemed to have been delivered at the following times: (b)
(i) if by hand, on reaching the designated address and subject to return receipt or other proof of delivery;
(ii) if by courier, the [fifth] Business Day after the date of dispatch; and
(ii) 如果是以专递信函方式送达，为递交日后的第[五] 个营业日；且
(iii) if by fax, upon the next Business Day following the date marked on the confirmation of transmission report by the sender's fax machine, indicating completed uninterrupted transmission to the relevant facsimile number.
(c) During the Term, each Party may change its particulars for receipt of notices at any time by notice given to the other Party in accordance with this Article 19.7.
[mailing address] [经销商]
People's Republic of China 中华人民共和国
Facsimile No: 传真号码：
[mailing address] [邮址]
Facsimile No: 传真号码：
19.8 Waiver 19.8 不放弃权利
Either Party's failure to exercise or delay in exercising any right, power or privilege under this Contract shall not operate as a waiver thereof, and any single or partial exercise of any right, power or privilege shall not preclude the exercise of any other right, power or privilege.
19.9 Assignability 19.9 可转让性
The Distributor may not assign in whole or in part any of its rights hereunder or any rights arising from any individual order for the purchase of the Products without the prior written consent of Supplier. The Supplier shall be entitled to assign in whole or in part any of its obligations hereunder or arising from any individual order for the purchase of the Products to any of its Affiliates or suppliers solely upon written notice to Distributor, provided that Supplier shall remain fully liable for the performance of such obligations.
19.10 Severability 19.10 可分割性
The invalidity of any provision of this Contract shall not affect the validity of any other provision of this Contract.
19.11 Entire Agreement 19.11 全部合同
This Contract and the Schedules and Annexes hereto constitute the entire agreement between the Parties hereto with respect to the subject matter of this Contract and supersede all prior discussions, negotiations and agreements between them, including, the [Memorandum of Understanding between previously signed] 本合同及其附录和附件构成双方就本合同标的达成的全部协议，并且取代双方之间此前就该标的进行的所有磋商、谈判以及达成的协议。
19.12 Further Endeavours 19.12 进一步努力
A Party shall, at any time, upon the request of the other Party, execute or procure the execution of such documents, agreements, contracts or deeds and do or procure the doing of such acts and things as may be [reasonably] necessary to give full effect to the provisions of this Contract.
19.13 Costs 19.13 费用
Save as otherwise provided in this Contract, each Party shall bear its own legal and other professional costs in relation to the preparation, negotiation and entry into of this Contract.
19.14 Schedules and Annexes 19.14 附录以及附件
The Schedules and Annexes hereto are made an integral part of this Contract and are equally binding with the main body of the Contract. In the event of any conflict between the terms and provisions of the main body of the Contract and the Schedules or Annexes, the terms and provisions of the main body of this Contract shall prevail.
19.15 Language 19.15 文本
This Contract is executed in the Chinese language and English language originals. Both language versions shall be equally authentic.
IN WITNESS WHEREOF, each of the Parties hereto has caused this Contract to be executed by its duly authorized representative on the date first set forth above. 双方已于本合同首页所载日期通过其正式授权的代表签订本合同，以资证明。
Name: [Distributor rep name] Name: [Supplier rep name] 姓名： [经销商代表姓名] 姓名 [供应商代表姓名]
Title: [Distributor rep position] Title: [Supplier rep position] 职务： [经销商代表职务] 职务： [供应商代表职务]
Nationality: [Chinese] Nationality: [Supplier rep nationality] 国籍： 中国 国籍： [供应商代表国籍]
SCHEDULE A DEFINITIONS AND INTERPRETATION 附录一 - 定义
Part A - Definitions 第一部分 - 定义
Unless the terms or context of this Contract otherwise provide, the following terms shall have the meanings set out below:
"Affiliate" means any entity which, directly or indirectly, is controlled by, under common control with, or in control of, a Party; the term "control" being used in the sense of power to elect or appoint a majority of directors or to direct the management of a company.
"aggrieved Party" shall have the meaning set out in Article 16.1.
"Applicable Laws" means the laws, regulations, rules, notices, and other legislative, executive or judicial decisions or pronouncements binding on either Party or in relation to the subject matter of this Contract.
"breaching Party" shall have the meaning set out in Article 16.1.
"Business Day" means: “工作日” 指：
(a) (a) in respect of any action to be taken in the PRC, any day on which the companies in the PRC are generally open for business in the PRC, including a Saturday or Sunday which the PRC government temporarily declares to be a working day ("Working Rest Day"), but excluding a statutory holiday, or a Saturday or Sunday other than a Working Rest Day; and (a)
(b) (b) in respect of any action to be taken in [Supplier Home Country], any day on which the companies in [Supplier Home Country] are generally open for business in [Supplier Home Country].
(b) 就在[许可人所在国]采取的任何行为而言， 指[许可人所在国]境内公司通常对外营业的任何一日。
“China” and “PRC” mean the People’s Republic of China[, but for purposes of this Contract do not include the special administrative regions of Hong Kong and Macau and the region of Taiwan].
"Confidential Information" means any business, marketing, technical, scientific or other information disclosed by any Party (including in the case of Supplier, its Affiliates) which, at the time of disclosure, is designated as confidential (or like designation), is disclosed in circumstances of confidence, or would be understood by the Parties, exercising reasonable business judgement, to be confidential.
"Contract" shall have the meaning set out in the preamble.
"Cure Period" shall have the meaning set out in Article 16.1(a).
"disclosing Party" shall have the meaning set out in Article 15.1.
"dispute" shall have the meaning set out in Article 18.1.
"Distributor" shall have the meaning set out in the preamble.
"Effective Date" means the [date of this Contract first shown above][the date on which each of the conditions precedent in Article 11 has been satisfied or waived in accordance with the terms thereof].
"Expiration Date" means the day on which the initial Term or any extended Term expires in accordance with the provisions of Articles 13.2 and 14.1.
“合同期满日”指根据第13.2 和14.1 条，合同初始期限或者任何续展期限届满之日。
"Force Majeure" shall have the meaning set out in Article 17.1.
"Intellectual Property Rights" or "IPR" means any and all rights in any invention, discovery, improvement, utility, model, copyrightable work, industrial design or mask work, algorithm, data structure, trade secrets or know-how, Confidential Information, or any idea having commercial value. IPR shall include any trademark, trade dress, trade name, domain name, or other marks that serve to identify and distinguish goods or services as coming from, or falling under the control of, a single source. IPR shall include all rights of whatsoever nature in computer software and data, all intangible rights or privileges of a nature similar to any of the foregoing in every case in any part of the world and whether or not registered, and all rights in any applications and granted registrations for any of the foregoing rights.
"Notifying Party" shall have the meaning set out in Article 14.1(c).
"Party" shall have the meaning set out in the preamble.
"Parties" shall have the meaning set out in the preamble.
"Products" mean the products listed in Annex 1 hereto, as amended from time to time in writing by the Parties.
"Permitted Disclosure Parties" shall have the meaning set out in Article 15.1(c).
"receiving Party" shall have the meaning set out in Article 15.1.
"Renminbi" or "RMB" means the lawful currency of China from time to time.
"Supplier" shall have the meaning set out in the preamble.
"Term" means the term of the Contract from the Effective Date through the Expiration Date. “合同期限”指本合同从合同生效日至合同期满日之间的期间。
"Territory" means China. “区域”指中国。
"United States Dollars" or "US$" means the lawful currency of the United States of America. “美元”或“US$”指美利坚合众国的法定货币。
[Insert other definitions as appropriate] [根据情况加入其他定义]
Part B - Interpretation 第二部分：解释
1. A reference to any Applicable Laws or to any legislation or to any provision of Applicable Laws or of any legislation includes a reference to such Applicable Laws or legislation as amended or modified from time to time.
2. A reference to a "person" includes any individual or entity (including any company, business or other enterprise or entity, joint venture, institution, state or government department), as the context permits.
3. References to Schedules, Annexes, Articles and Sections are references to schedules, annexes, articles and sections of this Contract. References in this Contract to contracts, agreements or other documents, shall mean the same as amended from time to time.
4. A reference to any PRC government authority or department includes such authority or department at State, provincial, municipal and other levels
5. References in this Contract to government ministries, bureaux, departments, commissions, agencies, etc. shall include all successor entities thereto.
6. In this Contract, the masculine form includes the feminine form and the singular form includes the plural form, and vice versa.
7. Headings are for convenience of reference only and shall not affect the construction or interpretation of this Contract.
8. A reference to any Party to this Contract or to any other party to any contract, agreement or document includes a reference to that party's successors and permitted assigns.
9. The words "includes" or "including" mean "includes without limitation" and "including without limitation" respectively.
CAVEATS AND DRAFTING NOTES 注意事项与说明
1. Caveats 1. 注意事项
1.1 Independent Legal Advice 1.1 独立法律判断
The user of this template is required to exercise independent legal judgment or take independent legal advice in respect of each provision of this template and make any and all revisions or supplements necessary or appropriate to ensure that such provisions (a) are applicable and appropriate to the subject transaction, and (b) comply with relevant requirements of applicable law as then in effect.
1.2 User Discretion 1.2 变通条款
Items left blank in the template are to be completed by the user in accordance with the requirements of the subject transaction. Certain provisions and phrases have been placed in square brackets in order to draw the particular attention of the user thereto and such provisions or phrases in square brackets are to be used, completed, modified or deleted as the user determines appropriate.
2. Drafting Notes 2. 说明
2.1 General Drafting Notes
This template has been drafted in contemplation of a distribution arrangement with the following characteristics (and thus may not be appropriate in this form without applicable substantive modifications for transactions with different characteristics):
(a) The Supplier is a foreign manufacturer. (a) 供货方为外国设备制造商；
(b) The Distributor is a domestic Chinese legal person with import-export trade and distribution authority (so no separate import-export company is required to be a party hereto). (b) 经销商具有相应的进出口及经销权；
(c) This is a buy-sell distribution arrangement under which Distributor purchases and takes title to the Product and then resells the Products to end customers or second-tier distributors (if permitted) without adding value to the Products. (Thus, this is not a sales agency, franchise, component supply, value-added reseller, systems integration or other similar arrangement.)
(d) The Products do not include software. (d) 产品不包含软件；
(e) The Products require no installation. (e) 产品无须安装调试服务；
(f) It is assumed that the Distributor can and will provide repair services.
(g) The Supplier is to provide Standard Conditions of Sale (Annex 2).
(h) The user is acting for the Supplier (and thus this template is drafted in a manner favorable to the Supplier).