国外代理合作协议英文模板

Between:

(1) ____________________________organized and existing under the laws of China, whose

registered offices are at_______________________ taxpayer nr___________, having an equity

capital of USD XXXXXXXXX, (hereinafter calle

d “Company”).

(2)

___________________,

organized

and

existing

under

the

laws

of

_______________,

whose

registered

offices

are

at

___________________________,

taxpayer

nr

________________,

Company

Registration

number

__________

,

(hereinafter

called

the

“Distributor”),

whereby

is

it

agreed as follows:

1 Appointment

1.1 The Company hereby appoints the Distributor and the Distributor agrees to act as the distributor

of the Products specified in the Schedule 1 here (hereinafter called “the Product” or “the

Products”) in

the territory/client of

______

(hereinafter called “the territory”) and the Distributor agrees to act in

that capacity subject to the terms and conditions of this Agreement.

1.2

Subject

as

provided

in

Schedule

4.4,

the

Company

shall

not

appoint

any

other

person,

firm

or

company in the Territory/client as a distributor or agent for the Products in the Territory/client.

1.3 The Distributor shall buy and sell Products in its own name and for its own account and it acts as

an

independent

contra

ctor

in

respect

to

both

the

Company

and

to

the

Distributor’s

customers.

The

Distributor

shall

be

entitled

to

describe

itself

as

the

Company’s

“Authorized

Distributor”

for

the

Products,

but

shall

not

hold

itself

out

as

the

Company’s

agent

for

sales

of

the

P

roducts

or

as

being

entitled to bind the Company in any way. The Distributor shall not sell any of the Products through a

sales agent or to a sub-distributor without the express written permission of the Company.

1.4 Nothing in this Agreement shall entitle the Distributor to:

1.4.1

Any

priority

of

supply

in

relation

to

the

Products

as

against

the

Company’s

other

distributors or customers; or

1.4.2 Any right or remedy against the Company if any of the Products are sold in the Territory

by any person, firm or company outside the Territory other than the Company; or

1.4.3

Solicit

customers

for

the

Products

outside

the

Territory

either

directly

or

through

an

agent; or

1.4.4 Establish or maintain any branch, office or other sales outlet or storage deposit outside

the Territory for the purposes of the sale or distribution of the Products.

1.5 The Distributor shall not:

1.5.1 Obtain the Products (or any goods which compete with the Products) for resale from any

person, firm or company other than the Company; or

1.5.2

Be

concerned

or

interested,

either

directly

or

indirectly,

in

the

manufacture,

sale

or

distribution in the Territory of any product which are in the reasonable opinion of the Company

deemed to be competitive to the Products;

1.5.3 Promote the selling of the Products to any customer in any country which is outside the

territory;

1.5.4 Sell the Products within the Territory if to the knowledge of the distributor that customer

intends to resell the Products in any country which is outside the Territory.

2 Delivery

2.1 Orders for the Products which do not conform to the standard estimated delivery times specified

by

the

Company

in

writing

are

subject

to

approval

and

acceptance

by

the

Company.

The

Company

shall use every reasonable effort to supply the Products to the Distributor promptly in accordance with

the delivery times referred to in the Distributor’s orders.

Distributors Agreement

2.2 Company shall not be obliged to continue the manufacture of all or any of the Products, and shall

be entitled to make such modifications to the specifications of the Products as it deems fit and each

order for the Products shall constitute a separate contract, and any default by the Company in relation

to any one order shall not entitle the Distributor to treat this Agreement as terminated.

2.3 The Distributor shall, in respect of each order for the Products be responsible for:

2.3.1

Ensuring

the

accuracy

of

the

order

and

providing

the

Company

with

any

information

necessary to enable the Company to fulfil the order and to comply with all labelling, marketing

and other applicable legal requirements in the Territory; and

2.3.2

Obtaining

any

necessary

import

licenses,

certificates

of

origin

or

requisite

documents,

and

paying

all

applicable

customs,

duties

and

taxes

in

respect

of

the

importation

of

the

Products into the Territory and their resale in the Territory.

2.4 Upon receipt and confirmation of each order, the Company shall as soon as is practicable inform

the

Distributor

of

its

estimated

delivery

date.

The

Company

shall

use

all

reasonable

endeavours

to

meet the delivery date.

2.5 The Distributor may reschedule the delivery dates for the Products by up to four (4) weeks after

the date specified in the order provided notice of such revised delivery date is given to the Company

as promptly as possible. In such case the Company may invoice the Distributor for its costs of storing

the Products from the date four (4) weeks after the notification that the Products concerned are ready

for dispatch against the revised date referred to above.

2.6 The title to the Products shall not pass to the Distributor until the Company has received payment

in full for all Products, equipment and parts supplied and all services rendered by the Company at any

time to the Distributor.

2.7

The

company

shall

deliver

the

Products

Ex-works

HaiLing

Industrial

Park,

Taizhou

City,

packed

ready

for

shipment

unless

otherwise

agreed

in

writing

and

risk

of

loss

of

or

damage

to

any

consignment

of

the

products

shall

pass

to

the

Distributor

from

the

time

the

company

notifies

the

Distributor that the Products are available for collection or from the time of delivery to the carrier at

the Company’s premises, whichever is

earlier.

2.8

The

Company’s

standard

terms

and

conditions

of

sale

as

set

out

in

Schedule

2

here

to

or

any

modification

thereof

from

time

to

time

shall

apply

to

all

sales

of

the

Products

to

the

Distributor

pursuant to this Agreement, except to the extent that if any of the same are inconsistent with any of

the provisions of this Agreement, the latter shall prevail.

3 Prices and payment

3.1 All Products to be supplied by the Company pursuant to this Agreement shall be sold on an Ex-

works basis, and accordingly the Distributor shall, in addition to the price, be liable for arranging and

paying all costs of transport and insurance.

3.2 Where the Company agrees to arrange for the transportation and insurance it does so as agent for

the

Distributor

and

the

Distributor

shall

reimburse

the

Company

the

full

costs

thereof

and

all

the

applicable

provisions

of

this

Agreement

shall

apply

to

the

payment

of

such

costs

as

they

apply

to

payment of the price of the Products.

3.3 The prices for all Products and spare parts relating thereto to be supplied hereunder shall be the

Companies Ex-works list prices from time to time (inclusive of packaging costs) less a percentage to

be agreed between the parties in writing from time to time and accordingly the Company shall:

3.3.1 Supply to the Distributor up to date copies of all price lists for the Products from time to

time; and

3.3.2 Give the Distributor not less than three (3) months notice in writing of any alteration in

such list prices, and the prices as so lettered shall apply to all Products delivered on and after

the applicable date of the increase, other than outstanding orders unless delivery of any such

order has been delayed at the request of the Distributor.

3.4 The terms of Payment for the Products and Spare Parts are by 30% deposit with Order & Balance

on sight of shipping document.

3.5

The

agreed

payment

term

is

60

days

from

the

date

of

delivery

of

the

Product.

The

Distributors

credit is limited to 10000?.

3.6

If

the

Distributor

fails

to

pay

the

price

for

any

Products

or

spare

parts

the

Company

shall

be

entitled (without prejudice to any other right or remedy it may have) to:

3.6.1 Cancel or suspend any further delivery to the Distributor under any order; and

3.6.2

Sell

or

otherwise

dispose

of

any

Products

which

are

the

subjects

of

any

order

by

the

Distributor, whether or not appropriated thereto, and the proceeds of sale set-off against the

overdue payment.

3.7 All prices for the Products are exclusive of any applicable value or any other sales tax, for which

the Distributor shall be additionally liable and all

payments shall be made by the Distributor in Euros by transfer to such bank account as the Company

may from time notify in writing.

4 Marketing of the products

4.1 The Distributor shall use its best endeavours to promote the sale of the Products throughout the

Territory.

Expenses

due

to

trade

fairs,

exhibition,

marketing

and

other

sales

promoting

measures,

which the Distributor undertakes on this initiative, shall be paid for by the Company unless otherwise

agreed in writing.

4.2 The Company will supply the Distributor with sales material for use in the Territory in such format

as agreed between the parties.

4.3 In connection with the promotion and marketing of the Products the Distributor shall:

4.3.1 Make clear, in all dealings with customers and prospective customers, that it is acting as

distributor of the Products and not as agent of the Company; and

4.3.2 Comply with all legal requirements from time to time in force relating to the storage and

sale of the Products; and

4.3.3 Provide to the Company copies of its up to date price list; and

4.3.4 Use in relation to the Products only such advertising, promotional and selling materials

as are approved in writing by the Company.

4.4 The marketing plan for the Products in the Territory shall be agreed in writing within six months of

the date of this Agreement in respect of Russia and for subsequent periods of 12 months.

4.5 The Distributor shall provide an after sales service for customers in relation to the servicing of the

Products

to

the

Company’s

reasonable

satisfaction

and

shall

en

sure

that

it

maintains

an

adequate

competent engineering service staff to enable the efficient servicing of the Products to take place.

5 Inspection and acceptance

5.1 Testing and inspection shall be carried out by the Company at its manufacturing location before

the Products are shipped. The Distributor may

conduct

at

its

own

expense

an

acceptance

test

in

order

to

establish

that

the

Products

fully

meet

specifications. The Distributor will assist the Company to obtain all material concerning the standards,

norms

and

approvals

for

the

Products

in

respect

of

the

Territory

and

shall

assist

and

help

the

Company by reasonable means in order to ensure that the products are acceptable for use under the

laws of the Territory.

5.2

The

Distributor

shall

require

that

its

customer

has

the

period

of

14

days

after

the

Product

has

passed

the

Distributor’s

acceptance

test

referred

to

in

Schedule

5.1

above

an

d

after

the

installation

and commission of the Product within which to notify the Distributor of any claim in the event that the

Product does not meet the terms of order in respect of its technical features and functions associated

with the fitness of purpose for which the Product was ordered.

5.3

In

the

event

that

any

of

the

Products

shall

fail

to

pass

the

Distrib

utor’s

acceptance

test,

the

Distributor

shall

promptly

notify

the

Company

of

the

defect

within

seven

(7)

working

days

of

completion of such acceptance test and the Company undertakes to replace, with the assistance of the