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1、独家经销协议（英文）APPOINTMENT OF EXCLUSIVE DISTRIBUTOR AGREEMENT Dated 08th January 20021 Parties(1) (name of principal) whose registered office is in the PR of China at the address . (the Principal)(2) (name of principals agent) whose registered office in the PR of China at the address . (the Principals ag
2、ent)2 Recitals2.1 The Principal manufactures goods including the Products2.2 The Principals agent trades with the Products of the Principal 2.3 The Distributor wishes to sell the Products in the Territory3 DefinitionsThe following terms shall have the following meanings:3.1 Business: the promotion a
3、nd sale of the Products by the Distributor and all matters related3.2 Commencement Date: the date set out at the head of this Agreement3.3 Conditions: the provisions contained in clauses 5 to 9 which shall be incorporated into this Agreement in their entirety3.4 Consignment: each shipment of Product
4、s made by the Principal and/or the Principals agent in response to an order placed in accordance with the terms of this Agreement by the Distributor3.5 Currency: US Dollars3.6 Documents: the documents which must be presented in order to obtain payment under the respective sales contract pursuant to
5、which a documentary credit is opened3.7 Expiry Date: within 2 two years after Commencement Date unless extended as per clause 5.6 of this Agreement3.8 Trade Name: (insert details)3.9 Minimum Annual Performance: sales of the Products in each year of the Term 3.10 Products: the products briefly descri
6、bed in Schedule 1 3.11 Rights: the sole and exclusive right of the Distributor to carry on:3.11.1 the Business3.11.2 for the Term3.11.3 in the Territory3.12 Term: the period starting on the Commencement Date and ending on the Expiry Date unless earlier determined as provided in this Agreement3.13 Te
7、rritory: the territory of the State of Israel4 Grant and reservations4.1 The Principal grants to the Distributor the Rights4.2 The Principal agrees not to appoint any other person to act as its distributor of the Products in the Territory during the Term4.3 Without prejudice to the remaining provisi
8、ons of this Agreement the Principal reserves the right to vary the Price of the Products subject current market prices at the time of receiving an order from the DistributorCONDITIONS5 Principals obligationsThe Principal agrees with the Distributor throughout the Term:5.1 Sole and exclusive distribu
9、torNeither itself nor through any agent or other distributor lawfully acting for it directly or indirectly to infringe the Rights5.2 Support and informationTo support the Distributor in its efforts to promote the Business and sales of the Products and in particular at its own expense5.2.1 to supply
10、trial samples of the Products upon request from the Distributor5.2.2 to provide and promptly update information about the Products5.3 IndemnityTo indemnify and keep indemnified the Distributor from and against any and all loss damage or liability whether criminal or civil suffered and legal fees and
11、 costs incurred by the Distributor in the course of conducting the Business and resulting from:5.3.1 any act, neglect or default of the Principal, the Principals agent or their agents, employees, licensees or customers5.3.2 any successful claim by any third party alleging libel or slander in respect
12、 of any matter arising from the supply of the Products or the conduct of the Business in the Territory provided that such liability has not been incurred by the Distributor through any default in carrying out the terms of this Agreement5.4 Delivery of ProductsSubject to availability to supply to the
13、 Distributor or the customers of the Distributor in the Territory the Products in accordance with orders received from the Distributor which:5.4.1 comply in all respects with relevant governmental or other regulations in the Territory5.4.2 are of merchantable quality5.4.3 conform to sample and speci
14、fication limits5.4.4 are at prices notified to the Distributor by the Principal on a case to case basis5.4.5 are delivered with all reasonable dispatch as provided in the specific sales contract5.5 Extension of TermTo extend the Term for one further period of two years without break in continuity pr
15、ovided that the Distributor:5.5.1 has properly observed and performed its obligations under this Agreement throughout the Term5.5.2 serves a notice on the Principal requiring such extension not later than 30 days before the Expiry Date5.5.3 accepts that the terms of this Agreement shall apply to any
16、 extension of the Term under this clause 5.6 Extension of Territory5.6.1 To give to the Distributor not less than 60 days written prior notice of the Principals intention to appoint any person other than the Distributor and of the terms of such appointment:5.6.1.1 to sell the Products or goods simil
17、ar to the Products5.6.1.2 in any places adjoining the perimeter of the Territory5.6.2 Such notice may be treated by the Distributor as an offer of an equivalent appointment and before its expiry the Distributor may give written notice to the Principal that it will take up such appointment on such te
18、rms5.6.3 Not to offer to any other person terms more favourable than those contained in the notice within 90 days of the expiry of the notice5.7 Extension of ProductsTo add to the Products the goods regularly produced by the Principal and/or traded by the Principals agent provided that the Distribut
19、or:5.7.1 has properly observed and performed its obligations under this Agreement so far 5.7.2 has achieved the Minimum Annual Performance so far5.7.3 executes an annex to this Agreement in respect of the addition 5.8 No assignmentNot to assign the benefit of this Agreement without the prior consent
20、 of the Distributor6 Distributors obligationsThe Distributor agrees with the Principal throughout the Term:6.1 DiligenceAt all times to work diligently to protect and promote the interests of the Principal6.2 Exclusive agency and territoryNot without the previous consent in writing of the Principal
21、to be concerned or interested either directly or indirectly in the supply of any goods in the Territory which are similar to or competitive with the Products6.3 Diligently to promoteAt all times diligently to promote and procure sales of the Products throughout the Territory and in particular to ach
22、ieve the Minimum Annual Performance by appropriate means including:6.3.1 personal visits to and correspondence with such purchasers6.3.2 advertising and distribution of publicity matter subject however to the specific prior approval in writing in all cases by the Principal of the form and extent of
23、such advertising and publicity matter6.4 Good faithIn all matters to act loyally and faithfully toward the Principal6.5 Compliance6.5.1 To conduct the Business in an orderly and businesslike manner6.5.2 To comply in the conduct of the Business with all laws and bylaws of a governmental nature applic
24、able to the Business6.6 DisclosureOn entering into this or any other agreement or transaction with the Principal during the Term or any continuation of it to make full disclosure of all material circumstances and of everything known to it respecting the subject matter of the relevant conduct or tran
25、saction which would be likely to influence the conduct of the Principal.6.7 Pass on information6.7.1 To refer to the Principal any inquiries from prospective customers or other leads outside the Territory6.7.2 To supply to the Principal information which may come into its possession which may assist
26、 the Principal to effect sales or other dealings for the Business or in the Products outside the Territory6.8 Secrecy6.8.1 Not at any time during or after the Term to divulge or allow to be divulged to any person any confidential information relating to the goods, business or affairs of the Principa
27、l other than to persons who have signed a secrecy undertaking in the form approved by the Principal6.8.2 Not to permit any person to act or assist in the Business until such person has signed such undertaking6.9 DisputesIn the event of any dispute arising between the Distributor and a customer or pr
28、ospective customer, forthwith to inform the Principal and provide the Principal with details of the circumstances of the dispute.6.10 NoticeTo comply with the terms of any Default Notice as defined in clause 8.2 specifying a breach of the provisions of this Agreement and requiring the breach to be r
29、emedied so far as it may be but nothing in this clause is intended to require the Principal to serve notice of any breach before taking action in respect of it6.11 Sub-distributors6.11.1 To appoint sub-distributors6.11.2 To be responsible for the activities of any properly appointed sub-distributors
30、6.12 Assignment6.12.1 Not to assign charge or otherwise deal with this Agreement in any way without the consent of the Principal6.12.2 In the case of an intended assignment by the Distributor such consent shall not be unreasonably withheld subject that the proposed assignee shall agree directly with
31、 the Principal to be bound by the terms of this Agreement6.13 Grant backIf at any time during the Term the Distributor makes or discovers any improvements to the Business and/or the marketing of the Products forthwith to provide the Principal with all necessary details.6.14 Prompt paymentTo pay prom
32、ptly all sums due to the Principal in respect of the supply by the Principal to the Distributor of the Products.6.15 IndemnityTo indemnify and keep indemnified the Principal from and against any and all loss damage or liability (whether criminal or civil) suffered by the Principal resulting from a b
33、reach of this Agreement by the Distributor including any act, neglect or default of the Distributors agents, employees, licensees or customers.6.16 Pay expensesTo pay all expenses of and incidental to the carrying on of the Business6.17 No warrantiesNot to make any representations to customers or to
34、 give any warranties other than those contained in any standard terms and conditions laid down by the Principal from time to time6.18 Act as principalIn all correspondence and other dealings relating directly or indirectly to the sale or other dispositions of the Products clearly to indicate that it
35、 is acting as principal7 TerminationThis Agreement shall terminate:7.1 TimeOn the Expiry Date or pursuant to clause 5.6 of this Agreement7.2 Low ordersIn the event that the Minimum Annual Performance is not achieved at any time subject to clause 8.2 of this Agreement.7.3 Fundamental breachOn the occ
36、urrence of any of the following events which are fundamental breaches of this Agreement:7.3.1 failure to comply with the terms of any Default Notice as defined in clause 8.2 within the time stipulated7.3.2 infringement of the Rights 7.3.3 unfair price quotation from the Principal and/or the Principa
37、ls agent7.4 InsolvencyIf the Distributor goes into liquidation either compulsory or voluntary (save for the purpose of reconstruction or amalgamation) or if a receiver is appointed in respect of the whole or any part of its assets or if the Distributor makes an assignment for the benefit of or compo
38、sition with its creditors generally or threatens to do any of these things or any judgment is made against the Distributor or any similar occurrence under any jurisdiction affects the Distributor8 Termination consequences8.1. Compensation for termination8.1.1 In case of termination of this Agreement
39、 pursuant to clause 7.3.2 the Distributor shall be entitled to receive compensation amounting to $ 500 000 five hundred thousand US Dollars8.1.2 The compensation shall be paid to the Distributor not later than 15 days after the date of termination8.2 Default noticeIn the event of a breach by any par
40、ty of any of the provisions of this Agreement other than a fundamental breach specified in Clause 7.3 the other party may serve notice requiring the breach to be remedied within a reasonable time stipulated in that notice but nothing in this clause shall require the party to serve notice of any brea
41、ch before taking action in respect of it8.3 Existing rightsThe expiry or termination of this Agreement shall be without prejudice to any rights, which have already accrued, to either of the parties under this Agreement9 Miscellaneous9.1 WarrantyEach of the parties warrants its power to enter into th
42、is Agreement and has obtained all necessary approvals to do so9.2 The Distributor warrants that it is not at the time of entering into this Agreement insolvent and knows of no circumstance which would entitle any creditor to appoint a receiver or to petition for winding up or to exercise any other r
43、ights over or against its assets9.3 Force majeureBoth parties will be released from their respective obligations in the event of national emergency, war, prohibitive governmental regulations or if any other cause beyond the reasonable control of the parties renders performance of the Agreement impos
44、sible.9.4 SeveranceIn the event that any provision of this Agreement is declared by any judicial or other competent authority to be void, voidable, illegal or otherwise unenforceable the parties shall amend that provision in such reasonable manner as achieves the intention of the parties without ill
45、egality or the remaining provisions of this Agreement shall remain in full force and effect unless each of the parties at its own discretion decides that the effect of such declaration is to defeat the original intention of the parties in which event the said party shall be entitled to terminate thi
46、s Agreement by 60 days notice to the other parties and the provisions of clause 8 shall apply accordingly9.5 Whole agreementThe Distributor acknowledges that this Agreement contains the whole agreement between the parties and it has not relied upon any oral or written representations made to it by t
47、he Principal, the Principals agent or their employees or agents and has made its own independent investigations into all matters relevant to the Business9.6 Supersedes prior agreementsThis Agreement supersedes any prior agreement between the parties whether written or oral and any such prior agreeme
48、nts are cancelled as at the Commencement Date but without prejudice to any rights which have already accrued to either of the parties9.7 Change of addressEach of the parties shall give notice to the other of change or acquisition of any address or telephone telex or similar number as soon as practicable and in any event within 48 hours of such change or acquisition9.8 NoticesAny notice to be served on either of the parties by the other shall be sent by prepaid recorded delivery or registered post or by telex or by electronic