独家经销协议（英文）

独家经销协议（英文）

APPOINTMENT OF EXCLUSIVE DISTRIBUTOR AGREEMENT
Dated 08th January 2002
1 Parties
(1) (name of principal) whose registered office is in the PR of China at the address …. ('the Principal')
(2) (name of principal’s agent) whose registered office in the PR of China at the address …. ('the Principal’s agent')
2 Recitals
2.1 The Principal manufactures goods including the Products
2.2 The Principal’s agent trades with the Products of the Principal
2.3 The Distributor wishes to sell the Products in the Territory
3 Definitions
The following terms shall have the following meanings:
3.1 'Business': the promotion and sale of the Products by the Distributor and all matters related
3.2 'Commencement Date': the date set out at the head of this Agreement
3.3 'Conditions': the provisions contained in clauses [5] to [9] which shall be incorporated into this Agreement in their entirety
3.4 'Consignment': each shipment of Products made by the Principal and/or the Principal’s agent in response to an order placed in accordance with the terms of this Agreement by the Distributor
3.5 'Currency': US Dollars
3.6 'Documents': the documents which must be presented in order to obtain payment under the respective sales contract pursuant to which a documentary credit is opened
3.7 'Expiry Date': within 2 [two] years after Commencement Date unless extended as per clause [5.6] of this Agreement
3.8 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 described in Schedule 1
3.11 'Rights': the sole and exclusive right of the Distributor to carry on:
3.11.1 the Business
3.11.2 for the Term
3.11.3 in the Territory
3.12 'Term': the period starting on the Commencement Date and ending on the Expiry Date unless earlier determined as provided in this Agreement
3.13 'Territory': the territory of the State of Israel
4 Grant and reservations
4.1 The Principal grants to the Distributor the Rights
4.2 The Principal agrees not to appoint any other person to act as its distributor of the Products in the Territory during the Term
4.3 Without prejudice to the remaining provisions 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 Distributor

CONDITIONS
5 Principal's obligations
The Principal agrees with the Distributor throughout the Term:
5.1 Sole and exclusive distributor
Neither itself nor through any agent or other distributor lawfully acting for it directly or indirectly to infringe the Rights
5.2 Support and information
To support the Distributor in its efforts to promote the Business and sales of the Products and in particular at its own expense
5.2.1 to supply trial samples of the Products upon request from the Distributor
5.2.2 to provide and promptly update information about the Products
5.3 Indemnity
To 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 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 Principal’s agent or their agents, employees, licensees or customers
5.3.2 any successful claim by any third party alleging libel or slander in respect 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 Agreement
5.4 Delivery of Products
Subject to availability to supply to the 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 Territory
5.4.2 are of merchantable quality
5.4.3 conform to sample and specification limits
5.4.4 are at prices notified to the Distributor by the Principal on a case to case basis
5.4.5 are delivered with all reasonable dispatch as provided in the specific sales contract
5.5 Extension of Term
To extend the Term for one further period of two years without break in continuity provided that the Distributor:
5.5.1 has properly observed and performed its obligations under this Agreement throughout the Term
5.5.2 serves a notice on the Principal requiring such extension not later than 30 days before the Expiry Date
5.5.3 accepts that the terms of this Agreement shall apply to any extension of the Term under this clause
5.6 Extension of Territory
5.6.1 To give to the Distributor not less than 60 days' written prior notice of the Principal's 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 similar to the Products
5.6.1.2 in any places adjoining the perimeter of the Territory
5.6.2 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 terms
5.6.3 Not to offer to any other person terms more favourable than those contained in the notice within 90 days of the expiry of the notice
5.7 Extension of Products
To add to the Products the goods regularly produced by the Principal and/or traded by the Principal’s agent provided that the Distributor:
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 far
5.7.3 executes an annex to this Agreement in respect of the addition
5.8 No assignment
Not to assign the benefit of this Agreement without the prior consent of the Distributor
6 Distributor's obligations
The Distributor agrees with the Principal throughout the Term:
6.1 Diligence
At all times to work diligently to protect and promote the interests of the Principal
6.2 Exclusive agency and territory
Not without the previous consent in writing of the Principal 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 Products
6.3 Diligently to promote
At all times diligently to promote and procure sales of the Products throughout the Territory and in particular to achieve the Minimum Annual Performance by appropriate means including:
6.3.1 personal visits to and correspondence with such purchasers
6.3.2 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 such advertising and publicity matter
6.4 Good faith
In all matters to act loyally and faithfully toward the Principal
6.5 Compliance
6.5.1 To conduct the Business in an orderly and businesslike manner
6.5.2 To comply in the conduct of the Business with all laws and bylaws of a governmental nature applicable to the Business
6.6 Disclosure
On 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 transaction which would be likely to influence the conduct of the Principal.
6.7 Pass on information
6.7.1 To refer to the Principal any inquiries from prospective customers or other leads outside the Territory
6.7.2 To supply to the Principal information which may come into its possession which may assist the Principal to effect sales or other dealings for the Business or in the Products outside the Territory
6.8 Secrecy
6.8.1 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 Principal other than to persons who have signed a secrecy undertaking in the form approved by the Principal
6.8.2 Not to permit any person to act or assist in the Business until such person has signed such undertaking
6.9 Disputes
In the event of any dispute arising between the Distributor and a customer or prospective customer, forthwith to inform the Principal and provide the Principal with details of the circumstances of the dispute.

6.10 Notice
To 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 remedied 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 it
6.11 Sub-distributors
6.11.1 To appoint sub-distributors
6.11.2 To be responsible for the activities of any properly appointed sub-distributors
6.12 Assignment
6.12.1 Not to assign charge or otherwise deal with this Agreement in any way without the consent of the Principal
6.12.2 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 the Principal to be bound by the terms of this Agreement
6.13 Grant back
If 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 payment
To pay promptly all sums due to the Principal in respect of the supply by the Principal to the Distributor of the Products.
6.15 Indemnity
To 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 breach of this Agreement by the Distributor including any act, neglect or default of the Distributor's agents, employees, licensees or customers.
6.16 Pay expenses
To pay all expenses of and incidental to the carrying on of the Business
6.17 No warranties
Not to make any representations to customers or to give any warranties other than those contained in any standard terms and conditions laid down by the Principal from time to time
6.18 Act as principal
In all correspondence and other dealings relating directly or indirectly to the sale or other dispositions of the Products clearly to indicate that it is acting as principal
7 Termination
This Agreement shall terminate:
7.1 Time
On the Expiry Date or pursuant to clause [5.6] of this Agreement
7.2 Low orders
In the event that the Minimum Annual Performance is not achieved at any time subject to clause [8.2] of this Agreement.
7.3 Fundamental breach
On the occurrence 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 stipulated
7.3.2 infringement of the Rights
7.3.3 unfair price quotation from the Principal and/or the Principal’s agent
7.4 Insolvency
If 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 composition 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 Distributor
8 Termination consequences
8.1. Compensation for termination
8.1.1 In case of termination of this Agreement pursuant to clause 7.3.2 the Distributor shall be entitled to receive compensation amounting to $ 500 000 [five hundred thousand US Dollars]
8.1.2 The compensation shall be paid to the Distributor not later than 15 days after the date of termination
8.2 Default notice
In the event of a breach by any party 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 breach before taking action in respect of it
8.3 Existing rights
The expiry or termination of this Agreement shall be without prejudice to any rights, which have already accrued, to either of the parties under this Agreement
9 Miscellaneous
9.1 Warranty
Each of the parties warrants its power to enter into this Agreement and has obtained all necessary approvals to do so
9.2 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 rights over or against its assets
9.3 Force majeure
Both 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 impossible.
9.4 Severance
In 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 illegality 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 this Agreement by 60 days' notice to the other parties and the provisions of clause [8] shall apply accordingly
9.5 Whole agreement
The 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 the Principal, the Principal’s agent or their employees or agents and has made its own independent investigations into all matters relevant to the Business
9.6 Supersedes prior agreements
This Agreement supersedes any prior agreement between the parties whether written or oral and any such prior agreements are cancelled as at the Commencement Date but without prejudice to any rights which have already accrued to either of the parties
9.7 Change of address
Each 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 acquisition
9.8 Notices
Any 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 mail and shall be deemed to have been received by the addressee within 72 hours of posting or 24 hours if sent by telex or by electronic mail to the correct telex number (with correct answerback) or correct electronic mail number of the addressee
9.9 Joint and several
All agreements on the part of either of the parties which comprises more than one person or entity shall be joint and several and the neuter singular gender throughout this Agreement shall include all genders and the plural and the successors in title to the parties
9.10 No partnership
The parties are not partners or joint venturers nor is the Distributor able to act as agent of the Principal save as authorised by this Agreement
9.11 Proper law and jurisdiction
9.11.1 This Agreement shall be governed by the substantive law of the Republic of Bulgaria in every particular including formation and interpretation and shall be deemed to have been made in Bulgaria
9.11.2 Any disputes from this agreement or concerning disputes arising from or concerning its interpretation, invalidity, non-performance or termination, as well as disputes filling gaps in the agreement or its adaptation to newly arisen circumstances, shall be settled by the Arbitration Court at ……Chamber of Commerce and Industry in accordance with its Rules for Cases Based on Arbitration Agreements.
9.11.3 The Arbitration Court shall consist of five arbitrators – one nominated by the Principal, one nominated by the Principal’s agent, one nominated by the Distributor and two to be elected by the three nominee arbitrators unanimously.
9.11.4 The language of the Arbitration proceedings shall be English.
9.11.5 Any notice of proceedings or other notices in connection with or which would give effect to any such proceedings may without prejudice to any other method of service be served on any party in accordance with clause [9.12]
9.11.6 The decision of the Arbitration Court shall be final and binding upon the parties.
9.11.7 The expenses for the arbitration shall be borne by the losing party and in case of joint liability shall be evenly distributed among the parties.
9.12 Survival of terms
No term shall survive expiry or termination of this Agreement unless expressly provided
9.13 Waiver
The failure by the Principal to enforce at any time or for any period any one or more of the terms or conditions of this Agreement shall not be a waiver of them or of the right at any time subsequently to enforce all terms and conditions of this Agreement
9.14 Costs
Each of the parties shall pay the costs and expenses incurred by it in connection with this Agreement unless otherwise expressly provided in this Agreement.
9.15 Acceptance and delivery
9.15.1 Acceptance
Orders shall be regarded as provisionally accepted to the extent notified in writing by the Principal, whereas such acceptance shall not be unreasonably withheld
9.15.2 Shipping dates
Shipping dates and estimates of time of arrival shall be the last available or known to the Principal and shall not be of the essence of this Agreement
9.15.3 Carriage
The Principal shall as agent for the Distributor if requested contract on the usual terms for the carriage of the Consignment to its destination which may be the Territory by the usual route for such destination by a suitable means of transportation whether by land, sea or air or if necessary a combination of land sea and air and the Principal shall pay freight charges if obliged to as per the terms of the specific sales contract.
9.15.4 Insurance
The Principal as agent for the Distributor if requested shall effect in transferable form a policy of insurance against the risks involved in transporting the Consignment to its destination
9.15.5 Certificates of origin and other documentation
9.15.5.1 The Principal shall at its own expense obtain for the Distributor any certificates of origin, consular invoices or other documents the Distributor may require
9.15.5.2 The Principal shall render to the Distributor at the latter's request, risk and expense every assistance in obtaining any documents other than those mentioned in clause [9.15.5.1] which the Distributor may require for the importation of the Consignment into the country of destination (and where necessary its passage in transit through another country)
9.15.5.3 It shall be the Principal's agent responsibility to obtain any necessary licence for the export of the Consignment to the country of destination
9.16 Packing for delivery and risk in transit
9.16.1 Unless otherwise requested the Principal shall pack the Consignment in a manner reasonably suitable for safe transportation to the Territory
9.16.2 The Principal and/or the Principal’s agent shall at the request of the Distributor pack any Consignment in any special way reasonably required for delivery to any destination within the Territory designated by the Distributor and shall arrange freight and insurance to such destination as agent for the Distributor
9.17 Defective Consignment
9.17.1 If the Distributor notifies the Principal of any defect in a Consignment upon arrival the Principal shall be entitled to take all necessary steps to ascertain the cause of the defect and in the event that the Principal shall determine that the defects are inherent or due to loss or damage occurring before the risk of loss or damage passed to the Distributor the Distributor will co-operate with the Principal in taking whatever steps are necessary to bring the Consignment up to specification
9.17.2 Each Consignment of the Products, which the Principal shall make, shall be regarded as a separate contract of sale and no single default in a Consignment shall give grounds for termination by the Distributor
10 Counterparts
This agreement may be executed in any number of counterparts and all of such counterparts taken together shall be deemed to constitute one and the same instrument.
IN WITNESS whereof the parties hereto have caused this agreement to be duly executed on the date written above.
Executed as a deed (but not delivered until the date hereof) and the common seal of ……. Ltd., PR of China affixed in the presence of:
......................................
, Director
Executed as a deed (but not delivered until the date hereof) and the common seal of ……. Ltd., PR of China affixed in the presence of:
......................................
, Director

Signed as a deed and Delivered (but not until the date hereof) and the common seal of in the presence of:
......................................

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