分销商协议中英版

中英文分销商协议

DISTRIBUTORSHIP AGREEMENT

分销协议

THIS AGREEMENT IS MADE AS OF THE ___ DAY OF ________, 20__, by and between __________, (Supplier) a __________ organized and existing under the laws of _____________, with its principal place of business at_______________, and _____________, (Distributor) a _________ organized and existing under the laws of _____________, with its principal place of business at ____________;

本协议由――(供应商),根据――法律成立和存在的――(主要经营场所――),和――(分销商),根据――法律成立和存在的――,(主要经营场所――)于20—年-月-日签定。

ARTICLE I. DEFINITIONS

第一条 定义

When used in this Agreement, the following terms shall have the respective meanings indicated. The meanings shall be applied whether the singular or the plural form of the term is used.

本协议中的下列术语应有如下描述的意思。该术语无论是单独使用还是联合使用时,该意思都应适用。

"Accessories" means the accessories described in the attached Exhibit A, and includes any special devices manufactured by supplier and used in connection with the operation of the "Goods". Accessories may be deleted from or added to Attachment A and Supplier may change the specifications and design at its sole discretion at any time by mailing written notice of such changes to Distributor. Each change shall become effective within ____ days following the date notice thereof is mailed to Distributor.

“附件”指附件A中所列明的附件,包括由供应商制作和与货物操作有关的特殊装置。附件可以从附件A上删除或增加,供应商有权改变规格和设计,但应通过邮寄书面通知告知分销商。任何改变应在通知寄出后――天内生效。

"Affiliate" means any company controlled by, controlling, or under common control with supplier.

“关联公司”指任何被供应商控制、控制供应商、供应商参股的企业。

"Agreement" means this agreement, and the Exhibits, together with all amendments thereto. "Attachment" means any form or exhibit attached to this agreement.

“协议”指本协议、附件和所有修改文件。“附件”指附加在本协议后的表格和附件。

"Customer" means any person who purchases or leases Products from Distributor.

“客户”指任何从分销商处购买或租赁产品的人。

"Goods" means those items described in Attachment B. Goods may be deleted from or added to Attachment B and their specifications and design may be changed by Supplier at its sole discretion at any time by mailing written notice of such changes to Distributor. Each change shall become effective within ____ days following the date notice thereof is mailed to Distributor.

“货物”指在附件B中所描述的物品。分销商有权在附件B删除或增加部分货物,也有权通过信函书面告知分销商货物规格或设计的变更。这种变更在向分销商寄出信函后――天生效。

"Products" means Goods, Accessories, and Spare Parts.

“产品”指货物及其附件和零部件。

"Spare Parts" means all parts and components of the Goods and/or any special devices used in connection with the maintenance or servicing of the Goods. Supplier declares that a complete list of Spare Parts is set forth in Attachment C. Spare parts may be deleted from or added to Attachment C and their specifications and design may be changed by Supplier at its sole discretion at any time by mailing written notice of such changes to Distributor. Each change shall become effective within _____ days following the date notice thereof is mailed to Distributor.

“零部件”指货物和(或)维护、服务货物所用的特殊设备的所有配件和零件。供应商声明完整的零配件清单在附件C中列明。分销商有权在附件C删除或增加部分货物,也有权通过信函书面告知分销商货物规格或设计的变更。这种变更在向分销商寄出信函后――天生效。

"Specifications" means those specifications set forth in Attachment D.

“规格”指在附件D中所列明的规格。

"Territory" means the following geographic area or areas:

“区域”指下列地理范围:

"Trademark" means any trademark, logo, or service mark, whether or not registered, used to represent or describe the Products of Supplier, as set forth in Attachment E.

“商标”指在附件E中列明的、在供应商产品上使用或描述的任何商标、标识和服务标记,不论其是否注册。

ARTICLE II. APPOINTMENT OF DISTRIBUTOR

第二条 分销商的指定

Appointment. Supplier hereby appoints Distributor as Supplier's nonexclusive distributor of Products in the Territory, and Distributor accepts that position. It is understood that Supplier cannot lawfully prevent its distributors located elsewhere from supplying Products for sale or use within the Territory and that it has no obligation to do so.

指定:供应商在此指定分销商为在定义区域内非独占分销商,分销商接受指定。双方理解供应商没权阻止位于其它区域的分销商销售在定义区域内销售和使用供应商提供的产品。

Referrals. If Supplier or any Affiliate is contacted by any party inquiring about the purchase of Products in the Territory, Supplier shall, or shall cause that Affiliate to, refer such party to Distributor.

提示:如在本区域内有任何一方向供应商或其关联公司咨询有关购买产品事宜,供应商有权或要求关联公司指定他为分销商。

Relationship of Parties. Distributor is an independent contractor and is not the legal representative or agent of Supplier for any purpose and shall have no right or authority (except as expressly provided in this Agreement) to incur, assume or create in writing or otherwise, any warranty on the part of Supplier. Supplier shall not exercise any control over any of Distributor's employees, all of who are entirely under the control of Distributor. Distributor shall be responsible for the acts and omissions of Distributor's employees. Distributor shall, at its own expense, during the term of this Agreement and any extension thereof, maintain full insurance under any Workmen's Compensation Laws effective in the state or other applicable jurisdiction covering all persons employed by and working for it in connection with the performance of this Agreement, and upon request shall furnish Supplier with satisfactory evidence of the maintenance of such insurance. Distributor accepts exclusive liability for all contributions and payroll taxes required under Federal Income Tax Law, Federal Social Security Laws and State Unemployment Compensation Laws or other payments under any laws of similar character in any applicable jurisdiction as to all persons employed by and working for it. Nothing contained in this Agreement shall be deemed to create any partnership or joint venture relationship between the parties.

双方关系:分销商是独立的合同相当人,不是供应商法律上的代表人或代理人,没有权力以书面或其它形式代表供应商招致、承担任何保证(除非有明确的约定)。分销商的员工应由分销商控制,供应商无权使用、控制。分销商应对其员工的行为或疏忽负责。在本协议生效或续展期间,分销商应根据本州和其它管辖地区的劳动者赔偿法为从事本协议项下工作或与本协议有关的员工购买充分的保险,并在供应商的要求下提供足够的证据证明已购买保险。分销商应根据管辖区域的联邦税收法、联邦社会保障法、失业人员补偿法全权负责为其工作员工及相关人员的收入、薪金和税收。本协议的任何内容都不得视为双方建立了合伙关系或联营关系。

Sale of Products by Distributor. Distributor shall use its best efforts to distribute the Products and to fully develop the market for the Products within the Territory. The parties have consulted together and now agree that if Distributor's best efforts are used as provided in this Section, a minimum of _______ Products ("Annual Market Potential") will be purchased and distributed in the Territory during the first year of this Agreement. At the beginning of each subsequent year the parties will consult together in good faith and agree on the Annual Market Potential applicable to that year; provided, however, that if they cannot agree, the Annual Market Potential for the immediately Preceding year will apply to the current year.

分销商销售产品:分销商应在本区域内尽力销售产品和充分扩大市场。双方协商并同意如分销商应尽力在本协议第一年在本区域内购买和销售最少――产品(年市场潜力)。在此后每年的年初双方将友好协商并同意当年适用的年市场潜力,但如双方意见没有统一,那适用上一年的年市场潜力。

Competing Products. Distributor agrees that it will not distribute or represent any Products in the Territory that compete with the Products during the term of this Agreement or any extensions thereof.

竞争产品:分销商同意在本协议有效期或续展期内将不在本区域销售或代表其它有竞争产品。

Advertising. Distributor shall be entitled, during the term of the distributorship created by this Agreement and any extension thereof, to advertise and hold itself out as an authorized Distributor of the Products. At all times during the term of the distributorship created by this Agreement and any extension thereof, Distributor shall use the Trademarks in all advertisements and other activities conducted by Distributor to promote the sale of the Products. Distributor shall submit samples of all proposed advertisements and other promotional materials for the Products to Supplier for approval and Distributor shall not use any such advertisements or promotional materials without having received the prior written consent of Supplier to do so. Distributor shall not, pursuant to this Agreement or otherwise, have or acquire any right, title or interest in or to Supplier's Trademarks.

广告:分销商有权在本协议有效期或续展期内做广告宣传或表明自已授权分销商的身份,有权在广告或推广活动中使用供应商的商标。分销商应事先将广告或宣传资料的样稿提交供应商批准,分销商不得未经供应商书面同意进行广告宣传。分销商不得拥有供应商商标的任何权利和利益,除非本协议另有约定。

New Products. If Supplier or any Affiliate now or hereafter manufactures or distributes, or proposes to manufacture or distribute, any product other than the Products, Supplier shall immediately notify, or cause such Affiliate to notify, Distributor of that fact and of all details concerning that product. Distributor may request from Supplier distribution rights for that product in the Territory, or any portion thereof, and if so requested, Supplier shall grant, or shall cause the subject Affiliate to grant, such distribution rights to Distributor on terms and conditions no less favorable than those provided in this Agreement with respect to Products. If Distributor does not obtain those distribution rights or obtains them only for a portion of the Territory, and Supplier or an Affiliate later desires to offer those distribution rights for the

Territory or any portion thereof to another party, Supplier shall first, or shall cause such Affiliate to first, make that offer in writing to Distributor on terms and conditions which shall be specified fully in that offer. That offer shall contain a full description of the subject product and its operation. Distributor may request, and Supplier shall promptly provide, or shall cause such Affiliate promptly to provide, further information concerning the product or the offer. If Distributor fails to accept such offer, Supplier or the Affiliate may then offer the product to another party for distribution in the Territory, but may not offer it on terms and conditions more favorable than those offered to Distributor. If Supplier or the Affiliate desires to make a better offer to another party, Supplier shall first, or shall cause the affiliate first to, make such better offer to Distributor in accordance with the procedure set forth above.

新产品:供应商或其关联公司现在或将来生产或销售或拟生产销售其它产品,供应商应及时通知或促使其关联公司通知分销商有关的详细情况。分销商可以要求在该区域或部分区域的分销商,如分销商要求,则供应商有权授予或促使关联公司授予分销权,该分销权不低于本协议约定的条款和条款。如分销商没有获得本地区的分销权或部分地区的分销权,而供应商以后又希望分销商在本地区或部分地区分销,供应商或促使其关联公司书面发出列明分销条款和条件的要约。这要约应包括完整的说明和操作方式。分销商可以要求供应商提供详细信息,供应商和关联公司应及时提供。如分销商拒绝接受要约,则供应商有权向任意方发出要约,但该要约的条件不能优于发给分销商的。如供应商和关联公司拟向任意方发出的要约优先发给分销商的条件,则应按上述规定程序操作先向分销商发出要约。

Distributor Sales, Service and Storage Facilities. Distributor shall, at its expense, engage and maintain a sales, service and parts handling organization in the Territory, staffed with such experienced personnel as are necessary to enable distributor to perform its obligations under this Agreement. Distributor shall, at its expense, maintain facilities and personnel in the Territory that will enable it promptly and satisfactorily to perform, at a reasonable price, all inspection, maintenance and other necessary servicing of Products sold by Distributor. To assist Distributor in the discharge of this service and maintenance function, Supplier shall provide service and maintenance training, without charge, to any reasonable number of Distributor's personnel as Distributor shall designate. Distributor shall, at its expense, at all times store and maintain its inventory of Products in accordance with current, applicable instructions issued by Supplier from time to time. Distributor shall, at its expense, deliver one copy of Supplier's current, applicable operation and maintenance manual to each Customer at the time of sale and, at that time, Distributor shall, at its expense, fully explain and demonstrate to the customer the proper method of operating and maintaining the Products. Distributor shall mail to Supplier, during the term of the distributorship created by this Agreement and any extension thereof, prompt written notice of the address of each location at which products are stored, and the address of each facility established by Distributor to sell and service the Products. Supplier may, through its designated agent, inspect all such locations and facilities and the operations conducted therein at any time during normal business hours.

分销商销售、服务、库储设备

分销商应在本区域内自行雇佣或维持一个销售、服务、处理其它事务的组织,并配备能从事本协

议项下工作的有经验的销售人员。分销商应自行在本区域内维持设备和人员以合理的价格去完成所售产品检测、维护和其它必要的服务。为帮助分销商负责服务和维护职责,供应商应免费对合理人数的分销商指定人员提供服务和维护培训。分销商应根据供应商随时签发的通用、适用的指导书储备一定的库存,费用自行承担。分销商应在销售时向客户提供通用、适用的操作维持手册,应向客户充分解释和演示操作和维护的方法,费用由分销商承担。在本协议有效期和续展期内,分销商应向供应商及时报告库储货物和为销售和服务产品所配备的设备的地点。供应商可以通过指定代表人在营业时间测查上述地点、设备和操作方式。

Spare Parts and Accessories. Distributor shall keep in stock an adequate supply of Spare Parts and Accessories for the servicing of Goods. No Spare Parts or Accessories not manufactured by Supplier shall be used in connection with the Goods unless they have been approved in writing by Supplier

零配件及附件:分销商应保证货物足够的零配件及附件的库存。非供应商生产的零配件及附件不应在货物上使用,除非获得供应商的书面同意。.

Confidential Information. Written Technical data, drawings, plans and engineering in technical instructions pertaining to the Products are recognized by Distributor to be secret and confidential and to be the property of Supplier. Those items shall at all times and for all purposes be held by Distributor in a confidential capacity and shall not, without the prior written consent of Supplier, (i) be disclosed by Distributor to any person, firm or corporation, excepting those salaried employees of Distributor who are required to utilize such items in connection with the sale, inspection, repair or servicing of Products during the term of the distributorship created by this Agreement or any extension thereof, or (ii) be copied or used by Distributor, its employees or agents at any time following the expiration or termination of this Agreement or any extension thereof. Supplier may require as a condition to any disclosure by Distributor pursuant to this Section that any salaried employee to whom disclosure is to be made sign a confidentiality agreement, enforceable by Supplier, containing terms satisfactory to Supplier.

保密信息:分销商获得的有关产品的书面的技术数据、图纸、计划和工程技术指导是保密的,所有权归供应商。无论任何时候、出于任何目的,分销商仅能秘密地持有这些资料,未经供应商书面同意不得:1,向任何人、商行、公司披露,除非分销商员工在本协议有效期或续展期内为了销售、检验、修理、服务产品而使用需要。2, 在本协议或续展期终止后,分销商的员工复制、使用。供应商根据本款可以要求分销商与接触保密信息的员工签订可执行的保密协议,其内容满足供应商的要求。

ARTICLE III. TERMS OF PURCHASE AND SALE OF PRODUCTS

第三条 采购和销售条款

Purchase of Product. Distributor shall purchase its requirements for the Products from Supplier. Such requirements shall include purchasing and maintaining an inventory of Products that is sufficient to enable Distributor to perform its obligations hereunder, and at least one (1)

demonstration model of the Goods and Accessories. Supplier shall supply to Distributor

sufficient Products to enable Distributor to meet the full demand for Products in the Territory. All orders for Products transmitted by Distributor to Supplier shall be deemed to be accepted by Supplier at the time such orders are received by Supplier to the extent that they are in

compliance with the terms of this Agreement and Supplier shall perform in accordance with all accepted orders. Supplier shall confirm its receipt and acceptance of each order within ____ days of receipt of the order.

产品采购:分销商应向供应商购买必备产品,包括采购、维持分销商能履行本协议义务的一定量产品库存,和至少一套产品和附件的展示模式。供应商应提供分销充足的产品以满足本区域产品需求。分销商向供应商下的符合协议条款要求的定单到达供应商则视为供应商接受该定单,供应商应按接受的定单履行义务。供应商应在收到定单后――天确认收到和接受定单。

Purchases for Resale. All Products purchased by Distributor shall be purchased solely for commercial resale or lease, excepting those Products reasonably required by Distributor for advertising and demonstration purposes.

转售采购:分销商购买产品是为了商业转售或租赁,除分销商为了广告、展示所需。

Order Procedure. Each order for Products issued by Distributor to Supplier under this

Agreement shall identify that it is an order and shall further set forth the delivery date or dates and the description and quantity of Products which are to be delivered on each of such dates. An order for Products shall not provide a delivery date less than _____ days after the date that order is delivered to Supplier.

定单程序:分销商下的每张单定都应明示定单性质,并进一步明确交付日期、规格和不同日期应发的数量。定单的交付日期不能得早于供应商收到定单后――天。Cancellation of Orders. All cancellation of orders by Distributor shall be in writing, or if not initially in writing, shall be confirmed in writing. If Distributor cancels an order, which has been accepted by Supplier, Distributor shall reimburse Supplier for any cost incident to such order incurred by Supplier prior to the time it was informed of the cancellation.

定单取消:分销商应书面取消定单,如最初未采用书面形式,应事后书面确认。如供应商接受分销取消定单,分销商应赔偿供应商因此所产生的截止到通知取消前的所有费用。

Purchase Price. The prices for Goods, and any discounts applicable thereto, are set forth in Attachment B. The prices for Accessories, together with any discounts applicable thereto, are set forth in Attachment A. The prices for Spare Parts, together with any discounts applicable thereto, are set forth in Attachment C. All prices are F.O.B. the Delivery Point. If the price for any Product is not set forth on Attachment A, B or C and Distributor nevertheless orders such a Product from Supplier, the parties hereby evidence their intention thereby to conclude a contract for the sale of that Product at a reasonable price to be determined by the Parties mutually negotiating in good faith.

采购价格:货物的价格和折扣、附件的价格的折扣、零配件的价格和折扣分别在附件B 、A、C上列明。所有价格是交付点FOB价格。如分销商向供应商下附件ABC上均没有价格的产品,则双方应通过友好协商确定一个合理的价格并订立合同。

Price Changes. Supplier reserves the right, in its sole discretion, to change prices or discounts applicable to the Products. Supplier shall give written notice to Distributor of any price change at least _____ days prior to the effective date thereof. The price in effect as of the date of Distributor's receipt of notice of such price change shall remain applicable to all orders received by Supplier prior to that effective date.

价格变更:供应商有权改变价格或折扣。供应商应在价格生效前――天书面通知分销商价格变化。在分销商收到价格变化通知之日起,该生效价格适用供应商在价格生效前收到的定单。

Packing. Supplier shall, at its expense, pack all Products in accordance with Supplier's standard packing procedure, which shall be suitable to permit shipment of the Products to the Territory; provided, however, that if Distributor requests a modification of those procedures, Supplier shall make the requested modification and Distributor shall bear any reasonable expenses incurred by Supplier in complying with such modified procedures which are in excess of the expenses which Supplier would have incurred in following its standard procedures.

包装:供应商按适合运输的自己包装标准对产品进行包装,费用自行承担。但如果经现要求改变包装程序的,供应商按要求改变包装,但改变所引起的费用增加由分销商承担。

Delivery: Title and Risk of Loss. All deliveries of Products sold by Supplier to Distributor

pursuant to this Agreement shall be made F.O.B. the Delivery Point, and title to and risk of loss of Products shall pass from Supplier to Distributor at the Delivery Point. Supplier shall be

responsible for arranging all transportation of Products, but if requested by Supplier, Distributor shall, at Supplier's expense, assist Distributor in making such arrangements. Supplier shall also procure insurance for the transportation of the Products, and such insurance shall be of a kind and on terms current at the port of shipment.

交付:所有权和损失风险按FOB交付点条款交付货款,所有权和损失风险从交付点起转移给分销商。供应商应负责运输安排,但如供应商要求,分销商应予以安排,费用由供应商承担。供应商应为产品运输购买保险,该保险保至装运港。

Inspection and Acceptance. Promptly upon the receipt of a shipment of Products, Distributor shall examine the shipment to determine whether any item or items included in the shipment are in short supply, defective or damaged. Within __________ days of receipt of the shipment, Distributor shall notify Supplier in writing of any shortages, defects or damage, which

Distributor claims existed at the time of delivery. Within ______ days after the receipt of such notice, Supplier will investigate the claim of shortages, defects or damage, inform Distributor of its findings, and deliver to Distributor Products to replace any which Supplier determines, were in short supply, defective or damaged at the time of delivery.

检验和收货:在收到货物后,分销商应及时检查货物确定是否有货物短缺、瑕疵和损坏。分销商应在收到货物后――天内书面通知供应商索赔。在收到通知后――天内,供应商应调查货物短缺、瑕疵和损坏的索赔,并通知分销商结果,如确认存在货物在交付时短缺、瑕疵和损坏,供应商应予以更换。

Payment. Upon delivery and acceptance of Products, Supplier may submit to Distributor Supplier's invoice for those Products. Distributor shall pay each such proper invoice within _______ days after Distributor's receipt of that invoice. Payment shall be made in United States dollars to a bank account to be notified in writing by Supplier to Distributor.

支付:在交付和接收产品后,供应商提交分销商该批货的供应商#5@p。分销商将在收到#5@p后――天支付#5@p金额,用美元支付到供应商书面提供的银行帐户。

U.S. Export Control. Supplier's obligations to sell and deliver Products shall be subject to such United States laws and regulations as shall, from time to time, govern the sale and delivery of goods for export from the United States.

美国出口控制:供应商必须根据不断更新的出口货物销售和交付的法律法规进行销售和交付。

Supplier's Signature (Title) Distributor's Signature (Title)

供应商签字(职位) 分销商签字(职位)

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