英文包銷協(xié)議實例

Exclusive Distribute Agreement

Through the friendly negotiation of both parties, Party A agrees to appoint________to sell Party A's products as the exclusive distributors in________. In order to make the rights and obligations of both parties clear, parties conclude this agreement specially.

Parties to this contract are as follows:

________Co., Ltd (hereinafter referred to as Party A)

Address:

Tel:

Fax:

Email:

________company (hereinafter referred to as Party B)

Address:

Tel:

Fax:

Email:

Article 1 Relation between both parties:

During the period of validity, the relation between Party A and________company is purely the relation between the buyer and the seller.

This agreement doesn't bring the attorneyship, either party can't act on behalf of another party to the third party, if it therefrom causes losses to the other party, the party going beyond his purview must undertake the legal responsibility and compensate the losses.

Article 2 Products

Products referred in this agreement are toys, stationery and other products Party A manufactures.

Article 3 Distribution right

Party A gives________company exclusive right to import and sell his products in the range of________.

Article 4 Exclusive right

Except for________company, Party A can't appoint other company as his distributor and agent in the range of________.

Article 5 Prices

Party A must offer the most favourable prices to Party B. The most favourable prices must be lower than normal trading prices.

Article 6 Trade method

A contract should be signed on every business between both parties; both parties should subject to every contract.

Article 7 Responsibility of the Seller

1. Offer new products samples to Party B at his own expense; each sample is 1 to 2 pcs.

2. Agree that Party B introduces Party A's website to the customer when promoting business and shows his identity of exclusive distributor.

3. During the validity period of agreement: If Party A gets register of licensed products, or brand name or other business symbol, party A must offer to Party B immediately.

4. Party A should transfer the new customers who want to establish business relationship with Party A in the range of________to Party B.

5. Offer suggestion and materials contributing to promoting the sales of products constantly.

Article 8 Responsibility of distributor

1. Maintain organizations with management ability at his own expense and promote the sales of products for Party A practically.

2. Participate in some fairs or make advertise material such as website, product catalog in order to promote Party A's products at his own expense.

3. During the validity of this agreement, business amount of USD________each month in the first year must be reached and it will increase progressively 20% every year afterwards.

4. Party A offers a bank which is approved by Party A as settlement bank.

5. Can't purchase or sell similar products of other companies.

6. Offer related domestic business information to Party A constantly.

Article 9 Validity Period

This agreement comes into force since________, the term of validity is________years. If the two Parties can't agree to resign this agreement three months before the expiration of this agreement, then this agreement will be invalid when it expires and the two parties will not restricted by it any more.

Article 10 Breach of contract

If a noncompliance has taken place to either party of this agreement, the other party should inform the party to correct by written. If delinquent party does not correct its noncompliance yet within three months after the notice, then another party has the right to discontinue this agreement.

Article 11 General clause

1. Force majeure clause

If either Party at this Agreement experiences an incident out of strength so as to be disable to perform this agreement in whole or in any part of obligation under this agreement, it can release its responsibility in the following range, such as fire, floods, tsunami, earthquake, striking by lightning, typhoon, whirlwind, epidemic disease, exploding, mechanical accident, war, rebellion, punishing, laborer's dispute or policy action of government or other reason.

But the party should get the written notice of force majeure made by the government or relevant organizations and send to another Party, and another party should confirm receipt of notice.

2. Transfer

Before one Party agrees clearly in writing, any transfer of another party of rights and obligations under this Agreement is invalid.

3. Business Secrets

During the period of validity and one year after expiration, either party of this agreement shall not let out the business secrets between both parties to Third Party. If one party fails to keep business secrets, another party has right to demand the economic compensation for its loss.

4. Arbitration

Two parties shall consult and solve disputes in a friendly way. In case no settlement is reached, the dispute shall be submitted to China Council for the Promotion of International Trade (CCPIT) for arbitration. The arbitration is final and the expenses are born by losing party.

This agreement is in________, each party holds one. This agreement will come into force after both parties sign.

Party A Party B

Signature: Signature: