海外市场独家经销协议-英文版.doc

EXCLUSIVITY DISTRIBUTOR
AGREEMENT

1. DEFINITION

1.1 Worldwide Agent:
指外贸公司（代理工厂全球市场）

1.2 Distributor:
国外客户（国家或者地区）独家经销商

1.3 Manufacturer:
工厂

1.4 Commodities:
产品

1.5 Territories:

独家经销地区

1.6 Customers:
产品的分销商或者最终用户

1.7 Agreement:

The Agreement drawn hereby between the AGENT and the DISTRIBUTOR and the MANUFACTURER, hereinafter refers to as the AGREEMENT.

2. ASSIGNMENT

2.1 The AGENT hereby agrees to grant the sole distributorship of the COMMODITIES to the DISTRIBUTOR in the Territories for a period stipulated in Section 4.

2.2 The DISTRIBUTOR has the exclusive right to sell the Commodities within the TERRITORIES.

3. TERMS AND CONDITIONS

3.1 The DISTRIBUTOR shall exclusively distribute ZXMCO made COMMODITIES. It cannot sell other China made brands of motorcycles, mopeds, scooters, ATV, and tricycles without any approval from the AGENT.

3.2 The AGENT and the MANUFACTURER shall not sell, deliver, or distribute the COMMODITIES to other entities or personalities in the Morocco.

3.3 The DISTRIBUTOR shall do his best effort to distribute the COMMODITIES.

3.4 The DISTRIBUTOR shall from time to time endeavor enough marketing and advertisement to promote the COMMODITIES in the Territories.

3.5 The DISTRIBUTOR shall build up the dealer network and establish or appoint Service Center in different areas to provide warranty service for the Commodities sold to Customers in order to guarantee the Customer satisfaction of the after sales services.

Dealer networks shall be built up as follows:

CITY 2004 2005

Total:

3.6 The AGENT and MANUFACTURER shall supply at their own discretion 2% spare parts of the Commodities to the DISTRIBUTOR for warranty services. The DISTRIBUTOR shall keep adequate non-warranty services related spare parts to ensure customers’ satisfaction on the after sales service.

3.7 The DISTRIBUTOR shall warrant the Commodities under normal wear and tear, 10,000 km. or 1 year from the date of sales to Customer, whichever comes first. Should a major manufacturing quality problem occur, DISTRIBUTOR shall inform the AGENT immediately for remedy action which will be at the expenses of MANUFACTURER and AGENT.

3.8 The MANUFACTURER and AGENT shall supply parts when the DISTRIBUTOR places the order.

3.9 The MANUFACTURER and AGENT shall train the salesmen and technical persons at the expenses, and provide the technical support for the future development.

3.10 The DISTRIBUTOR shall report to the AGENT the inventory status of motorcycle and spare parts every month or at the request of the AGENT and MANUFACTURER for the COMMODITIES and parts.

3.11 The DISTRIBUTOR shall update the AGENT any information on competitors, policies, laws, regulations, taxes, duties and other matters that will affect the distribution and sales of the COMMODITIES.

3.12 The AGENT and MANUFACTURER shall indemnify the DISTRIBUTOR with respect to Customer’s claims on warranty of parts and COMMODITIES.

3.13 The AGENT and MANUFACTURER disclaim all other warranties including, without limitation, the implied warranty of merchantability.

3.14 The AGENT and the MANUFACTURER shall not be liable at any time for any consequential, incidental, direct or indirect damages taken place in the TERRITORIES.

4. VALIDITY AND RENEWAL OF AGREEMENT

4.1 This Agreement hereby drawn between the AGENT and the DISTRIBUTOR will be valid for a period or until such time both parties agree to terminate such agreement. This AGREEMENT is valid from the date of this agreement till December 2005 and renewable annually subject to the condition that DISTRIBUTOR can achieve the yearly target listed below that is set mutually by the DISTRIBUTOR and the AGENT:

Min. Total 产品名称

Jan. – Dec. 2004 1,100 units
Jan. – Dec. 2005 1,500 units

4.2 The Terms and Conditions will be updated when necessary to accommodate the sales and distribution of the Commodities.

5. TERMINATION OF AGREEMENT

5.1 Either the AGENT or the DISTRIBUTOR can terminate the Agreement upon prior six (6) months written notice given to the other party subject to condition of clause 5.2.

5.2 The AGENT can terminate the AGREEMENT when DISTRIBUTOR violated any of the terms and conditions set in this Agreement. However, prior to termination, AGENT shall notify in writing the terms and conditions violated by the DISTRIBUTOR, and the latter be given the opportunity to explain and rectify it.

5.3 AGENT and DISTRIBUTOR expressly agree that any controversy or claim arising out of, in connection with, or relating to this Contract or the interpretation, performance or breach thereof, shall be submitted for arbitration in China applying China law. For this purpose, the Parties recognize that this Agreement is deemed to have been made in China.

5.4 The Agreement will automatically be terminated if the DISTRIBUTOR is insolvent.

6. ASSIGNMENT AND ACCEPTANCE OF AGREEMENT

Both the AGENT and the DISTRIBUTOR hereby agree to accept the above terms and conditions herein stated in this Agreement.

AGENT: DISTRIBUTOR:

Date:____________________ Date:___________________