授权经销商协议(中英文).doc

授权经销商协议 Authorized Dealer AgreementBased on the equality and mutual benefit, both parties made and entered into the following agreement on, both parties should carry out business according to the following terms and conditions upon signature. 根据平等互利，双方作出分为以下协议签订，双方应开展业务按照下列条款和条件的签名。 Based on the equality and mutual benefit, both parties made and entered into the following agreement on, both parties should carry out business according to the following terms and conditions upon signature. 1. The Parties Concerned 有关缔约方 The Parties ConcernedParty A: 甲方： Party A:Add: 地址： Add:Tel: 电话： Tel:Fax: 传真： Fax:E-mail: 电子邮箱： E-mail:Party B: 乙方： Party B:Add: 地址： Add:电话：Tel:Fax: 传真： Fax:E-mail: 电子邮箱： E-mail:1. Definitions 定义 Definitions When used in this Agreement, the following terms shall have the respective meanings indicated, such meanings to be applicable to both the singular and plural forms of the terms defined:当本协议中使用的下列术语应具有各自的含义表示，这种意义是适用于这两种定义方面的单数和复数形式： When used in this Agreement, the following terms shall have the respective meanings indicated, such meanings to be applicable to both the singular and plural forms of the terms defined: “Agreement” means this agreement, the Schedules attached hereto and any documents included by reference, as each may be amended from time to time in accordance with the terms of this Agreement; “协议”指本协议附表所附的任何文件 ， 包括参照，因为每个可能不时按照当本协议的条款作出修订; “Agreement” means this agreement, the Schedules attached hereto and any documents included by reference, as each may be amended from time to time in accordance with the terms of this Agreement; “Accessories” means the accessories described in Exhibit A attached hereto, and includes any special devices manufactured by Part A and used in connection with the operation of the Goods.“配件/附件”是指图标A所述附上的配件，并包括A部分所制造并用于连接货物运作的特殊装置。附件可能被从图表A中被删掉也可能加进去， 公司单方面可随时自行更改他们的规格和设计， 要向乙方邮寄书面通知。每个更改，在书面通知发送给分销商的15天后生效。- “Accessories” means the accessories described in Exhibit A attached hereto, and includes any special devices manufactured by Part A and used in connection with the operation of the Goods. Accessories may be deleted from or added to Exhibit A and their specifications and design may be changed by Company at its sole discretion at any time by mailing written notice of such changes to Part B. Each change shall become effective 15 days following the date notice thereof is sent to Distributor. “Affiliate means” any company controlled by, controlling, or under common control with Company. “加盟是指”控制的任何公司，控制，或与公司共同控制。 Affiliate means any person, corporation or other entity: 加盟指任何人，公司或其他实体： o which owns, now or hereafter, directly or indirectly 33% or more of any class of the voting stock of Part A or is, now or hereafter, directly or indirectly, in effective control of Part A; or 拥有，现在还是以后，直接的或是间接的超过33%的有投票权的股票类表决直接或间接的有效控制A，或 o 33% or more of any class of the voting stock of which Part A, or a party described in paragraph (i), owns, now or hereafter, directly or indirectly, or of which Part A, or a party described in paragraph (i), is, now or hereafter, directly or indirectly, in control. 33或以上的任何其中A部分，或在第（i）项所述的一方，拥有，现在还是以后，直接或间接，或投票权的股票类 ， 其中A部分，或在段所述（一一党），是在现在还是以后，直接或间接控制。 “Affiliate means” any company controlled by, controlling, or under common control with Company. Affiliate means any person, corporation or other entity: o which owns, now or hereafter, directly or indirectly 33% or more of any class of the voting stock of Part A or is, now or hereafter, directly or indirectly, in effective control of Part A; or o 33% or more of any class of the voting stock of which Part A, or a party described in paragraph (i), owns, now or hereafter, directly or indirectly, or of which Part A, or a party described in paragraph (i), is, now or hereafter, directly or indirectly, in control. “Customer” means any person who purchases or leases Products from Part B. “客户”是指任何人谁购买或租赁产品B部分 “Customer” means any person who purchases or leases Products from Part B. “Delivery Point” means Part As facilities at FULL ADDRESS. “投递点”是指在详细地址A部分设施。 Delivery point means Distributors facilities at FULL ADDRESS. 传递点是指在详细地址分销商的设施。- “Delivery Point” means Part As facilities at FULL ADDRESS. Delivery point means Distributors facilities at FULL ADDRESS. “Exhibit” means an exhibit attached to this agreement. “展览”是指该协议所附的展览。- “Exhibit” means an exhibit attached to this agreement. “Goods” means those items described in Exhibit A. Goods may be deleted from or added to Exhibit A and their specifications and design may be changed by Company at its sole discretion at any time by mailing written notice of such changes to Distributor. “货物”是指图表A中的产品.图表A中的产品可以增加或减少。A表中的任何产品和附件的变化都要以书面形式告知乙方。每个变更在通知道分销商15天后方可生效。 “Goods” means those items described in Exhibit A. Goods may be deleted from or added to Exhibit A and their specifications and design may be changed by Company at its sole discretion at any time by mailing written notice of such changes to Distributor. Each change shall become effective 15 days following the date notice thereof is sent to Distributor. “Products” means Goods and Accessories. “产品”是指商品和配件。- “Products” means Goods and Accessories “Territory” means the geographic area outlined in Article 6. “领土”是指地理区域 ， 在第6条所述。- “Territory” means the geographic area outlined in Article 6. “Trademark” means any trademark, logo, service mark or other commercial designation, whether or not registered, used to represent or describe the Products of Party A. “商标”是指任何商标，标志，服务标志或其他商业名称，不论是否登记，用来表示或描述甲方产品 - “Trademark” means any trademark, logo, service mark or other commercial designation, whether or not registered, used to represent or describe the Products of Party A.3. Appointment 预约 AppointmentParty A hereby appoints Party B as its Authorized Dealer Agent to solicit orders for the Products stipulated in Article 6 from customers in the territory stipulated in Article 6. 甲方特此任命乙方为授权经销商，在第6条规定的地区销售产品。Party B accepts and assumes such appointment. Part A, to the extent that it is legally Permitted to do so, (i) shall not appoint any Party B or agent in the Territory for the Products other than Party B, (ii) shall not, and shall cause any Affiliate not to, knowingly sell Products to any person other than Part B or a party designated by Party B for use or resale within the Territory, and (iii) shall use its best efforts to prevent any party other than Party B from seeking customers for the Products in the Territory, from establishing any branch related to the distribution of Products in the Territory, or from maintaining any distribution depot with respect to the Products in the Territory. If Party A, or any Affiliate, sells any Product which is eventually resold in the Territory (other than a sale to Party B or a party designated by Party B) and Party A, or that Affiliate, had reason to know at the time of its sale of that Product that such resale was likely to occur, Party A shall, immediately after the trigger sale (which shall be the resale of the Product in the territory or the sale immediately preceding the use of the Product in the Territory) is contracted, pay to the Party B 10 % of the price of that Product under this Agreement at the time that the trigger sale was contracted, which payment shall represent a recapture of certain advertising and capital expenditures made by Party B. Nothing contained in this Section shall affect any other right or remedy which Party B may have pursuant to this Agreement. 乙方接受并承担任命。A部分 ， 即它在法律上是允许这样做的程度，（i）不得任命任何第三方在乙方代理地区销售甲公司产品，（ii）不得在乙方代理的地区设任何个人或者公司形式的第三方加盟来销售乙方所代理的产品。（三）甲方必须尽最大的努力防止任何其它地区的经销商在乙方所代理的地区出售产品。如果甲方或任何加盟，直接销售任何产品到乙方所代理的地区，或最终转售到乙方所代理的地区（除向乙方或乙方指定的一方出售），要在出销售行为发生之前告知乙方，并须向乙方支付该交易交总额的10。此费用作为补偿乙方所支出的广告和其它的相关资本支出。 Party A hereby appoints Party B as its Authorized Dealer Agent to solicit orders for the Products stipulated in Article 6 from customers in the territory stipulated in Article 6. Party B accepts and assumes such appointment. Part A, to the extent that it is legally Permitted to do so, (i) shall not appoint any Party B or agent in the Territory for the Products other than Party B, (ii) shall not, and shall cause any Affiliate not to, knowingly sell Products to any person other than Part B or a party designated by Party B for use or resale within the Territory, and (iii) shall use its best efforts to prevent any party other than Party B from seeking customers for the Products in the Territory, from establishing any branch related to the distribution of Products in the Territory, or from maintaining any distribution depot with respect to the Products in the Territory. If Party A, or any Affiliate, sells any Product which is eventually resold in the Territory (other than a sale to Party B or a party designated by Party B) and Party A, or that Affiliate, had reason to know at the time of its sale of that Product that such resale was likely to occur, Party A shall, immediately after the trigger sale (which shall be the resale of the Product in the territory or the sale immediately preceding the use of the Product in the Territory) is contracted, pay to the Party B 10 % of the price of that Product under this Agreement at the time that the trigger sale was contracted, which payment shall represent a recapture of certain advertising and capital expenditures made by Party B. Nothing contained in this Section shall affect any other right or remedy which Party B may have pursuant to this Agreement.如果有任何第三方（除乙方和其所属公司）向甲方求购产品，甲方需将求购信息转给乙方处理。If Party A or any Affiliate is contacted by any party inquiring about the purchase of Products in the Territory (other than Party B or a party designated by Party B), Party A shall, or shall cause that Affiliate to, refer such party to Party B for handling.If Party A or any Affiliate is contacted by any party inquiring about the purchase of Products in the Territory (other than Party B or a party designated by Party B), Party A shall, or shall cause that Affiliate to, refer such party to Party B for handling.如、如Party B declares that it shall not sell Party A products outside territory outlined in Article 6 without a permission of Party A. 乙方声明 ，在不得到甲方许可的情况下，不得在其代理区外的地方销售第6条所列的产品。Party B declares that it shall not sell Party A products outside territory outlined in Article 6 without a permission of Party A.4. Products 产品 ProductsLED LIGHTING PRODUCTS: LED tube light, LED bulb light, LED down light, LED Strip Light, etc produced by Party A. The exact list of products is attached to this Agreement as Exhibit A. Goods may be deleted from or added to Exhibit A and their specifications and design may be changed by Party A at its sole discretion at any time by mailing written notice of such changes to Party B. Each change shall become effective 15 days following the date notice thereof is sent. LED照明产品：发光管灯，LED灯泡灯，LED筒灯，LED灯条灯，等由甲方的产品。产品名称已例于表A。甲方可以更改产品的设计和规格。任何改动需以书面形式告知乙方。甲方发出通知15天后方可生效。 LED LIGHTING PRODUCTS: LED tube light, LED bulb light, LED down light, LED Strip Light, etc produced by Party A. The exact list of products is attached to this Agreement as Exhibit A. Goods may be deleted from or added to Exhibit A and their specifications and design may be changed by Party A at its sole discretion at any time by mailing written notice of such changes to Party B. Each change shall become effective 15 days following the date notice thereof is sent.5. New Products 新产品 New ProductsIf Company or any Affiliate now or hereafter manufactures or distributes, or proposes to manufacture or 如果本公司或任何加盟现在还是以后的生产和销售，或建议制造或 distribute, any product other than the Products, Company shall immediately notify, or cause such Affiliate to notify, Distributor of that fact and of all details concerning that product. 分发，任何产品比其他的产品，公司应立即通知，或造成这种加盟通知，分销商这一事实 ， 所有有关该产品的细节。 Company 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. 公司应给予，或须安排的条款和条件不低于原来在这方面的协议所提供的产品有利于这一问题给予加盟，这些分销商的分销权。 If Company or any Affiliate now or hereafter manufactures or distributes, or proposes to manufacture ordistribute, any product other than the Products, Company shall immediately notify, or cause such Affiliate to notify, Distributor of that fact and of all details concerning that product. Company 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.6. Territory 领土 TerritoryAuthorized Dealer district: Central Europe (the territory of Hungary, Poland, Slovakia, Romania, Checz Republic). 授权经销商区：中欧（匈牙利，波兰，斯洛伐克，罗马尼亚，捷克共和国的领土）。乙方在合约期内在些地区销售。不能在合约外的地区销售。 And cant solicit orders in the market wit Authorized Dealer district: Central Europe (the territory of Hungary, Poland, Slovakia, Romania, Checz Republic). Part B develops customers in this appointed district during agreement period. And cant solicit orders in the market without appointment.We dont understand this sentence. Does it mean, that Part B cant solicit orders outside the territory specified?7. Term 长期 TermThis Agreement shall become effective as of the date hereof upon execution by an officer or other authorized representative of Part A and by an authorized representative of Part B and shall remain in effect for one year thereafter, the first 6 months of which is the assessment period. 本协议从签字之日起生次，有效期为一年。 此后的一年内，首6个月的评估期 ， 其中。 In this period, if Part B cant reach sales target specified in Article 8 , Part A has the right to cancel this Agreement by sending a written notice to Part B. If Part A does not send a written notice of cancellation within 15 days from the end of the assessment period, the Agreement should stay valid for the whole one year period. 在此期间，如果乙方不能达到销售目标（在8中列出） ， 甲方有权取消合同。取消合同需发书面通知。如果甲方在到期后的15天内没有发出书面通知，此合同继续生效。生效期为半年。 Upon the expiration of this contract, both parts negotiate for renewing or canceling of the contract. 当本合同期满，两个部分的谈判延长或取消合同。 In the same conditions, Part B has the priority of renew contract. 在相同条件下，乙方有优先的续约合同。 This Agreement shall become effective as of the date hereof upon execution by an officer or other authorized representative of Part A and by an authorized representative of Part B and shall remain in effect for one year thereafter, the first 6 months of which is the assessment period. In this period, if Part B cant reach sales target specified in Article 8, Part A has the right to cancel this Agreement by sending a written notice to Part B. If Part A does not send a written notice of cancellation within 15 days from the end of the assessment period, the Agreement should stay valid for the whole one year period. Upon the exp