中英文经销商合同.doc

DISTRIBUTORSHIP AGREEMENT经销协议THIS AGREEMENT IS MADE AS OF THE 1st DAY OF February, 2013, by and between Qualipride International Ltd., (Supplier) a limited liability company organized and existing under the laws of China, with its principal place of business at 93-1 Xinjian Middle Road, Zhoucun, Zibo, Shandong 255300, China and _, (Distributor) a _ organized and existing under the laws of Turkey, with its principal place of business at _;本协议由山东千千国际贸易有限公司（供应商），根据中国法律成立和存在的有限公司（主要经营场所：山东省淄博市周村区新建中路93-1号），和（经销商），根据土耳其法律成立和存在的有限公司，（主要经营场所）于2013年2月1日签订。ARTICLE I. DEFINITIONS第一条 定义When used in this Agreement, the following terms shall have the 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。Affiliate means any company controlled by, controlling, or under common control with supplier.“下属单位”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 Products from Distributor.“客户”指任何从经销商处购买产品的人。Goods means those items described in Attachment A. Goods may be deleted from or added to Attachment A 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 15 days following the date notice thereof is mailed to Distributor.“货物”指在附件A中所描述的物品。经销商有权在附件A删除或增加部分货物，也有权通过信函书面告知经销商货物规格或设计的变更。这种变更在向经销商寄出信函后15天生效。Products means Goods.“产品”指货物。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 经销商的指定Appointment：Supplier hereby appoints Distributor as Suppliers 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：供应商在此指定经销商为在定义区域内非独占经销商，经销商接受指定。双方理解供应商没权阻止位于其它区域的经销商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下属单位咨询有关购买产品事宜，供应商有权或要求下属单位将询价转交给经销商。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 Distributors employees, all of who are entirely under the control of Distributor. Distributor shall be responsible for the acts and omissions of Distributors employees. Distributor shall, at its own expense, during the term of this Agreement and any extension thereof, maintain full insurance under any Workmens 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. 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：经销商是独立的合同签约人，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）。经销商的员工应由经销商控制，供应商无权使用、控制。经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，经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。经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 Distributors 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.经销商销售产品：经销商应在本区域内尽力销售产品和充分扩大市场。双方协商并同意如经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：经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 Suppliers Trademarks.广告：经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己授权经销商的身份，有权在广告或推广活动中使用供应商的商标。经销商应事先将广告或宣传资料的样稿提交供应商批准，经销商不得未经供应商书面同意进行广告宣传。经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 new 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 new product. Distributor may request from Supplier distribution rights for that new 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 new product and its operation. Distributor may request, and Supplier shall promptly provide, or shall cause such Affiliate promptly to provide, further information concerning the new product or the offer. If Distributor fails to accept such offer, Supplier or the Affiliate may then offer the new 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：供应商或其下属单位现在或将来生产或销售或拟生产销售其它新产品，供应商应及时通知或促使其下属单位通知经销商有关的详细情况。经销商可以要求在该区域或部分区域的经销商，如经销商要求，则供应商有权授予或促使下属单位授予经销权，该经销权不低于本协议约定的条款和条款。如经销商没有获得本地区的经销权或部分地区的经销权，而供应商以后又希望经销商在本地区或部分地区经销，供应商或促使其下属单位书面发出列明经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。经销商可以要求供应商提供详细信息，供应商和下属单位应及时提供。如经销商拒绝接受要约，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经销商的。如供应商和下属单位拟向任意方发出的要约优先发给经销商的条件，则应按上述规定程序操作先向经销商发出要约。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, 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：经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，经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，除非经销商员工在本协议有效期或续展期内为了销售、服务产品而使用需要。2, 在本协议或续展期终止后，经销商的员工复制、使用。供应商根据本款可以要求经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 sufficient amount of demonstration samples of the Goods. 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 3 days of receipt of the order.产品采购：经销商应向供应商购买必备产品，包括采购、维持经销商能履行本协议义务的一定量产品库存，和至少足够数量的展示样品。供应商应提供经销充足的产品以满足本区域产品需求。经销商向供应商下的符合协议条款要求的订单到达供应商则视为供应商接受该订单，供应商应按接受的订单履行义务。供应商应在收到订单后3天内确认收到和接受订单。Purchases for Resale：All Products purchased by Distributor shall be purchased solely for commercial resale, excepting those Products reasonably required by Distributor for advertising and demonstration purposes.转售采购：经销商购买产品是为了商业转售，除经销商为了广告、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 3 days after the date that order is delivered to Supplier.订单程序：经销商下的每张订单都应明示订单性质，并进一步明确交付日期、规格和不同日期应发的数量。订单的交付日期不得少于供应商收到订单后3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.订单取消：经销商应书面取消订单，如最初未采用书面形式，应事后书面确认。如供应商接受经销取消订单，经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 A. All prices are F.O.B. the Delivery Point. If the price for any Product is not set forth on Attachment A 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：货物的价格和折扣在附件A上列明。所有价格是交付点FOB价格。如经销商向供应商下附件A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 15 days prior to the effective date thereof. The price in effect as of the date of Distributors 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15天书面通知经销商价格变化。在经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订单。Packing: Supplier shall, at its expense, pack all Products in accordance with Suppliers 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经销商承担。Payment: Upon confirmation of each order and prior to date of shipment, Supplier may submit to Distributor Suppliers proforma invoice for those Products. Distributor shall pay each such proforma invoice within in time after Distributors receipt of that proforma invoice. Payment shall be made in United States dollars or other agreed currency to a bank account to be notified in writing by Supplier to Distributor.支付：在订单确认和发运前，供应商提交经销商该批货的形式发票。经销商将在收到形式发票后及时支付发票金额，用美元或其它认可的货币支付到供应商书面提供的银行帐户。Delivery: 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 ar