sals-agent-agreement-机械产品-外贸独家代理协议.doc

Exclusive Agency Agreement
First Party:
Address:
Second party:
Address:
Preamble
The first party is considered one of the Chinese manufacturers registered in China and specified in manufacturing and producing construction equipments as listed below:
甲方是在中国注册的中国制造企业，主要生产如下建筑机械设备。
1. . 2.
3. 4.
The second party is considered as a company, working in the field of sugarcane transport and trading in the Uganda and it’s incorporated according to Uganda law and enjoys good reputation and experience and intents to cooperate and agree with first party as the second party will be exclusive agent who sells above goods of the first party in the countries: Kenya, Uganda, Tanzania, Rwanda and Burundi.
乙方是在乌干达依法成立的一家主要从事甘蔗运输工作的公司。该公司享有良好声誉，富有经验，愿意与甲方合作，作为甲方在肯尼亚，乌干达，坦桑尼亚，卢旺达和布隆迪地区销售甲方上述产品的独家代理人。
Therefore both parties have agreed on the following:-
因此双方达成如下协议：
Article one:- 条款一
The previous preamble is considered as an integral part of this agreement and completes its terms. The exclusive agent must solely sell the products stated above in the agreement manufactured by Qing Zhou Shenwa Machinery Co. Ltd and if the factory prices are similar (±5 %), it shouldn’t sell the same categories of products provided by other Chinese companies.
前言是该协议不可分割的一部分。独家代理人必须只销售青州市神娃机械有限公司生产的上述产品。如果价格相差（±5 %), 乙方不能销售中国其他厂家的同类产品。

Article two:-条款二
First party declares that he has agreed that the second party is the sole and exclusive agent who is approved to sell and market his all kinds of……, in the following countries: Kenya, Uganda, Tanzania, Rwanda and Burundi. . The condition is that the sales’ volume is not less than 1.5 million USD of each kind of goods per year. What is more, the sales’ volume increase is not less than15 % per year, or else the sole agency of this kind of products will be cancelled automatically.
甲方宣布乙方是甲方在肯尼亚，乌干达，坦桑尼亚，卢旺达和布隆迪的……产品的独家代理人。条件是：每种产品每年的销售额不能低于150万美金。并且每年的增长速度不应低于15%，否则该产品的独家经销权自动取消。
Article three:-条款三
In the exclusive agency, the Second Party does his effort in achieving great annual sales for the First party’s other above products and after the sales’ volume is up to 1.5 million USD value in 12 months, thus the Second Party can be regarded as the sole agent in Kenya, Uganda, Tanzania, Rwanda and Burundi of this kind of product. The first party requires in this agreement that sales’ volume increase is not less than15 % per year, or else the sole agency of this kind of products will be cancelled automatically.
上述的其他产品在12个月内的销售额达到150万美金后，乙方即可视为该产品在肯尼亚，乌干达，坦桑尼亚，卢旺达和布隆迪的独家代理人。并且每年的销售额增幅不得低于15%,否则该产品的独家经销权自动取消。
Article four:-条款四
First Party undertakes to protect second party’s rights as his approved agent for his products in Kenya, Uganda, Tanzania, Rwanda and Burundi and stop any hostile act on these rights by any other distributors or representatives; further First party isn’t entitled to sell the goods which the Second Party has obtained the sole agency to Kenya, Uganda, Tanzania, Rwanda and Burundi either directly or indirectly. In case first party violates this, he undertakes to pay compensation to the second party of what equals to 20% of total value of sold deal of this kind of goods in Kenya, Uganda, Tanzania, Rwanda and Burundi.
甲方必须保护乙方已经取得独家经销产品在乌干达，坦桑尼亚，卢旺达和布隆迪的销售权利，并且阻止任何其他经销商或者代表人对这些权利的做出的恶意行为。甲方无权直接或者间接的向乌干达，坦桑尼亚，卢旺达和布隆迪销售已取得独家经销权的产品。如有违背，甲方将销售到乌干达，坦桑尼亚，卢旺达和布隆迪的该产品货值的20%作为赔偿金支付给乙方。
Article five:-条款五
First Party undertakes to provide all kinds of catalogues of his products, technical operation book, and advertising brochure for Second Party to secure sufficient marketing publicity.
甲方负责为乙方提供如下资料：所有产品目录，技术操作手册，广告宣传图册，以保证足够的营销宣传。
Article six:-条款六
Second Party must buy quite a bit of accessories of the goods which he has got its agency right to provide repaired services for customers in time. The First Party will sell the accessories at its cost price.
乙方必须采购相当数量的已取得独家经销权的产品配件，用来及时的给客户提供维修服务。甲方将只收取这些配件的成本价格。
Article seven:-条款七
If there are clients from Kenya, Uganda, Tanzania, Rwanda and Burundi who inquire directly the First Party of the goods which the Second Party has got sole agency right, the First Party must inform Second Party immediately. The Second Party will communicate with the clients; the First Party is not entitled to offer himself.
如果乌干达，坦桑尼亚，卢旺达和布隆迪的客户直接向甲方询问乙方已取得独家经销权的产品，甲方必须将该信息第一时间通知给乙方。由乙方来和客户进行商谈，甲方不能擅自报价。
Article eight:-条款八
The First Party has right to make adjustments of the prices of the goods according to the cost of the goods and the exchange rate of US dollar. In case of any amendments on descriptions or stop manufacturing or producing any products of First Party as subject matter of this agreement and at any time, First party undertakes to give written notice immediately to Second Party regarding such matter and guarantees to provide all necessary spare parts for previous sales.
甲方有权利根据生产成本的高低及美元汇率的变化对产品的销售价格进行调整。如果甲方对协议中的产品做了改进或停产，甲方必须关于此事宜出具书面通知。并保证以前购买产品配件的供给。
Article nine:-条款九
Effective period of this agreement is for three calendar years, starting from the date when the first
batch of products ordered by Second Party arrives in Maryland, USA. The sole agency time of other goods will be calculated according to the above method.
该协议的有效期为2年，自乙方订购的第一批货物到达乌干达，坦桑尼亚，卢旺达和布隆迪之日起。其他产品的独家时间按照上述计算方法执行。
Article ten:-条款十
The other things which are not referred to here will be negotiated by both parties. If the two parties can not negotiate with each other well, this matter will be transferred to CETAC (China International Economic and Trade Arbitration Commission).This agreement has been issued in ten articles of (4) four pages of two copies, each party has his copy to work upon.

其他未尽事宜，双方协商解决。协商不成，将交给中国国际经济贸易仲裁委员会仲裁。本协议共4页，10条款，一式二份，双方各执一份。

First Party (Principal) Second Party (Agent)

2009-5-6