中英文经销商合同.docx

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1、中英文经销商合同中英文经销商合同 DISTRIBUTORSHIP AGREEMENT 经销协议 THIS AGREEMENT IS MADE AS OF THE _ DAY OF _, 20_, by and between _, (Supplier) a _ organized and existing under the laws of _, with its principal place of business at_, and _, (Distributor) a _ organized and existing under the laws of _, with its princ

2、ipal place of business at _; 本协议由，根据法律成立和存在的，和，根据法律成立和存在的，于20年月日签定。 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

3、使用还是联合使用时，该意思都应适用。 Accessories means the accessories described in the attached Exhibit A, and includes any special devices manufactured by supplier and used in connection with the operation of the Goods. Accessories may be deleted from or added to Attachment A and Supplier may change the specificati

4、ons and design at its sole discretion at any time by mailing written notice of such changes to Distributor. Each change shall become effective within _ days following the date notice thereof is mailed to Distributor. “附件”指附件A中所列明的附件，包括由供应商制作和与货物操作有关的特殊装置。附件可以从附件A上删除或增加，供应商有权改变规格和设计，但应通过邮寄书面通知告知经销商。任

5、何改变应在通知寄出后天内生效。 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”

6、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 or leases Products from Distributor. “客户”指任何从经销商处购买或租赁产品的人。 Goods means those items described in Attachment B. Goods may be deleted from or added to Attachment B and their specifications and design may be changed by Supplier

7、at its sole discretion at any time by mailing written notice of such changes to Distributor. Each change shall become effective within _ days following the date notice thereof is mailed to Distributor. “货物”指在附件B中所描述的物品。经销商有权在附件B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天生效。 Products means Goo

8、ds, Accessories, and Spare Parts. “产品”指货物及其附件和零部件。 Spare Parts means all parts and components of the Goods and/or any special devices used in connection with the maintenance or servicing of the Goods. Supplier declares that a complete list of Spare Parts is set forth in Attachment C. Spare parts may

9、 be deleted from or added to Attachment C 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 _ days following the date notice thereof is mailed to Distri

10、butor. “零部件”指货物和维护、服务货物所用的特殊设备的所有配件和零件。供应商声明完整的零配件清单在附件C中列明。经销商有权在附件C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天生效。 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 t

11、rademark, 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 Su

12、ppliers 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

13、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销售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

14、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指定他为经销商。 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 o

15、r 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 ow

16、n 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, and u

17、pon request shall furnish Supplier with satisfactory evidence of the maintenance of such insurance. 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 pa

18、yments 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相当人，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

19、代表供应商招致、承担任何保证。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，并在供应商的要求下提供足够的证据证明已购买保险。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

20、 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 distrib

21、uted 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

22、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。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 compe

23、te 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 a

24、uthorized 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 sh

25、all 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, pu

26、rsuant 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已授权经销商的身份，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 o

27、r hereafter manufactures or distributes, or proposes to manufacture or distribute, any 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 product. Distributor may request from Supplier dis

28、tribution rights for that 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 t

29、o 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

30、 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 product and its operation. Distributor may request, and Supplier shall promptly provide, or shall cause such

31、 Affiliate promptly to provide, further information concerning the product or the offer. If Distributor fails to accept such offer, Supplier or the Affiliate may then offer the product to another party for distribution in the Territory, but may not offer it on terms and conditions more favorable tha

32、n 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产品，供应商应及时通

33、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

34、先向经销商发出要约。 Distributor Sales, Service and Storage Facilities. Distributor shall, at its expense, engage and maintain a sales, service and parts handling organization in the Territory, staffed with such experienced personnel as are necessary to enable distributor to perform its obligations under this

35、 Agreement. Distributor shall, at its expense, maintain facilities and personnel in the Territory that will enable it promptly and satisfactorily to perform, at a reasonable price, all inspection, maintenance and other necessary servicing of Products sold by Distributor. To assist Distributor in the

36、 discharge of this service and maintenance function, Supplier shall provide service and maintenance training, without charge, to any reasonable number of Distributors personnel as Distributor shall designate. Distributor shall, at its expense, at all times store and maintain its inventory of Product

37、s in accordance with current, applicable instructions issued by Supplier from time to time. Distributor shall, at its expense, deliver one copy of Suppliers current, applicable operation and maintenance manual to each Customer at the time of sale and, at that time, Distributor shall, at its expense,

38、 fully explain and demonstrate to the customer the proper method of operating and maintaining the Products. Distributor shall mail to Supplier, during the term of the distributorship created by this Agreement and any extension thereof, prompt written notice of the address of each location at which p

39、roducts are stored, and the address of each facility established by Distributor to sell and service the Products. Supplier may, through its designated agent, inspect all such locations and facilities and the operations conducted therein at any time during normal business hours. 经销商销售、服务、库储设备 经销商应在本区

40、域内自行雇佣或维持一个销售、服务、处理其它事务的组织，并配备能从事本协议项下工作的有经验的销售人员。经销商应自行在本区域内维持设备和人员以合理的价格去完成所售产品检测、维护和其它必要的服务。为帮助经销商负责服务和维护职责，供应商应免费对合理人数的经销商指定人员提供服务和维护培训。经销商应根据供应商随时签发的通用、适用的指导书储备一定的库存，费用自行承担。经销商应在销售时向客户提供通用、适用的操作维持手册，应向客户充分解释和演示操作和维护的方法，费用由经销商承担。在本协议有效期和续展期内，经销商应向供应商及时报告库储货物和为销售和服务产品所配备的设备的地点。供应商可以通过指定代表人在营业时间测查

41、上述地点、设备和操作方式。 Spare Parts and Accessories. Distributor shall keep in stock an adequate supply of Spare Parts and Accessories for the servicing of Goods. No Spare Parts or Accessories not manufactured by Supplier shall be used in connection with the Goods unless they have been approved in writing by

42、Supplier 零配件及附件：经销商应保证货物足够的零配件及附件的库存。非供应商生产的零配件及附件不应在货物上使用，除非获得供应商的书面同意。. 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 Suppl

43、ier. 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 requi

44、red to utilize such items in connection with the sale, inspection, repair 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 term

45、ination 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 Su

46、pplier. 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、检验、修理、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

47、 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 one (1) demonstration model of the

48、Goods and Accessories. 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 _ days of receipt of the order.