海外市场独家经销协议-英文版

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中英文双语独家经销协议

独家经销协议No:编号:1.This agreement is entered on June , 2022, by and between,_________________ Inc (AA), currently located __________________ AndInc,(BB),currently located __________________某公司(以下称 AA)位于_____________________________和中国公司(以下简称 BB),地址电话联系人于 2022 年月日签署本合同。

2.Definition定义2.1 Item & Product of Sole Distribution (the Product) is 独家经销的产品(以下简称产品)是2.2Distribution Area (the Area) includes , , 独家经销的区域(以下简称经销区域)是(国家或者地区名称)2.3 Duration of the Agreement is from (date) to (date).本协议的期限从(日期)到(日期)止。

3.Both parties agree that AA may sell the Product in the Area as the Sole Distributor of BB. BB promises that BB neither can sell, nor can allow any third party to sell the Product to the Area beside AA.双方允许,AA 可以在经销区域以 BB 公司的独家经销商销售产品。

BB 承诺 BB 不能自行销售,也不能允许任何第三方销售产品给经销区域内的客户。

4.Orders定单4.1 AA places orders to BB to purchase. The orders shallincorporate this Agreement automatically.AA 给 BB 下定单采购产品。

独家经销协议英文范本

独家经销协议（英文）APPOINTMENT OF EXCLUSIVE DISTRIBUTOR AGREEMENTDated 08th January 20021 Parties(1) (name of principal) whose registered office is in the PR of China at the address …. ('the Principal')(2) (name of principal’s agent) whose registered office i n the PR of China at the address …. ('the Principal’s agent')2 Recitals2.1 The Principal manufactures goods including the Products2.2 The Principal’s agent trades with the Products of the Principal2.3 The Distributor wishes to sell the Products in the Territory3 DefinitionsThe following terms shall have the following meanings:3.1 'Business': the promotion and sale of the Products by the Distributor and all matters related3.2 'Commencement Date': the date set out at the head of this Agreement3.3 'Conditions': the provisions contained in clauses [5] to [9] which shall be incorporated into this Agreement in their entirety3.4 'Consignment': each shipment of Products made by the Principal and/or the Principal’s agent in response to an order placed in accordance with the terms of this Agreement by the Distributor3.5 'Currency': US Dollars3.6 'Documents': the documents which must be presented in order to obtain payment under the respective sales contract pursuant to whicha documentary credit is opened3.7 'Expiry Date': within 2 [two] years after Commencement Date unless extended as per clause [5.6] of this Agreement3.8 Trade Name: (insert details)3.9 'Minimum Annual Performance': sales of the Products in each year of the Term3.10 'Products': the products briefly described in Schedule 13.11 'Rights': the sole and exclusive right of the Distributor to carry on:3.11.1 the Business3.11.2 for the Term3.11.3 in the Territory3.12 'Term': the period starting on the Commencement Date and ending on the Expiry Date unless earlier determined as provided in this Agreement3.13 'Territory': the territory of the State of Israel4 Grant and reservations4.1 The Principal grants to the Distributor the Rights4.2 The Principal agrees not to appoint any other person to act asits distributor of the Products in the Territory during the Term4.3 Without prejudice to the remaining provisions of this Agreement the Principal reserves the right to vary the Price of the Products subject current market prices at the time of receiving an order from the DistributorCONDITIONS5 Principal's obligationsThe Principal agrees with the Distributor throughout the Term:5.1 Sole and exclusive distributorNeither itself nor through any agent or other distributor lawfully acting for it directly or indirectly to infringe the Rights5.2 Support and informationTo support the Distributor in its efforts to promote the Business and sales of the Products and in particular at its own expense5.2.1 to supply trial samples of the Products upon request from the Distributor5.2.2 to provide and promptly update information about the Products 5.3 IndemnityTo indemnify and keep indemnified the Distributor from and against any and all loss damage or liability whether criminal or civil suffered and legal fees and costs incurred by the Distributor in the course of conducting the Business and resulting from:5.3.1 any act, neglect or default of the Principal, the Principal’s agent or their agents, employees, licensees or customers5.3.2 any successful claim by any third party alleging libel or slander in respect of any matter arising from the supply of the Products or the conduct of the Business in the Territory providedthat such liability has not been incurred by the Distributor through any default in carrying out the terms of this Agreement5.4 Delivery of ProductsSubject to availability to supply to the Distributor or the customers of the Distributor in the Territory the Products in accordance with orders received from the Distributor which:5.4.1 comply in all respects with relevant governmental or other regulations in the Territory5.4.2 are of merchantable quality5.4.3 conform to sample and specification limits5.4.4 are at prices notified to the Distributor by the Principal on a case to case basis5.4.5 are delivered with all reasonable dispatch as provided in the specific sales contract5.5 Extension of TermTo extend the Term for one further period of two years without break in continuity provided that the Distributor:5.5.1 has properly observed and performed its obligations under this Agreement throughout the Term5.5.2 serves a notice on the Principal requiring such extension not later than 30 days before the Expiry Date5.5.3 accepts that the terms of this Agreement shall apply to any extension of the Term under this clause5.6 Extension of Territory5.6.1 To give to the Distributor not less than 60 days' written prior notice of the Principal's intention to appoint any person other than the Distributor and of the terms of such appointment:5.6.1.1 to sell the Products or goods similar to the Products5.6.1.2 in any places adjoining the perimeter of the Territory5.6.2 Such notice may be treated by the Distributor as an offer of an equivalent appointment and before its expiry the Distributor may give written notice to the Principal that it will take up such appointment on such terms5.6.3 Not to offer to any other person terms more favourable than those contained in the notice within 90 days of the expiry of the notice5.7 Extension of ProductsTo add to the Products the goods regularly produced by the Principal and/or traded by the Principal’s agent provided that the Distributor: 5.7.1 has properly observed and performed its obligations under this Agreement so far5.7.2 has achieved the Minimum Annual Performance so far5.7.3 executes an annex to this Agreement in respect of the addition 5.8 No assignmentNot to assign the benefit of this Agreement without the prior consent of the Distributor6 Distributor's obligationsThe Distributor agrees with the Principal throughout the Term:6.1 DiligenceAt all times to work diligently to protect and promote the interests of the Principal6.2 Exclusive agency and territoryNot without the previous consent in writing of the Principal to be concerned or interested either directly or indirectly in the supplyof any goods in the Territory which are similar to or competitivewith the Products6.3 Diligently to promoteAt all times diligently to promote and procure sales of the Productsthroughout the Territory and in particular to achieve the Minimum Annual Performance by appropriate means including:6.3.1 personal visits to and correspondence with such purchasers6.3.2 advertising and distribution of publicity matter subject however to the specific prior approval in writing in all cases by the Principal of the form and extent of such advertising and publicity matter6.4 Good faithIn all matters to act loyally and faithfully toward the Principal6.5 Compliance6.5.1 To conduct the Business in an orderly and businesslike manner 6.5.2 To comply in the conduct of the Business with all laws and bylaws of a governmental nature applicable to the Business6.6 DisclosureOn entering into this or any other agreement or transaction with the Principal during the Term or any continuation of it to make full disclosure of all material circumstances and of everything known toit respecting the subject matter of the relevant conduct or transaction which would be likely to influence the conduct of the Principal.6.7 Pass on information6.7.1 To refer to the Principal any inquiries from prospective customers or other leads outside the Territory6.7.2 To supply to the Principal information which may come into its possession which may assist the Principal to effect sales or other dealings for the Business or in the Products outside the Territory 6.8 Secrecy6.8.1 Not at any time during or after the Term to divulge or allow to be divulged to any person any confidential information relating to the goods, business or affairs of the Principal other than to persons who have signed a secrecy undertaking in the form approved by the Principal6.8.2 Not to permit any person to act or assist in the Business until such person has signed such undertaking6.9 DisputesIn the event of any dispute arising between the Distributor and a customer or prospective customer, forthwith to inform the Principal and provide the Principal with details of the circumstances of the dispute.6.10 NoticeTo comply with the terms of any Default Notice as defined in clause [8.2] specifying a breach of the provisions of this Agreement and requiring the breach to be remedied so far as it may be but nothingin this clause is intended to require the Principal to serve notice of any breach before taking action in respect of it6.11 Sub-distributors6.11.1 To appoint sub-distributors6.11.2 To be responsible for the activities of any properly appointed sub-distributors6.12 Assignment6.12.1 Not to assign charge or otherwise deal with this Agreement in any way without the consent of the Principal6.12.2 In the case of an intended assignment by the Distributor such consent shall not be unreasonably withheld subject that the proposed assignee shall agree directly with the Principal to be bound by the terms of this Agreement6.13 Grant backIf at any time during the Term the Distributor makes or discovers any improvements to the Business and/or the marketing of the Products forthwith to provide the Principal with all necessary details.6.14 Prompt paymentTo pay promptly all sums due to the Principal in respect of the supply by the Principal to the Distributor of the Products.6.15 IndemnityTo indemnify and keep indemnified the Principal from and against any and all loss damage or liability (whether criminal or civil) suffered by the Principal resulting from a breach of this Agreement by the Distributor including any act, neglect or default of theDistributor's agents, employees, licensees or customers.6.16 Pay expensesTo pay all expenses of and incidental to the carrying on of the Business6.17 No warrantiesNot to make any representations to customers or to give any warranties other than those contained in any standard terms and conditions laid down by the Principal from time to time6.18 Act as principalIn all correspondence and other dealings relating directly or indirectly to the sale or other dispositions of the Products clearly to indicate that it is acting as principal7 TerminationThis Agreement shall terminate:7.1 TimeOn the Expiry Date or pursuant to clause [5.6] of this Agreement7.2 Low ordersIn the event that the Minimum Annual Performance is not achieved at any time subject to clause [8.2] of this Agreement.7.3 Fundamental breachOn the occurrence of any of the following events which are fundamental breaches of this Agreement:7.3.1 failure to comply with the terms of any Default Notice as defined in clause [8.2] within the time stipulated7.3.2 infringement of the Rights7.3.3 unfair price quotation from the Principal and/or thePrincipal’s agent7.4 InsolvencyIf the Distributor goes into liquidation either compulsory or voluntary (save for the purpose of reconstruction or amalgamation) or if a receiver is appointed in respect of the whole or any part of its assets or if the Distributor makes an assignment for the benefit of or composition with its creditors generally or threatens to do any of these things or any judgment is made against the Distributor or any similar occurrence under any jurisdiction affects the Distributor8 Termination consequences8.1. Compensation for termination8.1.1 In case of termination of this Agreement pursuant to clause7.3.2 the Distributor shall be entitled to receive compensation amounting to $ 500 000 [five hundred thousand US Dollars]8.1.2 The compensation shall be paid to the Distributor not later than 15 days after the date of termination8.2 Default noticeIn the event of a breach by any party of any of the provisions ofthis Agreement other than a fundamental breach specified in Clause [7.3] the other party may serve notice requiring the breach to be remedied within a reasonable time stipulated in that notice but nothing in this clause shall require the party to serve notice of any breach before taking action in respect of it8.3 Existing rightsThe expiry or termination of this Agreement shall be without prejudice to any rights, which have already accrued, to either of the parties under this Agreement9 Miscellaneous9.1 WarrantyEach of the parties warrants its power to enter into this Agreement and has obtained all necessary approvals to do so9.2 The Distributor warrants that it is not at the time of entering into this Agreement insolvent and knows of no circumstance which would entitle any creditor to appoint a receiver or to petition for winding up or to exercise any other rights over or against its assets 9.3 Force majeureBoth parties will be released from their respective obligations inthe event of national emergency, war, prohibitive governmental regulations or if any other cause beyond the reasonable control of the parties renders performance of the Agreement impossible.9.4 SeveranceIn the event that any provision of this Agreement is declared by any judicial or other competent authority to be void, voidable, illegal or otherwise unenforceable the parties shall amend that provision in such reasonable manner as achieves the intention of the parties without illegality or the remaining provisions of this Agreementshall remain in full force and effect unless each of the parties at its own discretion decides that the effect of such declaration is to defeat the original intention of the parties in which event the said party shall be entitled to terminate this Agreement by 60 days' notice to the other parties and the provisions of clause [8] shall apply accordingly9.5 Whole agreementThe Distributor acknowledges that this Agreement contains the whole agreement between the parties and it has not relied upon any oral or written representations made to it by the Principal, the Principal’s agent or their employees or agents and has made its own independent investigations into all matters relevant to the Business9.6 Supersedes prior agreementsThis Agreement supersedes any prior agreement between the parties whether written or oral and any such prior agreements are cancelled as at the Commencement Date but without prejudice to any rights which have already accrued to either of the parties9.7 Change of addressEach of the parties shall give notice to the other of change or acquisition of any address or telephone telex or similar number as soon as practicable and in any event within 48 hours of such change or acquisition9.8 NoticesAny notice to be served on either of the parties by the other shall be sent by prepaid recorded delivery or registered post or by telex or by electronic mail and shall be deemed to have been received by the addressee within 72 hours of posting or 24 hours if sent by telex or by electronic mail to the correct telex number (with correct answerback) or correct electronic mail number of the addressee9.9 Joint and severalAll agreements on the part of either of the parties which comprises more than one person or entity shall be joint and several and the neuter singular gender throughout this Agreement shall include all genders and the plural and the successors in title to the parties9.10 No partnershipThe parties are not partners or joint venturers nor is theDistributor able to act as agent of the Principal save as authorised by this Agreement9.11 Proper law and jurisdiction9.11.1 This Agreement shall be governed by the substantive law of the Republic of Bulgaria in every particular including formation and interpretation and shall be deemed to have been made in Bulgaria9.11.2 Any disputes from this agreement or concerning disputesarising from or concerning its interpretation, invalidity, non-performance or termination, as well as disputes filling gaps in the agreement or its adaptation to newly arisen circumstances, shall be settled by the Arbitration Court at ……Chamber of Commerce and Industry in accordance with its Rules for Cases Based on Arbitration Agreements.9.11.3 The Arbitration Court shall consist of five arbitrators – one nominated by the Principal, one nominated by the Principal’s agent, one nominated by the Distributor and two to be elected by the three nominee arbitrators unanimously.9.11.4 The language of the Arbitration proceedings shall be English.9.11.5 Any notice of proceedings or other notices in connection with or which would give effect to any such proceedings may without prejudice to any other method of service be served on any party in accordance with clause [9.12]9.11.6 The decision of the Arbitration Court shall be final and binding upon the parties.9.11.7 The expenses for the arbitration shall be borne by the losing party and in case of joint liability shall be evenly distributed among the parties.9.12 Survival of termsNo term shall survive expiry or termination of this Agreement unless expressly provided9.13 WaiverThe failure by the Principal to enforce at any time or for any period any one or more of the terms or conditions of this Agreement shall not be a waiver of them or of the right at any time subsequently to enforce all terms and conditions of this Agreement9.14 CostsEach of the parties shall pay the costs and expenses incurred by itin connection with this Agreement unless otherwise expressly provided in this Agreement.9.15 Acceptance and delivery9.15.1 AcceptanceOrders shall be regarded as provisionally accepted to the extent notified in writing by the Principal, whereas such acceptance shallnot be unreasonably withheld9.15.2 Shipping datesShipping dates and estimates of time of arrival shall be the last available or known to the Principal and shall not be of the essence of this Agreement9.15.3 CarriageThe Principal shall as agent for the Distributor if requested contract on the usual terms for the carriage of the Consignment toits destination which may be the Territory by the usual route for such destination by a suitable means of transportation whether by land, sea or air or if necessary a combination of land sea and air and the Principal shall pay freight charges if obliged to as per the terms of the specific sales contract.9.15.4 InsuranceThe Principal as agent for the Distributor if requested shall effect in transferable form a policy of insurance against the risks involved in transporting the Consignment to its destination9.15.5 Certificates of origin and other documentation9.15.5.1 The Principal shall at its own expense obtain for the Distributor any certificates of origin, consular invoices or other documents the Distributor may require9.15.5.2 The Principal shall render to the Distributor at thelatter's request, risk and expense every assistance in obtaining any documents other than those mentioned in clause [9.15.5.1] which the Distributor may require for the importation of the Consignment into the country of destination (and where necessary its passage intransit through another country)9.15.5.3 It shall be the Principal's agent responsibility to obtain any necessary licence for the export of the Consignment to the country of destination9.16 Packing for delivery and risk in transit9.16.1 Unless otherwise requested the Principal shall pack the Consignment in a manner reasonably suitable for safe transportation to the Territory9.16.2 The Principal and/or the Principal’s agent shall at the request of the Distributor pack any Consignment in any special way reasonably required for delivery to any destination within the Territory designated by the Distributor and shall arrange freight and insurance to such destination as agent for the Distributor9.17 Defective Consignment9.17.1 If the Distributor notifies the Principal of any defect in a Consignment upon arrival the Principal shall be entitled to take all necessary steps to ascertain the cause of the defect and in the event that the Principal shall determine that the defects are inherent ordue to loss or damage occurring before the risk of loss or damage passed to the Distributor the Distributor will co-operate with the Principal in taking whatever steps are necessary to bring the Consignment up to specification9.17.2 Each Consignment of the Products, which the Principal shall make, shall be regarded as a separate contract of sale and no single default in a Consignment shall give grounds for termination by the Distributor10 CounterpartsThis agreement may be executed in any number of counterparts and all of such counterparts taken together shall be deemed to constitute one and the same instrument.IN WITNESS whereof the parties hereto have caused this agreement to be duly executed on the date written above.Executed as a deed (but not delivered until the date hereof) and the common seal of ……. Ltd., PR of China affixed in the presence of: ......................................, DirectorExecuted as a deed (but not delivered until the date hereof) and the common seal of ……. Ltd., PR of China affixed in the presence of: ......................................, DirectorSigned as a deed and Delivered (but not until the date hereof) and the common seal of in the presence of: ......................................。

Sales-Agency-Agreement-海外代理协议(中英文版)

销售代理协议SALES AGENCY AGREEMENT合同号Contract No:签字日期Signing Date:约地点Signing Place:本协议双方为了发展贸易，在平等互利的基础上，按下列条件签定本协议。

This agreement is entered into between the parties concerned on the basis of equality and mutual benefit to develop business on terms and conditions mutually agreed upon as follows:说明：鉴于甲方负责在中国设计，生产和销售LED灯具；甲乙双方本着互惠互利的原则，对协议中的产品进行生产开发和销售的合作。

在此前提条件下，甲乙双方的协议如下：WITNESSES:Whereas Party A is engaged in designing, manufacturing and selling LED Light in China,Whereas the Parties consider it mutually advantageous to co-operate engaging in manufacture, sale and development of Licensed Product in LED Light.Now therefore, in consideration of the premises and practice described hereinafter Party A and Party B agree as follows:1 订约人/Contracting Parties：供货人:地址：电话：传真：************代理商：地址：电话：传真：Supplier：( hereinafter called " Party A ")：Address：Tel:Fax:Agent：( hereinafter called " Party B ")Address:Tel:Fax:甲方委托乙方为销售代理人，销售下列商品。

独家海外经销协议(模板)中英文

独家经销协议由中国沈阳－以下称“甲方”和(国家城市)－以下称“乙方”签署年月日SOLE SALES AGREEMENTSigned-by and between-ShenyangP. R. ChinaPARTY Aand(City and country)PARTY B(DATE)独家经销协议SOLE SALES AGREEMENT协议号：（甲方）Agreement No.: (Party A)协议号：（乙方）Agreement No.: (Party B)本《独家经销协议》（下称“本《协议》”）是由依照中华人民共和国现行法律合法设立并有效存续的、其主要经营地址为的（下称“甲方”）与依照现行法律合法设立并有效存续的、其注册办公地址为的（下称“乙方”）于年月日在中华人民共和国辽宁省沈阳市签订。

甲方与乙方合称为“协议双方”，单称为“协议一方”。

This “SOLE SALES AGREEMENT”(hereinafter referred to as “This Agreement”) is made on the day of , at Shenyang City, Liaoning Province, P. R. China by and between: (hereinafter referred to as “Party A”), a corporation duly established and existing under the currently effective laws of the People’s Republic of China with its registered address at and (hereinafter referred to as “Party B”), a corporation duly established and existing under the currently effective laws of with its registered address at .Party A and Party B are hereinafter referred to collectively as the “Parties”, and individually as a “Party”.鉴于：WITNESS1、甲方是一家汽车产品的制造、销售公司，有权并愿意根据本《协议》约定的条件许可乙方成为在经销区域内的独家经销商，以便乙方在经销区域内经销甲方所供协议产品。

独家经销协议(中英文)【精编】.doc

经双方友好协商，甲方愿意委任作为在销售其产品的独家经销商。

为了明确双方的权利和义务，特订立本协议。

甲方：%%公司（以下简称甲方）受委任方：（以下简称乙方）地址：地址：电话：传真：Email:第一条、双方关系：在本协议的有效期内，甲方和**公司的关系纯属卖方和买方的关系。

本协议不产生代理权，任何一方不能向第三者代表另一方，若由此而致使另一方受损，则越权的一方须承担赔偿责任和法律责任。

第二条、产品。

本协议所称的产品，系指甲方所制造的产品。

第三条、经销权甲方给予**公司在的范围内以独家进口并销售其产品的权利。

第四条、专营权除**公司外，甲方不得再委任范围内的其它公司为其经销商和代理商。

第五条、价格甲方必须向乙方提供最优惠的价格。

最优惠的价格即必须低于正常贸易的价格。

第六条、交易方式发生在双方间的每一笔交易都必须订立合同，双方均须受到每一个合同的约束。

第七条、卖方责任1. 自费向乙方提供新产品的样品，每个样品为1-2个。

2. 同意乙方在进行业务推广时向客户介绍甲方的网站，并表明其独家经销的身份。

3. 在协议的有效期限内：甲方如获得专利产品的注册、或商标、或其他商业标志，均须立即向乙方提供。

4. 甲方必须将希望与其建立商业关系的境内新客户转给乙方。

5. 不断提供有助于推销产品的意见和资料。

第八条、经销商责任1. 自费维持一个有经营能力的机构，切实地为甲方推销产品。

2. 自费参加一些交易会或制作为了推销甲方产品的网站、目录等广告物。

3. 在本协议的有效时限内，第一年的每个月的交易额必须达到万美元，以后每年递增20％4. 向甲方提供一个由甲方认可的银行为结算银行。

5. 不得购买和销售其他公司的同类产品6. 不断地向甲方提供国内相关的商业情报第九条、有效时限本协议自_____生效，有效期为___年。

期满前三个月内，双方如未能在续签本协议上达成一致，则本协议在期满时自动失效，双方再不受其约束。

第十条、违约本协议的任何一方发生了违约行为，另一方得以书面的形式通知其纠正。

EXCLUSIVE DISTRIBUTORSHIP AGREEMENT(独家经销权协议中英文版)

EXCLUSIVE DISTRIBUTORSHIP AGREEMENT独家经销权（总代理）授权协议THIS AGREEMENT, is made and entered into Nov.1st, 2016 by and between Fillico Japan Co.,Ltd. , a Japanese corporation having its principal office at Tokyo Shinju Building 5th Floor, 6-16-3 Ginza Chuo-Ku, Tokyo, Japan (hereinafter referred to as “Fillico”) and Zhongjucheng(Beijing)Culture Corporation, a Chinese corporation having its principal office atRoom405-406,ZhoumingBuilding,No.1069,Gaobeidian Township, Chaoyang District Beijing, P.R.China(hereinafter referred to as “Distributor”).本协议在2016年11月1日由于Fillico Japan Co., Ltd.日本企业，其主要办公地址为。

与中钜铖（北京）文化股份有限公司，中国企业，其主要办公地址为。

制定并实行。

WITNESSETH THAT（本协议）作证WHEREAS,Distributor has been for many years engaged in marketing and distributing of bottled water in Territory as herein defined, having and maintaining adequate sales organizations and proper sales persons for sale of such kind of Products in Territory, and desires to import and distribute Products as herein defined in Territory utilizing such experience and organizations; and,鉴于，［经销商］多年在下列规定［地域］从事于瓶装水的销售和经销，（并且）为销售如前所述这种商品，在［地域］具有并维持足够的销售组织和适当的人员，因此愿意利用如前所述经验和组织进口并经销在下列规定的［商品］。

海外销售英文合同模板

Contract Number: [Contract Number]Date: [Contract Date]This Contract is made and entered into on [Contract Date] by and between the following parties:Seller:[Full Legal Name of Seller][Address][City, State, Zip Code][Country][Contact Person][Contact Information]Buyer:[Full Legal Name of Buyer][Address][City, State, Zip Code][Country][Contact Person][Contact Information]Whereas, the Seller is willing to sell and the Buyer is willing to purchase the following goods and services:1. Description of Goods:- [Detailed description of the goods, including specifications, quality, and quantity]- [Any specific models, serial numbers, or batch numbers, if applicable]2. Packing:- [Description of the packing materials and method]- [Quantity of packages per shipment]3. Price and Payment Terms:- [Unit price and total price]- [Payment method(s) – e.g., wire transfer, letter of credit, PayPal, etc.]- [Payment schedule – e.g., 30% advance payment, balance before shipment]- [Currency of payment]4. Delivery:- [Delivery date or delivery period]- [Delivery point – e.g., FCA (Free Carrier), CIF (Cost, Insurance, and Freight), DDP (Delivered Duty Paid), etc.]- [Transportation details – e.g., carrier name, shipping marks, and route]5. Shipment and Insurance:- [Responsibility for shipping and insurance]- [Insurance coverage and cost]- [Shipment notice requirements]6. Warranty:- [Duration of warranty]- [Scope of warranty]- [Warranty conditions and procedures]7. Quality Control:- [Quality control measures during production]- [Quality inspection at the factory and before shipment]- [Acceptance criteria and dispute resolution]8. Force Majeure:- [Definition of force majeure events]- [Consequences of force majeure events on the contract]- [Notification requirements for force majeure events]9. Intellectual Property:- [Ownership and use rights of intellectual property]- [Non-disclosure obligations]10. General Provisions:- [Jurisdiction and governing law]- [Language of the contract]- [Amendments and modifications]- [Notices and communications]The Parties hereby agree as follows:1. Acceptance of Goods:- The Buyer shall inspect the goods upon receipt and within the period specified in the quality control clause. If any non-conformity is found, the Buyer shall notify the Seller in writing within [number of days] days of receipt.2. Payment:- The Buyer shall make the payments as agreed upon in the payment terms section of this contract. Any delay in payment may result in late fees or termination of the contract.3. Delivery:- The Seller shall deliver the goods to the Buyer in accordance with the delivery terms specified in this contract. The Seller shall be responsible for all costs and risks of transportation until the goods are delivered to the Buyer.4. Warranty and Claims:- The Seller warrants that the goods shall conform to the specifications and shall be free from defects in materials and workmanship for a period of [duration of warranty]. If a defect occurs, the Seller shall, at its option, repair, replace, or refund the purchase price of the defective goods.5. Dispute Resolution:- Any dispute arising out of or in connection with this。

代理协议书外贸独家(中英文)

代理协议书外贸独家(中英文)范本1：代理协议书外贸独家(中英文)代理协议书一、甲方（中文）：___________，以下简称“甲方”。

地址：___________，电.化：___________，传真：___________，油香：___________。

乙方（英文）：___________，以下简称“乙方”。

Address: ___________,Phone: ___________,Fax: ___________,Eml: ___________.二、背景甲方是一家经营___________（产品或服务）的公司，拥有完整的生产和销售体系。

乙方是一家经验丰富、备受尊重的___________（地区或国家）市场推广公司/个人，具备广泛的客户资源和行业网络。

三、协议目的甲方授权乙方成为其在___________（地区或国家）的独家代理商，负责销售和推广甲方的产品/服务。

四、协议内容4.1 独家代理权乙方作为甲方的独家代理商，在协议有效期内享有在___________（地区或国家）销售甲方产品/服务的独家权利。

甲方将不会与其他任何个人或公司在该地区进行竞争，也不会向其他销售渠道销售其产品/服务。

4.2 销售范围乙方将根据甲方的要求，在约定的销售区域内销售甲方的产品/服务。

乙方承担达成销售目标的责任，并在约定的销售区域内进行广告、市场推广和客户服务。

4.3 配额和报价甲方将根据市场需求和乙方的销售能力，确定销售配额和产品报价。

乙方应按照甲方设定的报价制度进行销售，确保报价的准确性和一致性。

4.4 市场推广甲方将提供市场推广支持，包括但不限于提供宣传资料、广告素材和销售培训。

乙方应积极利用这些资源，制定有效的市场推广策略，提高产品/服务在市场中的知名度和销售量。

4.5 客户服务乙方应提供优质的客户服务，包括解答客户咨询、处理订单、售后服务等。

乙方应确保客户满意度，并及时反馈客户的需求和市场信息给甲方。

海外销售合同中英文模板书

合同编号：____________________签订日期：____________________甲方（买方）：公司名称：____________________地址：____________________联系人：____________________联系电话：____________________电子邮箱：____________________乙方（卖方）：公司名称：____________________地址：____________________联系人：____________________联系电话：____________________电子邮箱：____________________鉴于：1. 甲方有意向购买乙方提供的以下商品（以下简称“商品”）： - 商品名称：____________________- 商品规格：____________________- 商品数量：____________________- 商品单价：____________________- 总金额：____________________2. 乙方同意向甲方出售上述商品，并达成如下协议：第一条商品信息1.1 商品名称、规格、数量、单价及总金额如上所述。

1.2 乙方保证所提供的商品符合国际标准，且在交货时无任何瑕疵。

第二条交货条款2.1 乙方应在合同签订后____个工作日内，将商品运至甲方指定的以下地点：- 交货地点：____________________- 交货方式：____________________2.2 乙方应确保商品在交货时符合合同规定的质量标准。

第三条付款条款3.1 甲方应在商品交付后____个工作日内，按照以下方式进行付款：- 付款方式：____________________- 付款金额：____________________3.2 甲方有权在商品验收合格后进行付款。

第四条验收条款4.1 甲方应在商品到达后____个工作日内进行验收。

经销中英文协议

经销中英文协议中英文经销协议本经销协议（以下简称“协议”）是由以下双方（以下简称“甲方”和“乙方”）共同订立的。

甲方：公司名称：_______________地址：________________联系人：________________电话：________________电子邮件：______________乙方：公司名称：_______________地址：________________联系人：________________电话：________________电子邮件：______________一、协议目的本协议的目的是确立甲方授予乙方在英国地区销售其产品的权利，并明确双方之间的权利和义务。

二、产品描述甲方的产品及相关信息已在以下附件中详细列出。

甲方将向乙方提供必要的培训和支持，以便乙方能够有效销售和推广甲方的产品。

三、经销权利和义务1. 甲方授权乙方作为其产品的独家经销商，在英国地区开展销售和推广活动。

2. 乙方负责在英国地区市场调研、建立销售网络、协调市场推广和提供售后服务等工作。

3. 乙方应按照甲方的价格政策进行产品销售，并返还给甲方约定的销售佣金。

4. 乙方应严格遵守甲方的销售政策和品牌形象，不得采取任何未经甲方批准的销售或营销手段。

四、销售佣金和付款条件1. 乙方销售甲方产品所得的销售佣金为约定销售金额的百分比。

具体佣金比例见附件。

2. 乙方应每月向甲方提供销售报告，并根据报告计算并支付销售佣金。

3. 甲方将于每月月初向乙方提供销售佣金结算报告，乙方应在收到报告后的10个工作日内支付相应的销售佣金。

五、保密条款1. 双方同意在协议期间和协议终止后继续保持对彼此的商业和技术秘密的保密，并且不得向任何第三方泄露。

2. 乙方不得使用甲方的商业和技术秘密从事竞争性行为，否则将承担法律责任。

六、协议终止1. 本协议的有效期为______年，自双方签署之日起生效。

协议到期前60天，任何一方都有权提前书面通知对方终止协议。

中英文国外销售代理协议

AGENCY AGREEMENT This AGENCY AGREEMENT dated------date of------2010,made between: Global Fiber a Private company based in China represented by……………(Herein after called the Company)本代理协议日期------月------ 2010年由：Global Fiber一家在中国的私人公司，任命... ... ... ... ... 为代表（以下简称公司）电话：M/S IMPEX DISTRIBUTORS PO BOX: 24106 Douala Cameroon Tel: 00 237 77 85 30 99 (hereinafter called the Agent).Represented by Mr Ernest Lenteu,General Manager.下面简称代理商In Consideration of mutual covenants & Promises contained herein, the parties agree as follows: 在共同约定与承诺的基础上，双方同意如下：Article 1: APPOINTMENT: The Company hereby appoints the Agent hereby accept the right to act as sales Agent to solicit order subject to the terms and conditions set for company. The Purpose of this appointment is to develop & maintain substantial volume of business for company. Agent agrees it is an independent contractor and it does not have or shall it hold itself out as having any right, power or Authority to enter into any contract or obligation either expressed or implied in the name of or on behalf of company or to pledge their credit or to extend credit in company name. 第1条：任命：本公司兹任命代理商以下权利：担当销售代理，在公司条款及规定的条件下寻求订单。

独家经销协议(中英文)

独家经销协议(中英文)独家经销协议 (Exclusive Distribution Agreement)本协议由下列双方签署：甲方： [公司名称]地址：[地址]电话：[电话]法定代表人：[法定代表人]乙方：[公司名称]地址：[地址]电话：[电话]法定代表人：[法定代表人]鉴于甲方作为产品的制造商，拥有销售和分销产品的权利，鉴于乙方在销售和分销领域具有丰富的经验和资源，甲、乙双方决定达成以下协议：1. 定义1.1 “产品”指甲方所制造的具体产品。

1.2 “独家经销权”指乙方作为甲方产品的唯一经销商，享有在指定地区内独家销售和分销产品的权利。

1.3 “指定地区”指乙方在本协议中被授予独家销售和分销产品的特定地理区域。

2. 权利和义务2.1 甲方同意授予乙方在指定地区内的独家经销权，乙方同意成为甲方产品的唯一经销商。

2.2 乙方有责任积极推广和销售甲方产品，通过市场营销和广告宣传提高产品的知名度和销量。

2.3 乙方有义务定期向甲方提供产品销售情况的报告和销售计划。

2.4 甲方有义务不向其他经销商出售产品或在指定地区内进行直销活动，除非乙方同意或本协议终止。

2.5 双方同意保持商业机密和竞争对手信息的保密，并采取适当措施保证其保密性。

3. 终止3.1 本协议的有效期为 ___ 年，自协议签署之日起算。

协议到期前的 30 天内，乙方和甲方都有权选择是否续签协议。

3.2 如果一方违反本协议的任何条款，并且未能在接到对方的通知后进行修正，在发生此类违规行为后，对方有权立即终止本协议。

3.3 协议终止后，双方都应终止使用对方商标和其他知识产权，并按照本协议约定的期限处理库存。

本协议已由双方充分审阅并理解，并同意按照协议条款执行。

甲方：签署日期：乙方：签署日期：。

海外市场独家经销协议-英文版

EXCLUSIVITY DISTRIBUTORAGREEMENT1. DEFINITION1.1Worldwide Agent:指外贸公司（代理工厂全球市场）1.2Distributor:国外客户（国家或者地区）独家经销商1.3Manufacturer:工厂1.4Commodities:产品1.5Territories:独家经销地区1.6Customers:产品的分销商或者最终用户1.7Agreement:The Agreement drawn hereby between the AGENT and theDISTRIBUTOR and the MANUFACTURER, hereinafter refersto as the AGREEMENT.2.ASSIGNMENT2.1The AGENT hereby agrees to grant the sole distributorship of theCOMMODITIES to the DISTRIBUTOR in the Territories for aperiod stipulated in Section 4.2.2The DISTRIBUTOR has the exclusive right to sell theCommodities within the TERRITORIES.3.TERMS AND CONDITIONS3.1The DISTRIBUTOR shall exclusively distribute ZXMCO madeCOMMODITIES. It cannot sell other China made brands ofmotorcycles, mopeds, scooters, ATV, and tricycles without anyapproval from the AGENT.3.2The AGENT and the MANUFACTURER shall not sell, deliver,or distribute the COMMODITIES to other entities orpersonalities in the Morocco.3.3The DISTRIBUTOR shall do his best effort to distribute theCOMMODITIES.3.4The DISTRIBUTOR shall from time to time endeavor enoughmarketing and advertisement to promote the COMMODITIES inthe Territories.3.5The DISTRIBUTOR shall build up the dealer network andestablish or appoint Service Center in different areas to providewarranty service for the Commodities sold to Customers in orderto guarantee the Customer satisfaction of the after sales services.Dealer networks shall be built up as follows:CITY 2004 2005Total:3.6The AGENT and MANUFACTURER shall supply at their owndiscretion 2% spare parts of the Commodities to theDISTRIBUTOR for warranty services. The DISTRIBUTORshall keep adequate non-warranty services related spare parts toensure customers’ satisfaction on the afte r sales service.3.7The DISTRIBUTOR shall warrant the Commodities undernormal wear and tear, 10,000 km. or 1 year from the date of salesto Customer, whichever comes first. Should a majormanufacturing quality problem occur, DISTRIBUTOR shallinform the AGENT immediately for remedy action which will beat the expenses of MANUFACTURER and AGENT.3.8The MANUFACTURER and AGENT shall supply parts when theDISTRIBUTOR places the order.3.9The MANUFACTURER and AGENT shall train the salesmenand technical persons at the expenses, and provide the technicalsupport for the future development.3.10The DISTRIBUTOR shall report to the AGENT the inventorystatus of motorcycle and spare parts every month or at the requestof the AGENT and MANUFACTURER for the COMMODITIESand parts.3.11The DISTRIBUTOR shall update the AGENT any information oncompetitors, policies, laws, regulations, taxes, duties and othermatters that will affect the distribution and sales of theCOMMODITIES.3.12The AGENT and MANUFACTURER shall indemnify theDIST RIBUTOR with respect to Customer’s claims on warrantyof parts and COMMODITIES.3.13The AGENT and MANUFACTURER disclaim all otherwarranties including, without limitation, the implied warranty ofmerchantability.3.14The AGENT and the MANUFACTURER shall not be liable atany time for any consequential, incidental, direct or indirectdamages taken place in the TERRITORIES.4.V ALIDITY AND RENEWAL OF AGREEMENT4.1This Agreement hereby drawn between the AGENT and theDISTRIBUTOR will be valid for a period or until such time bothparties agree to terminate such agreement. This AGREEMENTis valid from the date of this agreement till December 2005 andrenewable annually subject to the condition that DISTRIBUTORcan achieve the yearly target listed below that is set mutually bythe DISTRIBUTOR and the AGENT:Min. Total 产品名称Jan. – Dec. 2004 1,100 unitsJan. – Dec. 2005 1,500 units4.2The Terms and Conditions will be updated when necessary toaccommodate the sales and distribution of the Commodities.5.TERMINATION OF AGREEMENT5.1Either the AGENT or the DISTRIBUTOR can terminate theAgreement upon prior six (6) months written notice given to theother party subject to condition of clause 5.2.5.2The AGENT can terminate the AGREEMENT whenDISTRIBUTOR violated any of the terms and conditions set inthis Agreement. However, prior to termination, AGENT shallnotify in writing the terms and conditions violated by theDISTRIBUTOR, and the latter be given the opportunity toexplain and rectify it.5.3AGENT and DISTRIBUTOR expressly agree that anycontroversy or claim arising out of, in connection with, orrelating to this Contract or the interpretation, performance orbreach thereof, shall be submitted for arbitration in Chinaapplying China law. For this purpose, the Parties recognize thatthis Agreement is deemed to have been made in China.5.4The Agreement will automatically be terminated if theDISTRIBUTOR is insolvent.6. ASSIGNMENT AND ACCEPTANCE OF AGREEMENTBoth the AGENT and the DISTRIBUTOR hereby agree to accept the above terms and conditions herein stated in this Agreement.AGENT: DISTRIBUTOR:Date:____________________ Date:___________________。

独家经销协议(中英文)3篇

独家经销协议(中英文)3篇篇1本协议于XXXX年XX月XX日签署，由以下两方共同达成：经销方：（以下简称“甲方”）公司名称：_____________________________注册地址：_____________________________法定代表人：_____________________________联系方式：_____________________________电子邮箱：_____________________________经销商号：（以下简称“乙方”）_______________。

地址为_____________注册的经营酒类及相关产品之商人。

甲乙双方本着互惠互利的良好合作意愿以及维护正常合法的酒类经销市场秩序为原则的前提下达成以下协议。

双方在平等自愿的基础上，经充分协商，特订立本协议，以明确双方的权利义务关系，共同遵照履行。

现协议具体内容如下：独家经销协议中英文版如下：Exclusive Distribution AgreementThis Agreement is made and entered into on (Date), by and between the following two parties:Distributor: (hereinafter referred to as "Party A")Company Name: _________________________________Registered Address: _________________________________Legal Representative: _________________________________Contact Information: _________________________________Email: _________________________________篇2本协议于XXXX年XX月XX日签署，由以下两方共同达成：经销方：（以下简称“甲方”）公司名称：___________________________地址：___________________________法定代表人：___________________________联系方式：___________________________电子邮箱：___________________________业务范围：【请根据实际情况填写甲方的业务类型和经营范围】注册地址：【填写注册地址】税务登记号：【填写税务登记号】营业执照注册号：【填写营业执照注册号】电话：【填写联系电话】传真：【填写传真号码】邮编：【填写邮编】网址：【填写网址】联系人：【填写联系人姓名】等。

国际销售独家代理合同协议(中英文对照)

国际销售独家代理合同协议（中英文对照）EXCLUSIVE?AGENCY?AGREEMENT本协议系于______年______月______日，由当事人一方A、B、C公司按中国法律组建并存在的公司，其主营业地在_______(以下简称卖方)与他方当事人X、?Y、?Z公司，按______国法律组建并存在的公司，其主营业地在______(以下简称代理商)所签订。

This?Agreement?is?made?and?entered?into?this?_____?day?of?_____?,19?-?by?and?b etween?A.B.C.Co.Ltd.?a?corporation?duly?organized?and?existing?under?the?laws? of?Peoples?Republic?of?China,with?its?principal?place?of?business?at?____?(her einafter?called?Seller)?and?X.Y.Z.Co.Ltd.?a?corporation?duly?organized?and?exi sting?under?the?laws?of?____,with?its?principal?of?business?at?____(hereinafte r?called?Agent).?双方一致同意约定如下：Whereby?it?is?mutual?agreed?as?follows:第一条?委任与接受Article?1.?Appointment在本协议有效期内，卖方指定代理商为本协议第四条项下商品的独家代理商，在第三条所规定的区域内招揽顾客的订单。

代理商同意并接受上述委任。

During?the?effective?period?of?this?Agreement.?Seller?hereby?appoints?Agent?as ?its?exclusive?agent?to?solicit?orders?for?products?stipulated?in?Article?4?fr om?customers?in?the?territory?stipulated?in?Article?3?and?Agent?accepts?and?as sumes?such?appointment.第二条?代理商的义务Article?2.?Agents?Duty代理商应严格遵守卖方随时给予的任何指令，而且不得代表卖方作出任何担保、承诺以及订立契约、合同或作其他对卖方有约束力的行为。

独家经销协议(中英文)5篇

独家经销协议(中英文)5篇篇1本协议于XXXX年XX月XX日在_________(地点)由以下双方签订：甲方：（以下简称“供应商”）乙方：（以下简称“经销商”）鉴于甲乙双方同意建立独家经销关系，双方本着诚实守信、合作共赢的原则，经友好协商，达成如下协议：一、协议目的双方同意建立独家经销关系，甲方授权乙方在指定区域内独家销售甲方产品，乙方同意接受甲方的授权并按照本协议规定的条款和条件进行销售活动。

二、经销产品本协议涉及的产品为甲方的_________产品，包括但不限于其附属品及配件。

产品的详细信息见附件。

三、经销区域乙方独家经销的区域为____________。

未经甲方书面同意，乙方不得在指定区域外进行销售活动。

四、经销期限本协议的独家经销期限为____年，自____年____月____日起至____年____月____日止。

协议期满，如双方继续合作，应重新签订协议。

五、甲方的权利与义务1. 甲方有权监督乙方的销售活动，确保乙方按照本协议规定的条款和条件进行销售。

2. 甲方有权保护其知识产权，包括专利、商标、版权等。

乙方不得侵犯甲方的知识产权。

3. 甲方应按照本协议约定向乙方提供足够的产品及必要的技术支持。

4. 甲方应根据市场需求，及时调整产品策略，确保产品的市场竞争力。

六、乙方的权利与义务1. 乙方有权在指定区域内独家销售甲方产品。

2. 乙方应遵守甲方的销售政策，按照甲方规定的价格进行销售。

3. 乙方应保护甲方的知识产权，不得侵犯甲方的商标、专利等知识产权。

4. 乙方应按照甲方的要求，定期提供销售报告及市场分析报告。

5. 乙方应尽力推广甲方产品，提高甲方产品在指定区域的市场份额。

七、保密条款双方应对本协议内容以及在本协议执行过程中获知的对方商业秘密、技术秘密等信息予以保密。

未经对方书面同意，不得向第三方泄露。

八、违约责任如任一方违反本协议的任何条款，均应承担违约责任。

违约方应赔偿对方因此遭受的实际损失。

独家经销协议(英文)

独家经销协议（英文）独家经销协议（英文）APPOINTMENT OF EXCLUSIVE DISTRIBUTOR AGREEMENTDated 08th January 20021 Parties(1) (name of principal) whose registered office is in the PR of China at the address …. ('the Principal')(2) (name of principal’s agent) whose registered office in the PR of China at the address …. ('the Principal’s agent')2 Recitals2.1 The Principal manufactures goods including the Products2.2 The Principal’s agent trades with the Products of the Principal2.3 The Distributor wishes to sell the Products in the Territory3 DefinitionsThe following terms shall have the following meanings:3.1 'Business': the promotion and sale ofthe Products by the Distributor and all matters related3.2 'Commencement Date': the date set out at the head of this Agreement3.3 'Conditions': the provisions contained in clauses [5] to [9] which shall be incorporated into this Agreement in their entirety3.4 'Consignment': each shipment of Products made by the Principal and/or the Principal’s agent in response to an order placed in accordance with the terms of this Agreement by the Distributor3.5 'Currency': US Dollars3.6 'Documents': the documents which must be presented in order to obtain payment under the respective sales contract pursuant to which a documentary credit is opened3.7 'Expiry Date': within 2 [two] years after Commencement Date unless extended as per clause [5.6] of this Agreement3.8 Trade Name: (insert details)3.9 'Minimum Annual Performance': sales of the Products in each year of the Term 3.10 'Products': the products briefly described in Schedule 13.11 'Rights': the sole and exclusive right of the Distributor to carry on:3.11.1 the Business3.11.2 for the Term3.11.3 in the Territory3.12 'Term': the period starting on the Commencement Date and ending on the Expiry Date unless earlier determined as provided in this Agreement3.13 'Territory': the territory of the State of Israel4 Grant and reservations4.1 The Principal grants to the Distributor the Rights4.2 The Principal agrees not to appoint any other person to act as its distributor of the Products in the Territory during the Term 4.3 Without prejudice to the remainingprovisions of this Agreement the Principal reserves the right to vary the Price of the Products subject current market prices at the time of receiving an order from the DistributorCONDITIONS5 Principal's obligationsThe Principal agrees with the Distributor throughout the Term:5.1 Sole and exclusive distributor Neither itself nor through any agent or other distributor lawfully acting for it directly or indirectly to infringe the Rights5.2 Support and informationTo support the Distributor in its efforts to promote the Business and sales of the Products and in particular at its own expense5.2.1 to supply trial samples of the Products upon request from the Distributor 5.2.2 to provide and promptly updateinformation about the Products5.3 IndemnityTo indemnify and keep indemnified the Distributor from and against any and all loss damage or liability whether criminal or civil suffered and legal fees and costs incurred by the Distributor in the course of conducting the Business and resulting from: 5.3.1 any act, neglect or default of the Principal, the Principal’s agent or their agents, employees, licensees or customers 5.3.2 any successful claim by any third party alleging libel or slander in respect of any matter arising from the supply of the Products or the conduct of the Business in the Territory provided that such liability has not been incurred by the Distributor through any default in carrying out the terms of this Agreement5.4 Delivery of ProductsSubject to availability to supply to the Distributor or the customers of theDistributor in the Territory the Products in accordance with orders received from the Distributor which:5.4.1 comply in all respects with relevant governmental or other regulations in the Territory5.4.2 are of merchantable quality5.4.3 conform to sample and specification limits5.4.4 are at prices notified to the Distributor by the Principal on a case to case basis5.4.5 are delivered with all reasonable dispatch as provided in the specific sales contract5.5 Extension of TermTo extend the Term for one further period of two years without break in continuity provided that the Distributor:5.5.1 has properly observed and performed its obligations under this Agreement throughout the Term5.5.2 serves a notice on the Principal requiring such extension not later than 30 days before the Expiry Date5.5.3 accepts that the terms of this Agreement shall apply to any extension of the Term under this clause5.6 Extension of Territory5.6.1 To give to the Distributor not less than 60 days' written prior notice of the Principal's intention to appoint any person other than the Distributor and of the terms of such appointment:5.6.1.1 to sell the Products or goods similar to the Products5.6.1.2 in any places adjoining the perimeter of the Territory5.6.2 Such notice may be treated by the Distributor as an offer of an equivalent appointment and before its expiry the Distributor may give written notice to the Principal that it will take up such appointment on such terms5.6.3 Not to offer to any other person terms more favourable than those contained in the notice within 90 days of the expiry of the notice5.7 Extension of ProductsTo add to the Products the goods regularly produced by the Principal and/or traded by the Principal’s agent provided that the Distributor:5.7.1 has properly observed and performed its obligations under this Agreement so far 5.7.2 has achieved the Minimum Annual Performance so far5.7.3 executes an annex to this Agreement in respect of the addition5.8 No assignmentNot to assign the benefit of this Agreement without the prior consent of the Distributor 6 Distributor's obligations The Distributor agrees with the Principal throughout the Term:6.1 DiligenceAt all times to work diligently to protect and promote the interests of the Principal 6.2 Exclusive agency and territoryNot without the previous consent in writing of the Principal to be concerned or interested either directly or indirectly in the supply of any goods in the Territory which are similar to or competitive with the Products6.3 Diligently to promoteAt all times diligently to promote and procure sales of the Products throughout the Territory and in particular to achieve the Minimum Annual Performance by appropriate means including:6.3.1 personal visits to and correspondence with such purchasers6.3.2 advertising and distribution of publicity matter subject however to the specific prior approval in writing in all cases by the Principal of the form and extent of such advertising and publicity matter6.4 Good faithIn all matters to act loyally and faithfully toward the Principal6.5 Compliance6.5.1 To conduct the Business in an orderly and businesslike manner6.5.2 To comply in the conduct of the Business with all laws and bylaws of a governmental nature applicable to the Business6.6 DisclosureOn entering into this or any other agreement or transaction with the Principal during the Term or any continuation of it to make full disclosure of all material circumstances and of everything known to it respecting the subject matter of the relevant conduct or transaction which would be likely to influence the conduct of the Principal. 6.7 Pass on information6.7.1 To refer to the Principal any inquiries from prospective customers orother leads outside the Territory6.7.2 To supply to the Principal information which may come into its possession which may assist the Principal to effect sales or other dealings for the Business or in the Products outside the Territory6.8 Secrecy6.8.1 Not at any time during or after the Term to divulge or allow to be divulged to any person any confidential information relating to the goods, business or affairs of the Principal other than to persons who have signed a secrecy undertaking in the form approved by the Principal 6.8.2 Not to permit any person to act or assist in the Business until such person has signed such undertaking6.9 DisputesIn the event of any dispute arising between the Distributor and a customer or prospective customer, forthwith to inform the Principal and provide the Principal withdetails of the circumstances of the dispute.6.10 NoticeTo comply with the terms of any Default Notice as defined in clause [8.2] specifying a breach of the provisions of this Agreement and requiring the breach to be remedied so far as it may be but nothing in this clause is intended to require the Principal to serve notice of any breach before taking action in respect of it6.11 Sub-distributors6.11.1 To appoint sub-distributors6.11.2 To be responsible for the activities of any properly appointed sub-distributors 6.12 Assignment6.12.1 Not to assign charge or otherwise deal with this Agreement in any way without the consent of the Principal6.12.2 In the case of an intended assignment by the Distributor such consent shall not be unreasonably withheld subject that the proposed assignee shall agree directly withthe Principal to be bound by the terms of this Agreement6.13 Grant backIf at any time during the Term the Distributor makes or discovers any improvements to the Business and/or the marketing of the Products forthwith to provide the Principal with all necessary details.6.14 Prompt paymentTo pay promptly all sums due to the Principal in respect of the supply by the Principal to the Distributor of the Products.6.15 IndemnityTo indemnify and keep indemnified the Principal from and against any and all loss damage or liability (whether criminal or civil) suffered by the Principal resulting from a breach of this Agreement by the Distributor including any act, neglect or default of the Distributor's agents, employees, licensees or customers.6.16 Pay expensesTo pay all expenses of and incidental to the carrying on of the Business6.17 No warrantiesNot to make any representations to customers or to give any warranties other than those contained in any standard terms and conditions laid down by the Principal from time to time6.18 Act as principalIn all correspondence and other dealings relating directly or indirectly to the sale or other dispositions of the Products clearly to indicate that it is acting as principal7 TerminationThis Agreement shall terminate:7.1 TimeOn the Expiry Date or pursuant to clause [5.6] of this Agreement7.2 Low ordersIn the event that the Minimum AnnualPerformance is not achieved at any time subject to clause [8.2] of this Agreement.7.3 Fundamental breachOn the occurrence of any of the following events which are fundamental breaches of this Agreement:7.3.1 failure to comply with the terms of any Default Notice as defined in clause [8.2] within the time stipulated7.3.2 infringement of the Rights7.3.3 unfair price quotation from the Principal and/or the Principal’s agent 7.4 InsolvencyIf the Distributor goes into liquidation either compulsory or voluntary (save for the purpose of reconstruction or amalgamation) or if a receiver is appointed in respect of the whole or any part of its assets or if the Distributor makes an assignment for the benefit of or composition with its creditors generally or threatens to do any of these things or any judgment is made against theDistributor or any similar occurrence under any jurisdiction affects the Distributor 8 Termination consequences8.1. Compensation for termination8.1.1 In case of termination of this Agreement pursuant to clause 7.3.2 the Distributor shall be entitled to receive compensation amounting to $ 500 000 [five hundred thousand US Dollars]8.1.2 The compensation shall be paid to the Distributor not later than 15 days after the date of termination8.2 Default noticeIn the event of a breach by any party of any of the provisions of this Agreement other than a fundamental breach specified in Clause [7.3] the other party may serve notice requiring the breach to be remedied within a reasonable time stipulated in that notice but nothing in this clause shall require the party to serve notice of any breach before taking action in respect of it8.3 Existing rightsThe expiry or termination of this Agreement shall be without prejudice to any rights, which have already accrued, to either of the parties under this Agreement9 Miscellaneous9.1 WarrantyEach of the parties warrants its power to enter into this Agreement and has obtained all necessary approvals to do so9.2 The Distributor warrants that it is not at the time of entering into this Agreement insolvent and knows of no circumstance which would entitle any creditor to appoint a receiver or to petition for winding up or to exercise any other rights over or against its assets9.3 Force majeureBoth parties will be released from their respective obligations in the event of national emergency, war, prohibitive governmental regulations or if any othercause beyond the reasonable control of the parties renders performance of the Agreement impossible.9.4 SeveranceIn the event that any provision of this Agreement is declared by any judicial or other competent authority to be void, voidable, illegal or otherwise unenforceable the parties shall amend that provision in such reasonable manner as achieves the intention of the parties without illegality or the remaining provisions of this Agreement shall remain in full force and effect unless each of the parties at its own discretion decides that the effect of such declaration is to defeat the original intention of the parties in which event the said party shall be entitled to terminate this Agreement by 60 days' notice to the other parties and the provisions of clause [8] shall apply accordingly9.5 Whole agreementThe Distributor acknowledges that this Agreement contains the whole agreement between the parties and it has not relied upon any oral or written representations made to it by the Principal, the Principal’s agent or their employees or agents and has made its own independent investigations into all matters relevant to the Business9.6 Supersedes prior agreementsThis Agreement supersedes any prior agreement between the parties whether written or oral and any such prior agreements are cancelled as at the Commencement Date but without prejudice to any rights which have already accrued to either of the parties 9.7 Change of address Each of the parties shall give notice to the other of change or acquisition of any address or telephone telex or similar number as soon as practicable and in any eventwithin 48 hours of such change or acquisition9.8 NoticesAny notice to be served on either of the parties by the other shall be sent by prepaid recorded delivery or registered post or by telex or by electronic mail and shall be deemed to have been received by the addressee within 72 hours of posting or 24 hours if sent by telex or by electronic mail to the correct telex number (with correct answerback) or correct electronic mail number of the addressee9.9 Joint and severalAll agreements on the part of either of the parties which comprises more than one person or entity shall be joint and several and the neuter singular gender throughout this Agreement shall include all genders and the plural and the successors in title to the parties9.10 No partnershipThe parties are not partners or joint venturers nor is the Distributor able to act as agent of the Principal save as authorised by this Agreement9.11 Proper law and jurisdiction9.11.1 This Agreement shall be governed by the substantive law of the Republic of Bulgaria in every particular including formation and interpretation and shall be deemed to have been made in Bulgaria9.11.2 Any disputes from this agreement or concerning disputes arising from or concerning its interpretation, invalidity, non-performance or termination, as well as disputes filling gaps in the agreement or its adaptation to newly arisen circumstances, shall be settled by the Arbitration Court at ……Chamber of Commerce and Industry in accordance with its Rules for Cases Based on Arbitration Agreements.9.11.3 The Arbitration Court shall consistof five arbitrators –one nominated by the Principal, one nominated by the Principal’s agent, one nominated by the Distributor and two to be elected by the three nominee arbitrators unanimously.9.11.4 The language of the Arbitration proceedings shall be English.9.11.5 Any notice of proceedings or other notices in connection with or which would give effect to any such proceedings may without prejudice to any other method of service be served on any party in accordance with clause [9.12]9.11.6 The decision of the Arbitration Court shall be final and binding upon the parties.9.11.7 The expenses for the arbitration shall be borne by the losing party and in case of joint liability shall be evenly distributed among the parties.9.12 Survival of termsNo term shall survive expiry or termination of this Agreement unless expressly provided9.13 WaiverThe failure by the Principal to enforce at any time or for any period any one or more of the terms or conditions of this Agreement shall not be a waiver of them or of the right at any time subsequently to enforce all terms and conditions of this Agreement 9.14 CostsEach of the parties shall pay the costs and expenses incurred by it in connection with this Agreement unless otherwise expressly provided in this Agreement.9.15 Acceptance and delivery9.15.1 AcceptanceOrders shall be regarded as provisionally accepted to the extent notified in writing by the Principal, whereas such acceptance shall not be unreasonably withheld9.15.2 Shipping datesShipping dates and estimates of time of arrival shall be the last available or known to the Principal and shall not be of theessence of this Agreement9.15.3 CarriageThe Principal shall as agent for the Distributor if requested contract on the usual terms for the carriage of the Consignment to its destination which may be the Territory by the usual route for such destination by a suitable means of transportation whether by land, sea or air or if necessary a combination of land sea and air and the Principal shall pay freight charges if obliged to as per the terms of the specific sales contract.9.15.4 InsuranceThe Principal as agent for the Distributor if requested shall effect in transferable form a policy of insurance against the risks involved in transporting the Consignment to its destination 9.15.5 Certificates of origin and other documentation9.15.5.1 The Principal shall at its own expense obtain for the Distributor anycertificates of origin, consular invoices or other documents the Distributor may require9.15.5.2 The Principal shall render to the Distributor at the latter's request, risk and expense every assistance in obtaining any documents other than those mentioned in clause [9.15.5.1] which the Distributor may require for the importation of the Consignment into the country of destination (and where necessary its passage in transit through another country)9.15.5.3 It shall be the Principal's agent responsibility to obtain any necessary licence for the export of the Consignment to the country of destination9.16 Packing for delivery and risk in transit9.16.1 Unless otherwise requested the Principal shall pack the Consignment in a manner reasonably suitable for safe transportation to the Territory9.16.2 The Principal and/or the Principal’s agent shall at the request of the Distributor pack any Consignment in any special way reasonably required for delivery to any destination within the Territory designated by the Distributor and shall arrange freight and insurance to such destination as agent for the Distributor 9.17 Defective Consignment9.17.1 If the Distributor notifies the Principal of any defect in a Consignment upon arrival the Principal shall be entitled to take all necessary steps to ascertain the cause of the defect and in the event that the Principal shall determine that the defects are inherent or due to loss or damage occurring before the risk of loss or damage passed to the Distributor the Distributor will co-operate with the Principal in taking whatever steps are necessary to bring the Consignment up to specification9.17.2 Each Consignment of the Products,which the Principal shall make, shall be regarded as a separate contract of sale and no single default in a Consignment shall give grounds for termination by the Distributor 10 CounterpartsThis agreement may be executed in any number of counterparts and all of such counterparts taken together shall be deemed to constitute one and the same instrument.IN WITNESS whereof the parties hereto have caused this agreement to be duly executed on the date written above.Executed as a deed (but not delivered until the date hereof) and the common seal of ……. Ltd., PR of China affixed in the presence of: ......................................, DirectorExecuted as a deed (but not delivered until the date hereof) and the common seal of ……. Ltd., PR of China affixed in the presence of: ......................................, DirectorSigned as a deed and Delivered (but not until the date hereof) and the common seal of in the presence of: ......................................。

海外销售合同中英文模板

合同编号：________签订日期：________卖方（以下简称“甲方”）：名称：____________________地址：____________________联系方式：____________________买方（以下简称“乙方”）：名称：____________________地址：____________________联系方式：____________________鉴于甲方愿意向乙方出售以下商品，乙方愿意购买，双方经友好协商，达成如下协议：第一条商品描述1.1 商品名称：____________________1.2 商品规格：____________________1.3 商品数量：____________________1.4 商品单价：____________________1.5 商品总价：____________________第二条交货条款2.1 交货地点：____________________2.2 交货时间：____________________2.3 交货方式：____________________2.4 甲方应在交货前向乙方提供完整的货物清单及质量检验报告。

第三条付款条款3.1 付款方式：____________________3.2 付款时间：____________________3.3 乙方应在收到甲方提供的发票后____个工作日内支付全部货款。

第四条质量保证4.1 甲方保证所售商品符合双方约定的规格和质量标准。

4.2 质量保证期限为：自商品交付之日起____个月。

4.3 如商品在质量保证期内出现质量问题，甲方应负责免费更换或修理。

第五条不可抗力5.1 因不可抗力（如自然灾害、战争、政府行为等）导致合同无法履行时，双方互不承担责任。

5.2 发生不可抗力事件的一方应及时通知对方，并提供相关证明。

第六条争议解决6.1 双方在履行合同过程中发生的争议，应首先通过友好协商解决。

海外销售合同中英文模板

C O N T R A C T合同Contract No:合同号:Date and Place:日期和地点:The Buyer:（ COMPANY NAME）买方：（公司名称）Add:（COMPANY’S ADDRESS）地址：（公司地址）TEL: FAX: .The Seller:卖方：Add:地址：TEL: FAX:This Contract is made by and between the Buyers and the Sellers, whereby the Buyers agree to buy and the Sellers agree to sell the under-mentioned commodity according to the terms and conditions stipulated below:此合同依据下述条款规定由买卖双方签定，买方同意购买并卖方同意出售下述商品。

midity and Price 商品名称和价格The trade terms (FOB/ CFR/FCA/CIP /CPT/CIF etc.) in the Contract shall be subject to "the International Rules for the Interpretation of Trade Terms" (INCOTERMS2000) provide for by the International Chamber of Commerce (ICC) unless otherwise stipulated herein.除非另有规定,本合同中的FOB/CFR/FCA/CIP/CPT/CIF等贸易术语均应遵照国际商会制定的<<国际贸易术语解释通则>>(INCOTERMS 2000)的规定.2. COUNTRY OF ORIGIN原产地: .(e.g. USA 美国/ Hungary 匈牙利/Ireland 爱尔兰)3. PACKING包装To be packed in strong new wooden cases or cartons or in container(s), suitable for long distance air /ocean freight transportation and change of climate, well protected against moisture and shocks. The Sellers shall be liable for any damage of the commodity and expenses incurred on account of improter packing and for any rust attributable to inadequate or improper protective measures taken by the Sellers in regard to the packing.用牢固的适于长途空运/海运的全新纸箱或木箱或集装箱包装，卖方对所有因不适当的包装而引起的锈蚀及损坏而负责任。