EXCLUSIVE DISTRIBUTORSHIP AGREEMENT(独家经销权协议中英文版)
独家代理协议 中英文
独家代理协议中英文协议名称：独家代理协议Exclusive Agency Agreement本协议（以下简称“协议”）由以下双方（以下简称“甲方”和“乙方”）于日期签订：甲方：名称：________________________地址：________________________法定代表人：________________________联系人：________________________电话：________________________电子邮件：________________________乙方：名称：________________________地址：________________________法定代表人：________________________联系人：________________________电话：________________________电子邮件：________________________鉴于：1. 甲方拥有特定产品/服务的独家销售权；2. 乙方具备销售和推广产品/服务的能力和资源；3. 双方希望建立互惠互利的合作关系。
基于上述背景，双方达成以下协议：第一条定义1.1 “产品/服务”指甲方在本协议项下由乙方独家代理销售的特定产品/服务。
第二条独家代理权2.1 甲方授予乙方在指定地区的独家代理权，乙方有权在该地区销售和推广甲方的产品/服务。
2.2 甲方同意不向其他代理商、分销商或经销商授予同样的独家代理权。
第三条代理范围3.1 乙方有权在指定地区以适当的方式销售和推广甲方的产品/服务，包括但不限于直接销售、市场推广、广告宣传等。
3.2 乙方应根据市场需求和甲方要求，制定并执行销售和推广计划，并向甲方提供相关报告。
第四条价格和付款方式4.1 产品/服务的价格由甲方和乙方协商确定，并以书面形式确认。
4.2 乙方应按约定价格向甲方采购产品/服务，并按约定方式和期限支付款项。
独家经销协议英文精编
独家经销协议英文精编 Document number：WTT-LKK-GBB-08921-EIGG-22986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 RecitalsThe Principal manufactures goods including the ProductsThe Princi pal’s agent trades with the Products of the PrincipalThe Distributor wishes to sell the Products in the Territory3 DefinitionsThe following terms shall have the following meanings:'Business': the promotion and sale of the Products by the Distributor and all matters related'Commencement Date': the date set out at the head of this Agreement'Conditions': the provisions contained in clauses [5] to [9] which shall be incorporated into this Agreement in their entirety'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 Distributor'Currency': US Dollars'Documents': the documents which must be presented in order to obtain payment under the respective sales contract pursuant to which a documentary credit is opened'Expiry Date': within 2 [two] years after Commencement Date unless extended as per clause [] of this AgreementTrade Name: (insert details)'Minimum Annual Performance': sales of the Products in each year of the Term'Products': the products briefly described in Schedule 1'Rights': the sole and exclusive right of the Distributor to carry on:the Businessfor the Termin the Territory'Term': the period starting on the Commencement Date and ending on the Expiry Date unless earlier determined as provided in this Agreement'Territory': the territory of the State of Israel4 Grant and reservationsThe Principal grants to the Distributor the RightsThe Principal agrees not to appoint any other person to act as its distributor of the Products in the Territory during the TermWithout 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:Sole and exclusive distributorNeither itself nor through any agent or other distributor lawfully acting for it directly or indirectly to infringe the RightsSupport and informationTo support the Distributor in its efforts to promote the Business and sales of the Products and in particular at its own expenseto supply trial samples of the Products upon request from the Distributorto provide and promptly update information about the ProductsIndemnityTo indemnify and keep indemnified the Distributor from and against any and all loss damage orliability whether criminal or civil suffered and legal fees and costs incurred by the Distributor in the course of conducting the Business and resulting from:any act, neglect or default of the Principal, the Principal’s agent or their agents, employees, licensees or customersany 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 AgreementDelivery of ProductsSubject to availability to supply to theDistributor or the customers of the Distributor inthe Territory the Products in accordance with orders received from the Distributor which:comply in all respects with relevant governmental or other regulations in the Territoryare of merchantable qualityconform to sample and specification limitsare at prices notified to the Distributor by the Principal on a case to case basisare delivered with all reasonable dispatch as provided in the specific sales contractExtension of TermTo extend the Term for one further period of two years without break in continuity provided that the Distributor:has properly observed and performed itsobligations under this Agreement throughout the Termserves a notice on the Principal requiring such extension not later than 30 days before the Expiry Dateaccepts that the terms of this Agreement shall apply to any extension of the Term under this clauseExtension of TerritoryTo 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:to sell the Products or goods similar to the Productsin any places adjoining the perimeter of the TerritorySuch notice may be treated by the Distributor as an offer of an equivalent appointment and beforeits expiry the Distributor may give written notice to the Principal that it will take up such appointment on such termsNot to offer to any other person terms more favourable than those contained in the noticewithin 90 days of the expiry of the noticeExtension of ProductsTo add to the Products the goods regularly produced by the Principal and/or t raded by the Principal’s agent provided that the Distributor:has properly observed and performed itsobligations under this Agreement so farhas achieved the Minimum Annual Performance so farexecutes an annex to this Agreement in respect of the additionNo 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:DiligenceAt all times to work diligently to protect and promote the interests of the PrincipalExclusive 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 goodsin the Territory which are similar to or competitive with the ProductsDiligently 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:personal visits to and correspondence with such purchasersadvertising 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 matterGood faithIn all matters to act loyally and faithfully toward the PrincipalComplianceTo conduct the Business in an orderly and businesslike mannerTo comply in the conduct of the Business with all laws and bylaws of a governmental nature applicable to the BusinessDisclosureOn 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.Pass on informationTo refer to the Principal any inquiries from prospective customers or other leads outside the TerritoryTo 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 TerritorySecrecyNot 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 PrincipalNot to permit any person to act or assist in the Business until such person has signed such undertakingDisputesIn 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.NoticeTo comply with the terms of any Default Notice as defined in clause [] 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 itSub-distributorsTo appoint sub-distributorsTo be responsible for the activities of any properly appointed sub-distributorsAssignmentNot to assign charge or otherwise deal with this Agreement in any way without the consent of the PrincipalIn 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 AgreementGrant 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.Prompt paymentTo pay promptly all sums due to the Principal in respect of the supply by the Principal to the Distributor of the Products.IndemnityTo indemnify and keep indemnified the Principal from and against any and all loss damage orliability (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.Pay expensesTo pay all expenses of and incidental to the carrying on of the BusinessNo 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 timeAct 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:TimeOn the Expiry Date or pursuant to clause [] of this AgreementLow ordersIn the event that the Minimum Annual Performance is not achieved at any time subject to clause [] of this Agreement.Fundamental breachOn the occurrence of any of the following events which are fundamental breaches of this Agreement:failure to comply with the terms of any Default Notice as defined in clause [] within the time stipulatedinfringement of the Rightsunfair price quotation from the Principal and/or the Principal’s agentInsolvencyIf 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 ofits 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 consequences. Compensation for terminationIn case of termination of this Agreement pursuant to clause the Distributor shall be entitled to receive compensation amounting to $ 500 000 [five hundred thousand US Dollars]The compensation shall be paid to the Distributor not later than 15 days after the date of terminationDefault 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 [] the other party may serve notice requiring the breach to be remedied within a reasonable time stipulated inthat notice but nothing in this clause shallrequire the party to serve notice of any breach before taking action in respect of itExisting rightsThe expiry or termination of this Agreement shallbe without prejudice to any rights, which have already accrued, to either of the parties underthis Agreement9 MiscellaneousWarrantyEach of the parties warrants its power to enterinto this Agreement and has obtained all necessary approvals to do soThe Distributor warrants that it is not at thetime 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 assetsForce majeureBoth parties will be released from their respective obligations in the event of national emergency, war, prohibitive governmental regulations or if anyother cause beyond the reasonable control of the parties renders performance of the Agreement impossible.SeveranceIn the event that any provision of this Agreementis declared by any judicial or other competent authority to be void, voidable, illegal or otherwise unenforceable the parties shall amendthat 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 accordinglyWhole 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 intoall matters relevant to the BusinessSupersedes 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 partiesChange 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 acquisitionNoticesAny notice to be served on either of the parties by the other shall be sent by prepaid recordeddelivery 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 addresseeJoint and severalAll agreements on the part of either of the parties which comprises more than one person or entityshall 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 partiesNo 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 AgreementProper law and jurisdictionThis 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 BulgariaAny 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.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.The language of the Arbitration proceedings shall be English.Any notice of proceedings or other notices in connection with or which would give effect to anysuch proceedings may without prejudice to any other method of service be served on any party in accordance with clause []The decision of the Arbitration Court shall be final and binding upon the parties.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.Survival of termsNo term shall survive expiry or termination of this Agreement unless expressly providedWaiverThe 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 AgreementCostsEach of the parties shall pay the costs and expenses incurred by it in connection with this Agreement unless otherwise expressly provided in this Agreement.Acceptance and deliveryAcceptanceOrders shall be regarded as provisionally accepted to the extent notified in writing by the Principal,whereas such acceptance shall not be unreasonably withheldShipping 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 AgreementCarriageThe 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.InsuranceThe Principal as agent for the Distributor if requested shall effect in transferable form apolicy of insurance against the risks involved in transporting the Consignment to its destinationCertificates of origin and other documentationThe Principal shall at its own expense obtain for the Distributor any certificates of origin, consular invoices or other documents theDistributor may requireThe 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 [] 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)It shall be the Principal's agent responsibility to obtain any necessary licence for the export of the Consignment to the country of destinationPacking for delivery and risk in transitUnless otherwise requested the Principal shall pack the Consignment in a manner reasonablysuitable for safe transportation to the TerritoryThe 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 theTerritory designated by the Distributor and shall arrange freight and insurance to such destination as agent for the DistributorDefective ConsignmentIf 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 occurringbefore 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 specificationEach 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:......................................?。
独家代理协议中英文
Exclusive Agency Agreeme nt独家代理协议甲方(委托人)：Party A (Client):法定代表人：Legal Represe ntative:地址：电话：Address: Teleph one: 乙方(代理商)：Party B( Distributor):法定代表人：Legal Represe ntative:地址：电话：Address: Teleph one本协议系于 _____ 年 ______ 月______ 日，由当事人一方______ 公司按中国法律组建并存在的公司，其主营业地在________ , ________ （以下简称甲方）与他方当事人 ________ 公司，按—国法律组建并存在的公司，其主营业地在开罗（以下简称乙方）签订，经双方协商，订立以下条款，以资共同遵守。
This agreeme nt is made and en tered into this ___ day of ______ , by En tertai nmentTechno logy Co., Ltd, a corporatio n duly orga ni zed and exist ing un der the laws of peoples republic of china, with its prin cipal place of bus in ess at ___________ ( called Clie nt) and ____a corporati on duly orga ni zed and existi ng un der the laws of _ ,with its prin cipal of bus in ess at___ ( ). Through mutual discussi on, Party A and Party B have agreed the followi ng terms to be observed:第1条定义1. Defini tion1.1产品：本协议中所称产品”系指由甲方制造并以其商标销售的(游乐设备)和随时经双方以书面同意的其他商品。
独家代理协议(中英文)
EXCLUSIVE AGENCY AGREEMENT独家代理协议CONTRACT NO 协议号：本协议由（卖方公司名称），一家依据（注册地）法律成立的公司，其注册地址为: （以下简称“甲方”）和______________________________ 公司，一家依据_________ 法律成立的公司，其注册地址为: __________ （以下简称“乙方”）自（日期）签署并生效。
This Agreement is made and executed on ______________ （Date）, by and between：（The name of seller）, a company incorporated under the laws of （China） with its registered address at: _______________________________________（hereinafter refer to as “Party A”）And ______________________________________ a company incorporated under the lawsof _____________ with its registered address at: _________________________________（hereinafter refer to as “Party B”）鉴于：甲方从事（此处填写产品名称）（以下简称“产品”）的制造，乙方从事产品的采购与销售，并希望自甲方购买产品。
为信守承诺，甲乙双方达成协议如下：WHEREAS,Party A engages in the manufacturing of （hereinafter referred to as the Products）, Party B engages in the buying and reselling of the Products and desires to purchase the Products from Party A. THEREFORE, in consideration of the mutual promises, both parties reach the agreement as follows:1. 授权Authorization甲方授权乙方为甲方产品独家经销商，该独家经销权不可转让，于___________________ 地域，销售_____________________ 品牌下的产品。
独家销售代理协议中英文
AGREEMENT OF EXCLUSIVE SELLING AGENT Manufacturer: 制造商：Agent: 代理商：The two parties sign this agency agreement on the basis of equality, free will and mutual consultation. Both sides must comply.本着平等自愿，协商一致的原则，签订此协议。
双方均应严格遵守。
Section 1: Exclusive Selling Agent第一条独家销售代理The manufacturer appoints the agent to act as their exclusive selling agent in China to sell the following products of the manufacturer:制造商同意将其生产的下列产品在中国的独家销售代理权授予代理方:Section 2: Responsibility of the Agent第二条代理人的职责The agent shall make all efforts to promote the sale of the products of the manufacturer using the agent’s marketing organization. The agent shall send all enquiries and orders received by them to the manufacturer and have no rights to sign any binding agreement on behalf of the manufacturer. The agent shall explain to the customers all the technical parameters and commercial terms stated by the manufacturer and take all steps to co-ordinate between the manufacturer and the customers to secure the orders.代理人利用自身的销售网络在中华人民共和国积极拓展用户。
独家代理协议英文版
Exclusive Distributor AgreementThis Exclusive Distribution Agreement, dated on (hereinafter referred to as “Agreement”), is between, with its business address of (hereinafter referred to as “Your Company”), and,whose business address is, (hereinafter referred to as “Distributor”).1.AppointmentSubject to the terms and conditions of the Agreement, Distributor is appointed to be an exclusive distributor of Your Company for the products listed in Schedule 1 (“Contract Products and Minimum Purchase V olume”) in the territory listed in Schedule 2 (“Territory”).2. Commencement and Duration of the AgreementThe Agreement shall become effective as of the date first set forth above upon its execution by Your Company and Distributor and shall remain in effect thereafter for a period of months.3. Regulatory Requirements, Complaint Handling3.1Distributor shall be responsible for applying and for obtaining any and all approvalsnecessary for marketing and selling of the Contract Products in the Territory at its expense.3.2YOUR COMPANY will co-operate with Distributor in good faith by assisting andproviding Distributor with necessary documentation and technical expertise, in connection with Distributor's efforts to obtain such approvals.3.3Distributor shall be responsible for translations of instructions for use, user surface of theContract Products and other country-specific information on basis of an English master document provided by YOUR COMPANY.3.4Distributor shall undertake responsibility for the traceability of the Contract Productsaccording to the country-specific regulatory requirements. Distributor shall be responsible to efficiently execute all necessary recalls or mandatory updates of the Contract Products.3.5YOUR COMPANY and Distributor will inform each other immediately on any adverseevents subject to notification of the regulatory authorities in any country or any recall related to the Contract Products.4. Prices, Terms and Conditions of Sales4.1 Distributor shall purchase Contract Products from Your Company as specified in YourCompany’s published international price lists and bulletins. Your Company may revise these publications from time to time. New price will go into effect on the 30th days after it is published.4.2 Contract Products are not returnable.5. Shipment and Payment5.1All shipments are ExWorks [ XXXX, China ]. Distributor shall be responsible forpayment of all shipping costs. This includes, but is not limited to, insurance, customs duties, sales and excise taxes.5.2Unless otherwise determined by Your Company, price of Contract Products must be paidfor in full prior to shipment, or by confirmed irrevocable letter of credit in a form acceptable to Your Company.6. Ordering6.1 For all orders of Contract Products under this Agreement, Distributor shall submit awritten or electronic purchase order specifying the quantity of each Contract Product ordered, a delivery date, and a delivery location. Distributor shall submit each such purchase order to Your Company no later than [ XX ] days prior to the desired delivery date indicated in such purchase order.6.2 The minimum quantity for any scheduled delivery is [ XX ] units. YOUR COMPANYwill however allow exceptions from this rule wherever possible, with a maximum of [ XX ] such deliveries each calendar year.7. ConfidentialityDistributor shall maintain in strict confidence and duly safeguard to the best of its ability any and all business and technical information pertaining to the Contract Product(s) and shall not at any form or fashion disclose said information to any third party or to any of its employees who do not need to know such information.8. Limitation of LiabilityIn no event shall the parties be liable for indirect, incidental, or consequential damages or lost profits, including, without limiting the generality of the foregoing, costs incurred or to be incurred to develop, design, redesign, manufacture or market the Contract Products.9. Obligations of DistributorDuring the term of this Agreement, Distributor shall(a)solicit orders for Contract Products only in accordance with Your Company’ s valid pricelists, sales policies, and standard terms and conditions;(b)regularly furnish the following to Your Company at the frequency requested by Your Company:1)detailed Territory analysis and sale/ marketing plan in advance of each upcoming year;2)written reports of sales and marketing activities, including monthly activity reportsof the sales and product specialist;3)reports of all relevant data in connection with sales potential as well as sales results and other statistics;4)reports of all relevant data in connection with competitors’ activities.(c)have an adequate sales organization in order to meet the obligations of this Agreement;(d)allocate a full- time adequately qualified sales professional to serve as the sales andproduct specialist for the Contract Products;(e)investigate and make best efforts to resolve customer complaints;(f)make no false or misleading representations with respect to Your Company or itsproducts;(g)with respect to the Contract Products, use only trademarks approved by Your Company;(h)undertake a program of launch activities appropriate to the potential and requirements ofthe Contract Products including without limitation:1)launch seminars for key potential customers;2)evaluation- for – purchase with specialists, hospitals, physicians, etc.;3)program of trade shows/ exhibition releases;4)advertising as appropriate;5)mailing as appropriate;6)general detailing of product;7)endorsement activities with leading physicians; and requirements and potential of theproducts, including, continuous detailing of the product; continuous program ofsales- evaluations; attendance at all relevant trade shows/ congresses andexhibitions; participation in relevant advertising and mailing program; circulation ofadequate and effective promotional literature, catalogs and the like; participation ingovernment and hospital tenders; conduction of special programs at medicalteaching institutions and the cultivation of approval from leading professionals andinstitutions and the cultivation of approval from leading professionals andinstitutions;(i)be solely responsible for, and indemnify Your Company against, all expenses arising outof the performance of this agreement, including (without limitation) travel, entertainment, office rental, employee compensation and benefits, payroll taxes or contributions, and general selling expense, unless otherwise provided in the Agreement;(j)keep sufficient stock of the Contract Products to supply end- users;(k)not solicit orders for products outside the Territory or outside the market nor sell Contract Products to any end- users within the Territory with a view to their exportation outside the Territory without the prior written consent of Your Company, failure to do so will result in immediate termination of this Agreement;(l)not appoint any sub- distributor without Your Company’ s prior approval in writing; (m)promptly notify Your Company of the requirements of any law, rule or regulation,including health, safety, labeling and packaging requirements, applicable in the Territory to the sale of Contract Products;10. Obligations of Your CompanyDuring the term of this Agreement, Your Company shall(a)refer sales inquiries to Distributor as appropriate;(b)provide Distributor with updated price lists;(c)generally instruct Distributor’s personnel in the sale of Contract Products;(d)notify Distributor of any decision to discontinue a Contract Product;(e)co- operate in a program for repair and replacement of Contract Products;(f)upon specific prior agreement, attend exhibitions or trade shows, assist in field selling,and visit key end users together with Distributor;(g)provide in the English language, quantities, as determined by Your Company, of currentcatalogs, price lists and promotional literature for use in the Territory, or, at Your Company’ s discretion, provide the necessary art work and copy to allow these materials to be reproduced in other languages. Distributor will translate such materials as needed and shall provide Your Company with the translation.(h)adhere to territorial of market exclusivities, if any are agreed to in writing, provided suchexclusivities are permitted by the prevailing national and international laws;11. Intellectual Property Rights11.1 All intellectual property rights related to design, development, manufacture, operating,servicing or repair of Contract Products are owned by Your Company.11.2 During the term of Agreement, Distributor is granted an exclusive right and license tomarket and distribute the Contract Products solely in connection with Distributor's sales and support of the Contract Products. Distributor shall not reverse engineer, reverse assemble hereunder and shall use and permit its customers to use the Contract Products solely as provided in this license granted by Your Company.11.3 The license set forth herein shall terminate concurrently with the expiration ortermination of this Agreement or shall terminate immediately in the event that Distributor files a voluntary petition in bankruptcy, or under any similar insolvency law makes an assignment for the benefit of Distributor's creditors, or if any involuntary petition in bankruptcy or under any similar insolvency law is filed against Distributor ora receiver is appointed for substantially all of such Distributor's assets.12. Minimum Purchase Target12.1 The annual and quarterly minimum purchase amounts for Contract Products in the Territoryshall be as set forth in Appendix 1.12.2 In the event that Distributor fails to meet (a) the annual minimum purchase amounts or (b)the quarterly minimum purchase amounts by three consecutive quarters, Your Company shall have the right to convert Distributor’s rights to non-exclusive distribution rights.12.3 If Distributor’s appointment for the Contract Products is converted to non-exclusive inaccordance with the terms of the Agreement,(a) Your Company shall have the right to terminate this Agreement on thirty (30) days’ priorwritten notice; and(b) Your Company shall have the right to market, sell and offer to sell the Contract Productsin the Territory.13. Termination of the AgreementEither party shall have the right to terminate this Agreement at any time by written notice in the event that(a)the other party should commit a material breach of this Agreement and fails to remedysuch breach within 30 days after receipt of notice from the complaining party specifying the breach in sufficient detail to facilitate corrective action;(b)the other party becomes insolvent;(c)Distributor fails to pay outstanding invoices for more than 60 days and failing to remedysuch a breach within 60 days after receipt of complaint submitted by registered mail; (d)the ultimate ownership of Distributor is changed significantly. This does not apply forpotential transactions within the same group of companies; or(e)Distributor fails to meet (a) the annual minimum purchase amounts or (b) the quarterlyminimum purchase amounts by three consecutive quarters.14. Effect of Termination14.1 Upon the termination of this Agreement:(a) Distributor shall terminate any registration as Your Company’s Distributor;(b) Distributor will immediately return all samples, sales literature, promotional materialsand other documents furnished by Your Company;(c) any right to use any Your Company patents, copyrights, trademarks, symbols and logosshall cease; and(d) Distributor will give Your Company a current customer list for the products.14.2 Expiration or termination of this Agreement shall not relieve any of the parties of its thenoutstanding and unfulfilled liabilities towards the other. Neither party has no right whatsoever to any form of compensation for direct or indirect damages or losses caused by or associated with the termination.15. Temporary Exclusive DistributorIn case that Distributor is converted into a non-exclusive appointment pursuant to this Agreement, Your Company shall be entitled to designating one or more temporary exclusive distributors in the Territory if so required by any invitation for bidding in Your Company’s sole discretion.16. Governing Law, ArbitrationThis Agreement shall be governed by and interpreted in accordance with the laws of the People’s Republic of China without regard to principles of conflicts of laws.Any dispute arising from or in connection with this Agreement shall be submitted to China Economic and Trade Arbitration Commission (“CIETAC”) for arbitration, which shall be conducted in accordance with CIETAC’s arbitration rules in effect at the time of applying for arbitration. The arbitral award is final and binding upon both parties. The arbitration proceedings shall be in Chinese and take place in Beijing. The arbitral tribunal shall consist of three arbitrators.17. Miscellaneous17.1 This Agreement and the enclosures to which reference is expressly made hereinconstitute the whole agreement between the parties. Changes and amendments thereto will only be recognized if expressed in writing and signed by both parties. Nothing in this Agreement shall be constructed so as to make Distributor the agent or legal representative of Your Company or create any right or authority for Distributor to create any obligations or responsibilities for Your Company.17.2 To obtain or retain business, Distributor will not directly or indirectly, give or promiseanything of value to any political party or official thereof, any candidate of political office, or any officer, employee or agent of any government, governmental agency, or government- owned enterprise (collectively referred to as “Official”), in order to:(a)influence any act or decision of such Official in his, her or its official capacity; or(b)induce any such Official to use his, her or its influence to affect or influence any actor decision of a government, governmental agency or government- ownedenterprise.17.3 Any notices will be given in writing in the English language. Notices must be (a)delivered personally, (b) transmitted via facsimile, or (c) sent by an established overnight courier service to the addresses listed in this Agreement. Any change of address must be designated in writing. Notices shall be effective (a) upon receipt if personally delivered, (b) upon confirmation of transmission if sent via facsimile, and (c) two business days after mailing if sent via recognized overnight courier.17.4 This Agreement also extends to products supplied by Your Company’ s subsidiaries oraffiliates.UNDERSTOOD AND AGREED:YOUR COMPANY DISTRIBUTORBy:Title:Signature:___________________ Stamp:Date:By:Title:Signature:___________________ Stamp:Date:Appendix 1List of ProductsYour Company supports the promotion program policy, when the promotion price could be lower according to the discounts in the seasons.MINIMUM PURCHASE VOLUMEA minimum purchase volume for each quarter during these three years of the Term has been agreed to by both parties and is set forth below.Year OneYear TwoYear ThreeUSDAppendix 2TerritoryDistributor shall sell the products on the territory ofAgreement No.: [assigned by Your Company Marketing Dept]。
独家销售协议中英文范本
独家销售协议中英文范本Sole Distributorship Agreement独家经销协议THIS AGREEMENT made and entered into this day of in the year of and between:协议于年月日签订和缔结，协议的双方如下：Party A: Beijing Dabao Cosmetics甲方：北京大宝化妆品有限公司Party B:乙方：Whereas Clause1）WHEREAS, Party A is desirous of exporting the products (stipulated in Article 3 hereof) to the territory (stipulated in Article 4 hereof) and is willing to grant to Party B the exclusive right to sell and distribute the said products in the said territory; 2）WHEREAS, Party B is desirous of purchasing and importing from Party A the said products for sale in the said territory and is also desirous of acting in an exclusive capacity as the Party B of the said products in the said territory;NOW, THEREFORE, in consideration of the premises andthe mutual covenants to be faithfully performed herein contained, Party A and Party B agree as follows: 说明条款1）甲方欲出口指定产品（由本合约第三条中规定）到指定地区（由本合约第四条中规定）去并愿意授予乙方在所述地区销售和经销所述产品的独家权利；2）乙方欲向甲方购买和进口所述产品以便在所述地区出售，并欲以独家权能担任所述产品在所述地区的经销商；考虑到这些前提及本合约所包含的要忠实执行的相互契约，甲方和乙方兹协议如下：Main Body：本文：Article 1. Appointment1）During the effective period of this Agreement, Party A hereby grants to Party B the exclusive right to sell Products in Territory;2）Party B accepts and assumes such appointment for the sale and distribution of Products in Territory.第一条．委任1）在本合约的有效期间，甲方兹授予乙方在所定“地区”销售所定“产品”的独家权利；2）乙方接受和承担在所定地区销售和经销该产品的这种任命。
经销中英文协议4篇
NOW, THEREFORE, in consideration of the mutual covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:
8. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of [Country].
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized representatives as of the date first above written.
[Company Name]
By:__________________________
Name:________________________
Title:_________________________
[Distributor Name]
By:__________________________
2. Territories. The Company grants to the Distributor the exclusive right to purchase and resell the Products in the Territory.
独家代理协议(中英文)
独家代理协议Exclusive Agency Agreement生产商: (以下简称“甲方”)地址：Manufacturer:(herein referred to as Party A)Add: Province，P.R. of China独家出口商: (以下简称“乙方”)地址：Exclusive Exporter: (herein referred to as Party B)Add: P. R. China甲乙双方经友好协商，本着平等互利原则，特订立本协议。
This Agreement is entered into by and between the two parties in consideration of equality and mutual benefits.1.定义Definition1.1“协议”是指双方签订的本代理协议，包括协议的附件以及修改和增补文本。
“Agreement” shall mean this agreement, including the appendix, revise and supplement to this agreement.1.2“代理区域”是指***“Territory” shall mean ***1.3“经销期限”是指2020年6月1日起5年，期满自动延期“Term of the agreement” shall mean an initial term of 5 years from the date Jun.01.2020, and thereafter extend automatically for successive periods.1.4“经销产品”是指***“Product” shall mean***2.授权Grant of Rights依照本协议条款，甲方授权乙方，乙方接受，经销产品在区域内独家经销权。
Subject to the terms and conditions of the Agreement, Part A grants to Part B, and Part B accepts, the exclusive right to market Product in the Territory.3.甲方义务Obligation of Part A3.1甲方保证其产品均依据GMP标准生产，符合相关的法律规定Part A warrants that the Product will be produced according to international GMP rules and regulations and in accordance with all other applicable laws.3.2甲方负责按时交货。
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: ......................................。
独家代理协议(中英文版)
独家代理协议Exclusive Agency Agreement本协议于______年____月____日在______（地点）由有关双方在平等互利基础上达成，按双方同意的下列条件发展业务关系：This agreement is made and entered into by and between the parties concerned on ___________（Date）in ________（Place）on the basis of equality and mutual benefit to develop business on terms and conditions mutually agreed upon as follows:1. 协议双方The Parties Concerned甲方：_______ 乙方：__________Party A:________ Party B:________地址：__________ 地址：___________Add:____________ Add:______________电话：__________ 电话：____________Tel: ___________ Tel: _____________传真：_________ 传真：____________Fax:___________ Fax:______________2. 委任Appointment甲方指定乙方为其独家代理，为第三条所列商品从第四条所列区域的顾客中招揽订单，乙方接受上述委任。
Party A hereby appoints Party B as its Exclusive Agent to solicit orders for the commodity stipulate in Article 3 from customers in the territory stipulated in Article 4,and Party B accepts and assumes such appointment.3. 代理商品Commodity比如：洗衣机。
国际贸易英语词汇国际贸易英语词汇Distributorship经销
国际贸易英语词汇国际贸易英语词汇Distributorship经销Distributorship agreement经销协议Exclusive sales / exclusive distributorship独家经销/包销Exclusive distributor独家经销商Right of exclusive sales独家经营权Agency代理Agent代理商Principal委托人Sole / exclusive agency独家代理Exclusive agency agreement独家代理协议Invitation to tender招标Submission of tender投标Bidding documents招标文件Opening of tender开标Auction拍卖Consignment寄售Consignor寄售人Consignee代销商Counter trade对等贸易A barter易货贸易B counterpurchase 互购parallel/reciprocal trade平行贸易/对购C buy-back 回购/ compensation trade补偿贸易D offset抵销Letter of intent意向书MOU: Memorandum of Understanding谅解备忘录Processing trade加工贸易Processing with imported materials进料加工Processing with customer’s materials来料加工Futures trade期货交易Futures market期货市场Commodity exchange商品交易所Clearing house清算所Close price成交价Hedging套期保值Selling hedging卖期保值Buying hedging买期保值FDI: Foreign Direct Investment外国直接投资Fix-capital input固定资本投入Horizontal expansion横向发展International capital movement国际资本流动Anticipated return预期回报Economy of scale规模经济Diseconomy of scale规模不经济Business stages:A inquiry询盘B offer发盘C counter offer还盘D acceptance接受Selling offer售货发盘Buying offer购货发盘/递盘Invoke撤回The performance of export contract出口合同的履行UNIT 11 MISCELLANEOUSTrade-off权衡Collaboration协作Parent company母公司Subsidiary子公司Licensor许可方Licensee被许可方Corporate family公司群Proprietary assets专利资产Operational form经营形式Line/scope of business经营范围Royalty许可使用费Master franchise特约总经销Cross-licensing相互特约经销Franchisee特约经销接受方Franchisor特约经销授权方Vertically integrated company纵向一体化公司Intangible property无形资产Licensing agreement许可协议Sales representative销售代表End user直接用户Overseas agent海外代理Credit investigation资信调查Potential pitfall潜在危险Global concentration面向世界Freight forwarder货运代理Sales record销售记录Piggyback export挂靠才出口Direct selling直销Production capacity生产能力Entry mode切入方式Export revenue出口收入Promotional campaign促销活动Essence of export出口本质Commission agent佣金代理商Export-import strategy进出口策略Commercial invoice商业发票B/L: Bill of Lading提单Consular invoice领事发票Certificate of origin原产地证书Export packing list出口装箱单Settlement of the payment 货款结算Payment currency支付货币Depreciate / Appreciate贬/升值Evaluation currency估价货币Convertible currency可转化货币Hard / Soft currency硬币/软币Operative Instruments:有效票据A Bill of Exchange; Bill / Draft汇票B Promissory note本票C Check支票Banker’s draft银行汇票Commercial draft商业汇票Clean draft光票汇票Documentary draft跟单汇票Sight / Demand draft即期汇票Time / Usance draft远期汇票Commercial acceptance draft商业承兑汇票Banker’s acceptance draft银行承兑汇票Processes to handle a draft:A to draw出票B to present提示C to accept承兑D to pay支付Drawer出票人Drawee受票人Parties当事人Tenor期限Days of grace宽限期Prior party前手Subsequent party后手Dishonour拒付Recourse追索Face value票面价值Debtor债权人Bona fide holder善意持有人Notary public公证人General promissory note一般本票Banker’s promissory note or cashier’s order银行本票Depositor储户Falsely claim冒领Initial / Counter signature初/复签Crossed check划线支票Payment Methods:A remittance汇付B collection托收C letter of credit信用证Favourable exchange顺汇Adverse exchange逆汇Bank / Commercial credit银行/商业信用Remittance:A T / T : telegraphic transfer电汇B M / T: mail transfer信汇C D / D: ( remittance by banker’s ) demand draft票汇Remitter汇款人Remitting bank汇出行Receiving / Paying bank汇入行/解付行Type of remittance汇款方式Remittance fee汇费Cable confirmation电汇证实书Debit advice 付讫借记通知Payment order支付通知书C.W.O.: cash with order随订单付现O / A trade: open account trade赊帐贸易C.O.D.: Cash on delivery交货后付款Payment in advance预付货款Remittance against documents凭单付汇Draw a bill of exchange on向…开汇票Financial documents金融单据Commercial documents商业单据Documentary collection跟单托收Clean collection光票托收Payment balance货款尾数/余额Remitting bank托收银行Collecting bank代收行Presenting bank提示行Documentary Collection:跟单托收A D / P: documents against payment付款交单B D / A: documents against acceptance丞兑交单D / P at sight即期付款交单D / P after sight远期付款交单T/R: trust receipt信托收据Factoring保理（国际保付代理业务）Applicant / Opener开证申请人/开证人Opening / Issuing bank开证行Advising / Notifying bank通知行Beneficiary受益人Negotiating bank议付行Paying bank付款行Confirming bank保兑行Paying bank agent代付行Reimbursing bank偿付行Clearing bank信用证清算银行Transferring bank转让行L/G: banker’s letter of guarantee银行保函/银行保证书Varieties of L/C:A documentary L/C跟单信用证B clean L/C光票信用证C revocable L/C可撤销信用证D irrevocable L/C不可撤销信用证E confirmed L/C保兑信用证F unconfirmed L/C非保兑信用证G sight payment L/C即期付款信用证H deferred payment L/C延期付款信用证I acceptance L/C承兑信用证K negotiation L/C议付信用证L sight L/C即期信用证M time/usance L/C远期信用证N transferable L/C可转让信用证O untransferable L/C不可转让信用证Q revolving L/C循环信用证R reciprocal L/C对开信用证S back-to-back L/C对背信用证T anticipatory L/C (Red clause L/C)预支信用证/红条款信用证U local L/C本地信用证V standby L/C备用信用证Insurer保险人Insured投保人Insurance policy保险单Subject matter insured保险标的Insured amount保险金额Premium保险费Basic principles of insurance:A insurable interest保险利益B utmost good faith最大诚信C principle of indemnity补偿原则D proximate cause近因原则Risks:A perils of the sea海上风险B extraneous risks外来风险Losses:A Total Loss全部损失/全损B Partial Loss部分损失General average contribution共同海损分摊Expenses:A sue and labour expenses施救费用B salvage charges救助费用PICC: People’s Insurance Company of China中国人民保险公司C.I.C.: China Insurance Clause中国保险条款I.C.C.: Institute Cargo Clause协会货物条款Basic Risks Coverage:A F.P.A: Free From Particular Average平安险B W.P.A.: With Particular Average水渍险C A.R.: All Risks一切险W/W clause: Warehouse to Warehouse Clause仓至仓条款General Additional Risks:A clash and breakage碰损、破碎险B taint of odour串味险C fresh water and / or rain damage淡水雨淋险D theft, pilferage and non-delivery: T.P.N.D.偷窃、提货不着险E shortage短量险F leakage渗漏险G intermixture and contamination混杂、玷污险H hook damage钩损险I sweat and heating受潮收热险K rust锈损险L breakage of packing包装破裂险Special Additional Risks:A war risk战争险B strike risk罢工险C aflatoxin黄曲霉素险D failure to deliver交货不到险E on deck risk舱面险F import duty risk进口关税险G rejection拒收险H fire risk extension clause (F.R.E.C.)— for storage of cargo at destination of Hong Kong including Kowloon or Macao.货物出口到香港（包括九龙）或澳门存仓火险责任扩展条款Insurance Documents;A insurance policy保险单/大保单B insurance certificate保险凭证C combined certificate联合凭证D open policy预约保单E endorsement批单SRCC: strike, riots and civil commotions罢工、暴动、民变险I.O.P.: irrespective of percentage不论损失程度Claim settlement理赔Insurable value保险价值Franchise免赔率Insurance: To be covered by the Seller for 110% of the total invoice value against All Risks, as per and subject to the relevant ocean marine cargo clauses of the People’s Insurance Company of China, dated January1, 1981. 保险由卖方按发票金额的110%投保一切险，以中国人民保险公司1981年1月1日有关海洋运输货物保险条款为准。
独家代理合同协议中英文版示范文本
中英文版独家代理合同协议本协议系于________ 年 ______ 月______ 日，由当事人一方丛鱼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。
双方一致同意约定如下：第一条委任与接受在本协议有效期内，卖方指定代理商为本协议第四条项下商品的独家代理商，在第二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。
第二条代理商的义务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岀任何担保、承诺以及订立契约、合同或作其他对卖方有约束力的行为。
对于代理商违反卖方指令或超岀指令范围所用的一切作为或不作为，卖方都将不承担任何责任。
第三条代理区域本协议所指的代理区域是：____________ （以下简称区域）。
第四条代理商品本协议所指的代理商品是______________ （以下简称商品）。
第五条独家代理权基于本协议授予的独家代理权，卖方不得在代理区域内，直接地或间接地，通过其他渠道销售、出口代理商品。
代理商也不得在代理区域内经销、分销、或促销与代理商品相似或有竞争性的商品，也不能招揽或接受到区域外销售为目的订单。
在本协议有效期内，对来自于区域内其他顾客有关代理商品的订单、询价，卖方都应将其转交给代理商。
第六条最低代理额和价格在本协议有效期内，如果卖方通过代理商每所（12个月）从顾客处收到的货款总金额低于,则卖方有权提前30天书面通知代理商解除本协议。
卖方应经常向代理商提供最低的价格表以及商品可以成交的条款、条件第七条订单的处理在招揽订单时，代理商应将卖方成交的条件、合同的一般条款充分通知顾客，也应告知顾客任何合同的订立都须经卖方的确认。
代理商应将其收到的订单立即转交给卖方，以供卖方选择是否接受订单。
各种性质的合同的中英对照
各种性质的合同的中英对照每一种合同的性质都不一样，这是基本的关于合同的知识，以下是小编给大家整理的商务英语：各种性质的合同的中英对照。
希望可以帮到大家Agreement and contract(协议与合同)agency agreement 代理协议agreement on general terms and conditions on business一般经营交易条件的协议agreement on loan facilities up to a given amount商定借款协议agreement fixing price共同定价协议agreement on import licensing procedure 进口许可证手续协议agreement on reinsurance 分保协议agreement to resell 转售协议bilateral agreement 双边协议bilateral trade agreement 双边贸易协议commercial agreement 商业协定compensation trade agreement 补偿贸易协议distributorship agreement 销售协议exclusive distributorship agreement 独家销售协议guarantee agreement 担保协议international trade agreement 国际贸易协议joint venture agreement 合营协议licensing agreement 许可证协议loan agreement 贷款协议management agreement 经营管理协议multilateral trade agreement 多边贸易协议operating agreement 经营协议partnership agreement 合伙契约supply agreement 供货合同trade agreement 贸易协议written contract 书面协议ad referendum contract 暂定合同agency contract 代理合同barter contract 易货合同binding contract 有约束力合blank form contact 空白合同commercial contract 商业合同compensation trade contact 补偿贸易合同cross licence contract 互换许可证合同exclusive licence contract 独家许可证合同Ex contract 由于合同Export contract 出口合同Firm sale contact 确定的销售合同Formal contract 正式合同Forward contract 期货合同Illegal contract 非法合同Import contract 进口合同Indirect contract 间接合同Installment contract 分期合同International trade contract 国际贸易合同。
独家代理协议(中英文版)
独家代理协议Exclusive Agency Agreement本协议于______年____月____日在______（地点）由有关双方在平等互利基础上达成，按双方同意的下列条件发展业务关系：This agreement is made and entered into by and between the parties concerned on ___________（Date）in ________（Place）on the basis of equality and mutual benefit to develop business on terms and conditions mutually agreed upon as follows:1. 协议双方The Parties Concerned甲方：_______ 乙方：__________Party A:________ Party B:________地址：__________ 地址：___________Add:____________ Add:______________电话：__________ 电话：____________Tel: ___________ Tel: _____________传真：_________ 传真：____________Fax:___________ Fax:______________2. 委任Appointment甲方指定乙方为其独家代理，为第三条所列商品从第四条所列区域的顾客中招揽订单，乙方接受上述委任。
Party A hereby appoints Party B as its Exclusive Agent to solicit orders for the commodity stipulate in Article 3 from customers in the territory stipulated in Article 4,and Party B accepts and assumes such appointment.3. 代理商品Commodity比如：洗衣机。
独家代理协议(中英文版)
独家代理协议Exclusive Agency Agreement本协议于______年____月____日在______（地点）由有关双方在平等互利基础上达成，按双方同意的下列条件发展业务关系：This agreement is made and entered into by and between the parties concerned on ___________（Date） in ________（Place） on the basis of equality and mutual benefit to develop business on terms and conditions mutually agreed upon as follows:1. 协议双方The Parties Concerned甲方：_______ 乙方：__________Party A:________ Party B:________地址：__________地址：___________Add:____________ Add:______________电话：__________ 电话：____________Tel: ___________ Tel: _____________传真：_________ 传真：____________Fax:___________ Fax:______________2. 委任Appointment甲方指定乙方为其独家代理，为第三条所列商品从第四条所列区域的顾客中招揽订单，乙方接受上述委任。
Party A hereby appoints Party B as its Exclusive Agent to solicit orders for the commodity stipulate in Article 3 from customers in the territory stipulated in Article 4,and Party B accepts and assumes such appointment.3. 代理商品Commodity比如：洗衣机。
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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］。
WHEREAS, Fillico intends to expand the sale of Products in Territory and is willing to appoint Distributor as its exclusive sales channel in Territory.鉴于，Fillico在［地域］计划扩张［商品］的销售，因此愿意指定［经销商］为在［地域］的独家销售渠道。
NOW, THEREFORE, in consideration of the above premises and mutual covenants contained herein, the parties hereto agree as follows:现因此鉴于上列所述前提和本协议所包含的自愿有偿平等互利协约（相互赔偿损失的协约），双方如下达成协议：Article 1. Definition／第一条；释义When used in this Agreement, each of the following words, unless otherwise the context requires, has the meaning mentioned below.(a)“Products” means Fillico Jewelry Water, limited to glass bottled products.(b)“Territory” means the Mainland of People’s Republic of China. Theterritory doesnot include Hong Kong,Macau or Taiwan.除非语境要求另外，在本协议使用时，下列各单词具有下列所述释义。
（a）［商品］指Fillico Jewelry Water，限制玻璃瓶装商品。
（b）［地域］指中国人民共和国大陆。
当该地域不包含香港，澳门或台湾。
Article 2. Appointment／第二条委任2.1 Fillico hereby appoints Distributor as an exclusive distributor of Products in Territory and agrees to supply Distributor with Products.2.1 Fillico在此指定［经销商］为在［地域］［商品］的独家经销商并同意给［经销商］提供［商品］。
2.2 Distributor hereby accepts such appointment, and agrees not to commit such acts as would discredit Fillico and/or Products at any time during the term of this Agreement and after the termination hereof.2.2 ［经销商］接受取前所述指定，并同意在协议期间的任何时间和（本协议）所定终止协议之后（均）不参与如败坏Fillico和／或［商品］的名誉的行动。
2.3 The relationship created hereby between Fillico and Distributor shall be that of seller and buyer. Distributor is in no way, to any extent, an agent or legal representative of Fillico for any purpose whatsoever and Fillico does not invest or entrust Distributor with any kind of authority or right of agency, actual or ostensible, to any extent, to act in the name of or on behalf of Fillico.2.3在此建立的Fillico和［经销商］的关系须是卖家和买家的关系并不得任何范围，任何目的做为Fillico的代理者或法定代理人并Fillico不授权或委托［经销商］，（无论是）实际或表面上，在任何范围，以Fillico的名义或代理（Fillio）的行动的任何性质的代理者的权利或权限。
2.4 Fillico and Distributor are both required to assignat least oneperson to be in charge of the account at all times.2.4Fillico和［经销商］均应分配起吗一位员工任何时间负责此项目。
Article 3. Annual Minimum Purchase Quantity／第三条每年的最低采购数量3.1 Distributor shall regularly purchase Products from Fillico in not lessthan the required quantityof ; 1st year /30,000 bottles, 2nd year / 50,000 bottles, 3rd year / 120,000 bottles, and the total minimum purchase quantity for three (3) years and two(2)months should be 200,000 bottles. (Hereinafter called “Annual Minimum Purchase Quantity”).Note that plastic bottled water is not included in the Annual Minimum Purchase Quantity.The order can be in assortment, yet, must satisfy the following minimum quantity per design: The minimum quantity per design is60 bottles. Additional ordering will be of 12 bottles per design.3.1[经销商]不低于要求数量；第一年／30，000瓶，第二年／50，000，第三年／120，000瓶瓶而三年两个月总计最低采购量200，000瓶应按时（不断地）从Fillico 采购［商品］。
（以下称“每年最低采购量”）。
注意塑料瓶装水在当该每年最低采购量里不被包含。
3.2 In the event that Distributor fails to fulfill Annual Minimum Purchase Quantity stipulated in Section 3.1 above andfails to correct such failure within sixty (60) days from the date of written notice thereof, Fillico may at its own discretion:(a) Terminate this Agreement;(b) Covert the exclusive distributorship granted herein to non-exclusive distributorship; or(c) Reduce the coverage of Territory where the exclusive distributorship is granted herein;by giving written notice to Distributor with immediate effectFillicoalso shall reserve the right to claim the compensation for the imputed loss ofincome.3.2［经销商］未能达成上列第3.1条款规定每年最低采购量的并且当该书面通知后六十天内未能改正的，经过在其效果一个月前给［经销商］通知，Fillico据其自行决定可以：（a）终止协议；（b）将在在本协议授权的独家经销权变更到非独家经销权；或（c）减小在本协议授权的独家经销权的地域范围；经过通知［经销商］有效。