中英文经销商合同

DISTRIBUTORSHIP AGREEMENT经销协议

THIS AGREEMENT IS MADE AS OF THE 1st DAY OF February, 2013, by and between Qualipride International Ltd., (Supplier) a limited liability company organized and existing under the laws of China, with its principal place of business at 93-1 Xinjian Middle Road, Zhoucun, Zibo, Shandong 255300, China and _____________, (Distributor) a _________ organized and existing under the laws of Turkey, with its principal place of business at ____________;

本协议由山东千千国际贸易有限公司（供应商），根据中国法律成立和存在的有限公司（主要经营场所：山东省淄博市周村区新建中路93-1号），和――（经销商），根据土耳其法律成立和存在的有限公司，（主要经营场所――）于2013年2月1日签订。

ARTICLE I. DEFINITIONS

第一条定义

When used in this Agreement, the following terms shall have the meanings indicated. The meanings shall be applied whether the singular or the plural form of the term is used.

本协议中的下列术语应有如下描述的意思。该术语无论是单独使用还是联合使用时，该意思都应适用。

"Affiliate" means any company controlled by, controlling, or under common control with supplier.

“下属单位”指任何被供应商控制、控制供应商、供应商参股的企业。

"Agreement" means this agreement, and the Exhibits, together with all amendments thereto. "Attachment" means any form or exhibit attached to this agreement.

“协议”指本协议、附件和所有修改文件。“附件”指附加在本协议后的表格和附件。

"Customer" means any person who purchases Products from Distributor.

“客户”指任何从经销商处购买产品的人。

"Goods" means those items described in Attachment A. Goods may be deleted from or added to Attachment A and their specifications and design may be changed by Supplier at its sole discretion at any time by mailing written notice of such changes to Distributor. Each change shall become effective within 15 days following the date notice thereof is mailed to Distributor.

“货物”指在附件A中所描述的物品。经销商有权在附件A删除或增加部分货物，也有权通过信函书面告知经销商货物规格或设计的变更。这种变更在向经销商寄出信函后15天生效。

"Products" means Goods.

“产品”指货物。

"Specifications" means those specifications set forth in Attachment D.

“规格”指在附件D中所列明的规格。

"Territory" means the following geographic area or areas:

“区域”指下列地理范围：

"Trademark" means any trademark, logo, or service mark, whether or not registered, used to represent or describe the Products of Supplier, as set forth in Attachment E.

“商标”指在附件E中列明的、在供应商产品上使用或描述的任何商标、标识和服务标记，不论其是否注册。

ARTICLE II. APPOINTMENT OF DISTRIBUTOR

第二条经销商的指定

Appointment：Supplier hereby appoints Distributor as Supplier's nonexclusive distributor of Products in the Territory, and Distributor accepts that position. It is understood that Supplier cannot lawfully prevent its distributors located elsewhere from supplying Products for sale or use within the Territory and that it has no obligation to do so.

指定：供应商在此指定经销商为在定义区域内非独占经销商，经销商接受指定。双方理解供应商没权阻止位于其它区域的经销商在定义区域内销售和使用供应商提供的产品。

Referrals：If Supplier or any Affiliate is contacted by any party inquiring about the purchase of Products in the Territory, Supplier shall, or shall cause that Affiliate to, refer such party to Distributor.

提示：如在本区域内有任何一方向供应商或其下属单位咨询有关购买产品事宜，供应商有权或要求下属单位将询价转交给经销商。

Relationship of Parties：Distributor is an independent contractor and is not the legal representative or agent of Supplier for any purpose and shall have no right or authority (except as expressly provided in this Agreement) to incur, assume or create in writing or otherwise, any warranty on the part of Supplier. Supplier shall not exercise any control over any of Distributor's employees, all of who are entirely under the control of Distributor. Distributor shall be responsible for the acts and omissions of Distributor's employees. Distributor shall, at its own expense, during the term of this Agreement and any extension thereof, maintain full insurance under any Workmen's Compensation Laws effective in the state or other applicable jurisdiction covering all persons employed by and working for it in connection with the performance of this Agreement. Distributor accepts exclusive liability for all contributions and payroll taxes required under Federal Income Tax Law, Federal Social Security Laws and State Unemployment Compensation Laws or other payments under any laws of similar character in any applicable jurisdiction as to all persons employed by and working for it. Nothing contained in this Agreement shall be deemed to create any partnership or joint venture relationship between the parties.

双方关系：经销商是独立的合同签约人，不是供应商法律上的代表人或代理人，没有权力以书面或其它形式代