Distribution-Agreement-分銷協(xié)議英文版compared

1、NAME OF OVERSEAS SUPPLIER AND SHANGHAI CITY FURNITURE CO., LTD. DISTRIBUTION AGREEMENT Agreement Number Date: , Content of the Contract (to be updated) ARTICLE 1 PRODUCTS AND APPOINTMENT.2 ARTICLE 2 PURCHASE, PACKAGING AND DELIVERY .3 ARTICLE 3 PRICE AND PAYMENT.4 ARTICLE 4 INSPECTION OF PRODUCTS.5

2、ARTICLE 5 CHANGES.6 ARTICLE 6 SALES REBATES .6 ARTICLE 7 TERM AND TERMINATION.7 ARTICLE 8 WARRANTY AND CLAIM.7 ARTICLE 9 ADVERTISEMENT, PROMOTION AND TRAINING.8 ARTICLE 10COMMUNICATION MECHANISM.8 ARTICLE 11DEFAULTING LIABILITY .9 ARTICLE 12FORCE MAJEURE.9 ARTICLE 13GOVERNING LAW AND DISPUTE RESOLUT

3、ION .9 ARTICLE 14NOTICE.10 ARTICLE 15ENTIRE AGREEMENT.10 ARTICLE 16LANGUAGE AND COUNTERPARTS .10 EXHIBIT 1: TERRITORY.12 EXHIBIT 2: SDANDARDS AND REQUIREMENTS OF PRODUCTS .13 EXHIBIT 3: PRICE AND PAYMENT.14 EXHIBIT 4: SALES REBATES .15 Distribution Agreement Agreement Number: This Distribution Agree

4、ment (this “Agreement”) is made this _ day of _, _ by and between the following parties (hereinafter referred to collectively as the “Parties” and individually as a “Party”): (1) NAME OF OVERSEAS SUPPLIER, registered in Name of Country (“Party A”), and (2) SHANGHAI CITY FURNITURE CO., LTD., register

5、ed in Shanghai, China (“Party B”). Article 1Products and Appointment 1.1Party A hereby appoints Party B and Party B hereby accepts appointment as Party As exclusive / non-exclusive distributor in the territories stated in Exhibit 1 (“Territory”) in connection with the distribution of furniture produ

6、cts manufactured and supplied by Party A bearing the trademarks of (“Products”). 1.2Subject to the provisions of this Agreement, Party A agrees to supply the Products to Party B which conform to the quality standards and requirements under Exhibit 2. 1.3Party A will satisfy Party Bs demands on suppl

7、y of Products under Purchase Orders issued by Party B from time to time during the term of this Agreement. In the event that Party A is unable to satisfy Party Bs demands, Party A will in a timely manner inform Party B in writing of the reason thereof and discuss with Party B in good faith in an att

8、empt to work out a solution. 1.4Party B will not solicit customers out of the Territory for the Products. In the event that Party B desires to carry out any commercial or promotional activities outside the Territory, such as advertising the Products or establishing a warehouse for the purpose of dis

9、tributing the Products in the Territory, Party B will obtain a prior written consent from Party A, which consent shall not be unreasonably withheld or delayed. Article 2 Purchase, Packaging and Delivery 2.1During the term of this Agreement, Party B will, from time to time, issue a Purchase Order to

10、Party A in written form (such as letter, fax or email) specifying such matters as specifications, quality, quantity, price, date of delivery from factory, shipment date, shipment port and destination port. 2.2Party A will, as soon as practicable no later than 2 working days of receipt of a Purchase

11、Order, acknowledge the Purchase Order by signing on it. In case of a rejection by Party A, Party A shall, as soon as practicable no later than 2 working days, notify Party B in writing stating the reason for rejection and counter-proposal. All Purchase Orders signed by representatives of the Parties

12、 shall be binding upon both Parties. 2.3The Parties may enter into a Purchase Contract in respect of purchase of Products from Party A during a particular period. No matter whether this Agreement is referred to in the Purchase Order or Purchase Contract, the terms and conditions of this Agreement sh

13、all applied to purchases made under the Purchase Order or Purchase Contract. In case of any discrepancy, the validity of priority in order shall be: Purchase Order, Purchase Contract and this Agreement. Any Purchase Order or Purchase Contract signed by the Parties before the date hereof shall be dee

14、med as being entered into under this Agreement, and the terms and conditions of this Agreement shall apply to such Purchase Order or Purchase Contract. 2.4The period from signing of a Purchase Order to the date of shipment at shipment port (for C (2)commercial invoice in 5 original copies, indicatin

15、g Purchase Order Number and shipping mark; (3)certificate of insurance; (4)factory inspection report, quality certificate or exemption certificate of the Products issued by relevant authorities of the European Union or the country where Party A dwells (if applicable), and quality certificate or exem

16、ption certificate of the materials of the Products issued by relevant authorities of the European Union or the country where Party A dwells, each in two original copies; (5)certificate(s) of origin in 2 original copies; (6)packing list in 2 original copies indicating gross / net weights, measurement

17、s and quantity of each item packed; (7)a true copy of notice via fax or email to advise Party B of shipment after the Products are loaded into the vessel; and (8) . Article 4Inspection of Products 4.1In-Plant Inspection. In order to ensure the materials and packages of the Products to comply with ap

18、plicable standards and requirements, Party A shall, in the process of manufacture of the Products, inspect the materials and packages and ensure that the applicable quality certificate or exemption certificate for the materials are in place. In addition, prior to the delivery of the Products from th

19、e factory, Party A shall inspect the quality and quantity of the Products and issue a factory inspection certificate. 4.2Export Inspection. To the extent required under the relevant laws, Party A will, prior to the shipment of the Products at the shipment port, obtain from local inspection authoriti

20、es relevant inspection certificates in respect of the quality and quantity, etc. of the Products. 4.3Import Inspection. Upon arrival of the Products at the destination port, Party B is entitled to submit an application with the local inspection authority to re-inspect the quality or quantity of the

21、Products in accordance with the standards and requirements under Exhibit 2 hereof. 4.4Receiving Inspection. Party B will conduct a receiving inspection at the shop where the Products are displayed (if the Products are display samples) or at the place designated by the end-customers (if the Products

22、are sold to end-customers). 4.5Remedy for Non-conformity Revealed by Inspection. If the import inspection or receiving inspection reveals that the quality or quantity of the Products fails to comply with the provisions of this Agreement, Party B shall lodge an objection notice (together with support

23、ing documents such as photos of relevant Products) to Party A within 7 days and Party A shall send a written reply within 3 days. In case of a successful quantity objection regarding shortfall of the Products or their components, Party A shall promptly deliver the shortfall to Party B and compensate

24、 Party B for all losses resulting therefrom. In case of a successful quality objection, Party B shall be entitled to the remedies stated in Articles 8.3 and 8.4 below. 4.6Processing Pre-sale Formalities in the PRC. If the laws of the PRC require that Party B shall, before commercial sale of the Prod

25、ucts, obtain an inspection certificate or report in respect of the quality of the Products or its materials, Party A will, at no additional charge to Party B, furnish Party B with reasonable assistances to enable Party B to obtain such inspection certificate or report. Such assistances include but a

26、re not limited to: (1)Party A will, upon request of Party B, provide the inspection standards, certificates or reports issued by relevant authorities of the European Union or the country where Party A dwells; (2)If the same or similar Products have been put into sale in China through other distribut

27、or(s), Party A will provide Party B with a copy of the relevant inspection certificates or reports previously obtained by such other distributor(s); and (3)Party A will, upon delivery of the Products or at request of Party B subsequently, provide sufficient samples of the materials of the Products f

28、or the purpose of inspection by the customs authority, inspection and quarantine authority or other authorities of the PRC. Article 5 Changes 5.1Unless otherwise mutually agreed by both Parties, Party B shall be entitled to request for alteration of the specifications, style, color, measurements or

29、materials of the Products by written notice to Party A, provided that if the requested alteration shall result in an adjustment to the price or delivery date of the Products, the Parties shall enter into good faith consultation to agree to necessary adjustment thereto. In the event that Party A requ

30、ests an adjustment to the price or delivery date of the Products, Party A shall provide Party B with relevant documents supporting the adjustment(s). 5.2Written confirmation by representatives of both Parties shall be needed in case of a change that may result in an adjustment to the price or delive

31、ry date of the Products under the Purchase Order. Party A shall record material and labor adjustments resulting from the changes and any adjustment to the price or delivery date shall be subject to the written confirmation of Party Bs representative. Article 6 Sales Rebates 6.1Party B shall be entit

32、led to the sales rebates payable by Party A as specified in Exhibit 4 if the total prices of delivered Products purchased by Party B from Party A for one contract year (including Products purchased by Party B before the date hereof) exceeds the amounts stated in Exhibit 4. The first contract year sh

33、all commence from the earlier of date of the first Purchase Order signed by both Parties or the date of this Agreement. Article 7 Term and Termination 7.1Term. The initial term of this Agreement shall be for years from the date hereof (“Initial Term”). This Agreement shall be renewed automatically f

34、or successive periods of one year each unless either Party gives notice to the other Party at least months prior to the then current expiration date of its desire to terminate this Agreement. The Parties hereby agree that, if any Purchase Order had been signed prior to the date hereof, then the vali

35、dity of this Agreement shall retroactively extend to the date of the first Purchase Order signed by both Parties 7.2Termination. This Agreement may be terminated prematurely by written notice with immediate effect by a Party if the other Party: (1) is declared insolvent or bankrupt by a court of com

36、petent jurisdiction or goes into liquidation other than a voluntary liquidation for the purpose of reorganization; (2)has a receiver or trustee for its property; (3)makes an assignment for its creditors or eases payment to creditors or otherwise ceases or is compelled to cease its business; or (4)br

37、eaches a material term of this Agreement and the breach fails to be remedied within 30 days of written notice from the non-breaching Party. 7.3In case of termination of this Agreement hereunder by a Party, such Partys rights and remedies at the law or under this Agreement shall not be affected. Arti

38、cle 8 Warranty and Claim 8.1Party A warrants that Products under this Contract shall be free from defects of material or workmanship and in all respects in accordance with the quality standards and requirements stipulated in Exhibit 2. The warranty period of Product (“Warranty Period”) shall be the

39、earlier of (i) 24 months from the date of the Products leaving the shipping port or (ii) 18 months after the date of Party Bs inspection and acceptance of Products at the end-customers site or, as applicable, the display shop. 8.2The foregoing warranty provided by Party A shall not extend to quality

40、 problem of the Products resulting from normal wear and tear, improper storage or inappropriate transportation. 8.3During the Warranty Period, if the Products are found to be not in conformity to the quality standards or requirements under this Agreement (including Purchase Orders), Party B shall is

41、sue a notice for warranty claim to Party A within 15 days of being awareness thereof. Any warranty claims shall be settled within 90 days after Party Bs issuance of notice. The methods of warranty claim settlement shall include: (1)Repair. Party B will repair or have repaired the defective Products,

42、 with the reasonable repair costs to be borne by Party A; (2)Replacement. In the event that Party B shall, pursuant to the laws of the PRC or mutual consent of the Parties, replace the defective Products, Party A shall, within a reasonable period requested by Party B, replace the defective Products

43、with new ones, with the associated costs (including cost of new Products, associated freight and insurance cost, and liquidated damages payable by Party B to the end-customers for delivery delay caused by the replacement) to be borne by Party A. (3)Refunding. In the event that Party B shall, pursuan

44、t to the laws of the PRC or mutual consent of the Parties, refund the defective Products, Party A shall refund Party B the full price of the Products, freight and insurance cost and liquidated damages payable by Party B to the end-customers caused by the refunding. (5)Decrease of Price. In the event

45、 that the Parties deem the cost of repair, replacement or refunding is too high and the end-customer agrees to settle via decrease of price, Party A will decrease the price of the Products in light of the extent of defectiveness of the Product. 8.4In case of replacement or refunding, the defective P

46、roducts will, within one month of replacement, be collected by Party A at its own cost or be disposed of by Party B at the cost of Party A in accordance with instruction of Party A. In the event that the defective Products fails to be collected by Party A and Party B fails to receive an instruction

47、for disposal from Party A within the prescribed period, unless Party B has spare storage space and Party A pays reasonable storage fee, upon expiry of the prescribed period, the title of the defective Products shall be vested in Party B and Party B shall be entitled to dispose of them at its sole di

48、scretion. Article 9 Advertisement, Promotion and Training 9.1Party A will, in a timely manner, furnish Party B with such information as introduction to manufacture process, product catalogue, display requirements, brand history and honors, etc. so as to assist Party B to promote the Products in the

49、Territory. 9.2The sales, advertisement and promotional activities of the Products in the Territory shall be conducted by Party B at its discretion. 9.3Party A will provide Party B with the following trainings and guidance at mutually agreed venue(s) in Party As own country or the Territory at no add

50、itional charge to Party B: product display, promotion and advertisement, installation and after-sale services. Article 10Communication Mechanism 10.1Information Share. For the purpose of furtherance of distribution of the Products in the Territory, each Party shall inform the other Party of relevant

51、 information concerning the Products, including without limitation to, any significant changes caused by a market change. 10.2Professional Communication. The Parties will establish a professional communication mechanism under which they will periodically communicate with each other on such matters a

52、s technical information of the Products, relevant changes of the laws as well as the international and Chinese quality standards of the Products. Article 11 Defaulting Liability 11.1If a Party (“Breaching Party”) fails to perform relevant obligations hereunder, the other Party (“Innocent Party”) sha

53、ll have the following rights in addition to any other rights available under applicable laws: (1)to issue a written notice to the Breaching Party stating the nature of the breach and requesting the Breaching Party to remedy the breach within the prescribed period under the notice; and/or (2)to reque

54、st the Breaching Party to compensate its losses suffered as a result of the breach if the breach fails to be remedied within the prescribed period. Article 12 Force Majeure 12.1An event of force majeure as mentioned herein refers to any objective event that are unforeseeable, unconquerable and unavo

55、idable, including without limitation to, natural disasters (such as flood, earthquake, fire and storm) and social events (such as war, riot and act of government). 12.2In case a Party is prevented from performing this Agreement due to the occurrence of an event of force majeure, the Party affected by event of force majeure shall notify the other Party of the event within 7 days from the end of the event of force majeure, and shall, within 30 d