国际经销商授权协议书

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1、 . 国际经销商授权协议(中英文)Authorized Dealer AgreementBased on the equality and mutual benefit, both parties made and entered into the following agreement on, both parties should carry out business according to the following terms and conditions upon signature.根据平等互利，双方作出分为以下协议签订，双方应开展业务按照下列条款和条件的签名。Based on

2、the equality and mutual benefit, both parties made and entered into the following agreement on, both parties should carry out business according to the following terms and conditions upon signature. 1. The Parties Concerned有关缔约方The Parties ConcernedParty A:甲方：Party A:Add:地址：Add:Tel:：Tel:Fax: ：Fax:E-

3、mail:电子：E-mail:Party B:乙方：Party B:Add:地址：Add:：Tel:Fax: ：Fax:E-mail:电子：E-mail:1. Definitions定义DefinitionsWhen used in this Agreement, the following terms shall have the respective meanings indicated, such meanings to be applicable to both the singular and plural forms of the terms defined:当本协议中使用的下列术

4、语应具有各自的含义表示，这种意义是适用于这两种定义方面的单数和复数形式：When used in this Agreement, the following terms shall have the respective meanings indicated, such meanings to be applicable to both the singular and plural forms of the terms defined: “Agreement” means this agreement, the Schedules attached hereto and any docume

5、nts included by reference, as each may be amended from time to time in accordance with the terms of this Agreement; “协议”指本协议附表所附的任何文件，包括参照，因为每个可能不时按照当本协议的条款作出修订; “Agreement” means this agreement, the Schedules attached hereto and any documents included by reference, as each may be amended from time

6、to time in accordance with the terms of this Agreement; “Accessories” means the accessories described in Exhibit A attached hereto, and includes any special devices manufactured by Part A and used in connection with the operation of the Goods.“配件/附件”是指图标A所述附上的配件，并包括A部分所制造并用于连接货物运作的特殊装置。附件可能被从图表A中被删掉

7、也可能加进去，公司单方面可随时自行更改他们的规格和设计，要向乙方邮寄书面通知。每个更改，在书面通知发送给分销商的15天后生效。- “Accessories” means the accessories described in Exhibit A attached hereto, and includes any special devices manufactured by Part A and used in connection with the operation of the Goods. Accessories may be deleted from or added to Exh

8、ibit A and their specifications and design may be changed by Company at its sole discretion at any time by mailing written notice of such changes to Part B. Each change shall become effective 15 days following the date notice thereof is sent to Distributor. “Affiliate means” any company controlled b

9、y, controlling, or under common control with Company. “加盟是指”控制的任何公司，控制，或与公司共同控制。Affiliate means any person, corporation or other entity:加盟指任何人，公司或其他实体：o which owns, now or hereafter, directly or indirectly 33% or more of any class of the voting stock of Part A or is, now or hereafter, directly or in

10、directly, in effective control of Part A; or拥有，现在还是以后，直接的或是间接的超过33%的有投票权的股票类表决直接或间接的有效控制A，或o 33% or more of any class of the voting stock of which Part A, or a party described in paragraph (i), owns, now or hereafter, directly or indirectly, or of which Part A, or a party described in paragraph (i),

11、 is, now or hereafter, directly or indirectly, in control. 33或以上的任何其中A部分，或在第（i）项所述的一方，拥有，现在还是以后，直接或间接，或投票权的股票类，其中A部分，或在段所述（一一党），是在现在还是以后，直接或间接控制。 “Affiliate means” any company controlled by, controlling, or under common control with Company. Affiliate means any person, corporation or other entity: o

12、 which owns, now or hereafter, directly or indirectly 33% or more of any class of the voting stock of Part A or is, now or hereafter, directly or indirectly, in effective control of Part A; or o 33% or more of any class of the voting stock of which Part A, or a party described in paragraph (i), owns

13、, now or hereafter, directly or indirectly, or of which Part A, or a party described in paragraph (i), is, now or hereafter, directly or indirectly, in control. “Customer” means any person who purchases or leases Products from Part B. “客户”是指任何人谁购买或租赁产品B部分 “Customer” means any person who purchases or

14、 leases Products from Part B. “Delivery Point” means Part As facilities at FULL ADDRESS. “投递点”是指在详细地址A部分设施。Delivery point means Distributors facilities at FULL ADDRESS.传递点是指在详细地址分销商的设施。- “Delivery Point” means Part As facilities at FULL ADDRESS. Delivery point means Distributors facilities at FULL A

15、DDRESS. “Exhibit” means an exhibit attached to this agreement. “展览”是指该协议所附的展览。- “Exhibit” means an exhibit attached to this agreement. “Goods” means those items described in Exhibit A. Goods may be deleted from or added to Exhibit A and their specifications and design may be changed by Company at it

16、s sole discretion at any time by mailing written notice of such changes to Distributor. “货物”是指图表A中的产品.图表A中的产品可以增加或减少。A表中的任何产品和附件的变化都要以书面形式告知乙方。每个变更在通知道分销商15天后方可生效。 “Goods” means those items described in Exhibit A. Goods may be deleted from or added to Exhibit A and their specifications and design ma

17、y be changed by Company at its sole discretion at any time by mailing written notice of such changes to Distributor. Each change shall become effective 15 days following the date notice thereof is sent to Distributor. “Products” means Goods and Accessories. “产品”是指商品和配件。- “Products” means Goods and A

18、ccessories “Territory” means the geographic area outlined in Article 6. “领土”是指地理区域，在第6条所述。- “Territory” means the geographic area outlined in Article 6. “Trademark” means any trademark, logo, service mark or other commercial designation, whether or not registered, used to represent or describe the P

19、roducts of Party A. “商标”是指任何商标，标志，服务标志或其他商业名称，不论是否登记，用来表示或描述甲方产品- “Trademark” means any trademark, logo, service mark or other commercial designation, whether or not registered, used to represent or describe the Products of Party A.3. Appointment预约AppointmentParty A hereby appoints Party B as its Au

20、thorized Dealer Agent to solicit orders for the Products stipulated in Article 6 from customers in the territory stipulated in Article 6.甲方特此任命乙方为授权经销商，在第6条规定的地区销售产品。Party B accepts and assumes such appointment. Part A, to the extent that it is legally Permitted to do so, (i) shall not appoint any P

21、arty B or agent in the Territory for the Products other than Party B, (ii) shall not, and shall cause any Affiliate not to, knowingly sell Products to any person other than Part B or a party designated by Party B for use or resale within the Territory, and (iii) shall use its best efforts to prevent

22、 any party other than Party B from seeking customers for the Products in the Territory, from establishing any branch related to the distribution of Products in the Territory, or from maintaining any distribution depot with respect to the Products in the Territory. If Party A, or any Affiliate, sells

23、 any Product which is eventually resold in the Territory (other than a sale to Party B or a party designated by Party B) and Party A, or that Affiliate, had reason to know at the time of its sale of that Product that such resale was likely to occur, Party A shall, immediately after the trigger sale

24、(which shall be the resale of the Product in the territory or the sale immediately preceding the use of the Product in the Territory) is contracted, pay to the Party B 10 % of the price of that Product under this Agreement at the time that the trigger sale was contracted, which payment shall represe

25、nt a recapture of certain advertising and capital expenditures made by Party B. Nothing contained in this Section shall affect any other right or remedy which Party B may have pursuant to this Agreement.乙方接受并承担任命。A部分，即它在法律上是允许这样做的程度，（i）不得任命任何第三方在乙方代理地区销售甲公司产品，（ii）不得在乙方代理的地区设任何个人或者公司形式的第三方加盟来销售乙方所代理的

26、产品。（三）甲方必须尽最大的努力防止任何其它地区的经销商在乙方所代理的地区出售产品。如果甲方或任何加盟，直接销售任何产品到乙方所代理的地区，或最终转售到乙方所代理的地区（除向乙方或乙方指定的一方出售），要在出销售行为发生之前告知乙方，并须向乙方支付该交易交总额的10。此费用作为补偿乙方所支出的广告和其它的相关资本支出。Party A hereby appoints Party B as its Authorized Dealer Agent to solicit orders for the Products stipulated in Article 6 from customers in

27、the territory stipulated in Article 6. Party B accepts and assumes such appointment. Part A, to the extent that it is legally Permitted to do so, (i) shall not appoint any Party B or agent in the Territory for the Products other than Party B, (ii) shall not, and shall cause any Affiliate not to, kno

28、wingly sell Products to any person other than Part B or a party designated by Party B for use or resale within the Territory, and (iii) shall use its best efforts to prevent any party other than Party B from seeking customers for the Products in the Territory, from establishing any branch related to

29、 the distribution of Products in the Territory, or from maintaining any distribution depot with respect to the Products in the Territory. If Party A, or any Affiliate, sells any Product which is eventually resold in the Territory (other than a sale to Party B or a party designated by Party B) and Pa

30、rty A, or that Affiliate, had reason to know at the time of its sale of that Product that such resale was likely to occur, Party A shall, immediately after the trigger sale (which shall be the resale of the Product in the territory or the sale immediately preceding the use of the Product in the Terr

31、itory) is contracted, pay to the Party B 10 % of the price of that Product under this Agreement at the time that the trigger sale was contracted, which payment shall represent a recapture of certain advertising and capital expenditures made by Party B. Nothing contained in this Section shall affect

32、any other right or remedy which Party B may have pursuant to this Agreement.如果有任何第三方（除乙方和其所属公司）向甲方求购产品，甲方需将求购信息转给乙方处理。If Party A or any Affiliate is contacted by any party inquiring about the purchase of Products in the Territory (other than Party B or a party designated by Party B), Party A shall,

33、or shall cause that Affiliate to, refer such party to Party B for handling.If Party A or any Affiliate is contacted by any party inquiring about the purchase of Products in the Territory (other than Party B or a party designated by Party B), Party A shall, or shall cause that Affiliate to, refer suc

34、h party to Party B for handling.如、如Party B declares that it shall not sell Party A products outside territory outlined in Article 6 without a permission of Party A.乙方声明，在不得到甲方许可的情况下，不得在其代理区外的地方销售第6条所列的产品。Party B declares that it shall not sell Party A products outside territory outlined in Article 6

35、 without a permission of Party A.4. Products产品ProductsLED LIGHTING PRODUCTS: LED tube light, LED bulb light, LED down light, LED Strip Light, etc produced by Party A. The exact list of products is attached to this Agreement as Exhibit A. Goods may be deleted from or added to Exhibit A and their spec

36、ifications and design may be changed by Party A at its sole discretion at any time by mailing written notice of such changes to Party B. Each change shall become effective 15 days following the date notice thereof is sent. LED照明产品：发光管灯，LED灯泡灯，LED筒灯，LED灯条灯，等由甲方的产品。产品名称已例于表A。甲方可以更改产品的设计和规格。任何改动需以书面形式告

37、知乙方。甲方发出通知15天后方可生效。LED LIGHTING PRODUCTS: LED tube light, LED bulb light, LED down light, LED Strip Light, etc produced by Party A. The exact list of products is attached to this Agreement as Exhibit A. Goods may be deleted from or added to Exhibit A and their specifications and design may be change

38、d by Party A at its sole discretion at any time by mailing written notice of such changes to Party B. Each change shall become effective 15 days following the date notice thereof is sent.5. New Products新产品New ProductsIf Company or any Affiliate now or hereafter manufactures or distributes, or propos

39、es to manufacture or如果本公司或任何加盟现在还是以后的生产和销售，或建议制造或distribute, any product other than the Products, Company shall immediately notify, or cause such Affiliate to notify, Distributor of that fact and of all details concerning that product.分发，任何产品比其他的产品，公司应立即通知，或造成这种加盟通知，分销商这一事实，所有有关该产品的细节。Company shall

40、grant, or shall cause the subject Affiliate to grant, such distribution rights to Distributor on terms and conditions no less favorable than those provided in this Agreement with respect to Products.公司应给予，或须安排的条款和条件不低于原来在这方面的协议所提供的产品有利于这一问题给予加盟，这些分销商的分销权。If Company or any Affiliate now or hereafter

41、manufactures or distributes, or proposes to manufacture ordistribute, any product other than the Products, Company shall immediately notify, or cause such Affiliate to notify, Distributor of that fact and of all details concerning that product. Company shall grant, or shall cause the subject Affilia

42、te to grant, such distribution rights to Distributor on terms and conditions no less favorable than those provided in this Agreement with respect to Products.6. Territory领土TerritoryAuthorized Dealer district: Central Europe (the territory of Hungary, Poland, Slovakia, Romania, Checz Republic).授权经销商区

43、：中欧（匈牙利，波兰，斯洛伐克，罗马尼亚，捷克国的领土）。乙方在合约期在些地区销售。不能在合约外的地区销售。And cant solicit orders in the market witAuthorized Dealer district: Central Europe (the territory of Hungary, Poland, Slovakia, Romania, Checz Republic). Part B develops customers in this appointed district during agreement period. And cant soli

44、cit orders in the market without appointment.We dont understand this sentence. Does it mean, that Part B cant solicit orders outside the territory specified?7. Term长期TermThis Agreement shall become effective as of the date hereof upon execution by an officer or other authorized representative of Par

45、t A and by an authorized representative of Part B and shall remain in effect for one year thereafter, the first 6 months of which is the assessment period.本协议从签字之日起生次，有效期为一年。此后的一年，首6个月的评估期，其中。In this period, if Part B cant reach sales target specified in Article 8 , Part A has the right to cancel th

46、is Agreement by sending a written notice to Part B. If Part A does not send a written notice of cancellation within 15 days from the end of the assessment period, the Agreement should stay valid for the whole one year period.在此期间，如果乙方不能达到销售目标（在8中列出），甲方有权取消合同。取消合同需发书面通知。如果甲方在到期后的15天没有发出书面通知，此合同继续生效。生

47、效期为半年。Upon the expiration of this contract, both parts negotiate for renewing or canceling of the contract.当本合同期满，两个部分的谈判延长或取消合同。In the same conditions, Part B has the priority of renew contract.在一样条件下，乙方有优先的续约合同。This Agreement shall become effective as of the date hereof upon execution by an office

48、r or other authorized representative of Part A and by an authorized representative of Part B and shall remain in effect for one year thereafter, the first 6 months of which is the assessment period. In this period, if Part B cant reach sales target specified in Article 8, Part A has the right to can

49、cel this Agreement by sending a written notice to Part B. If Part A does not send a written notice of cancellation within 15 days from the end of the assessment period, the Agreement should stay valid for the whole one year period. Upon the expiration of this contract, both parts negotiate for renew

50、ing or canceling of the contract. In the same conditions, Part B has the priority of renew contract.If Part B meets the Sales targets outlined in Article 8 , Part A can cancel this Agreement before it comes to term only in the following cases:如果乙方符合销售目标概述第部分可以取消该协议后，才长远来说，只有在下列情况下：If Part B meets th

51、e Sales targets outlined in Article 8, Part A can cancel this Agreement before it comes to term only in the following cases: If Distributor shall file or have filed against it a petition in bankruptcy or insolvency or if Distributor shall make an assignment for benefit of its creditors of if Distrib

52、utors viability as a going concern should, in Manufacturers judgment, become impaired;如果经销商应提交的文件或反对在破产或无力偿债或经销商应作出对债权人的利益分配的一份请愿书，如果分销商作为一个持续经营上的可行性，在制造商的判断，成为受损; If Distributor shall file or have filed against it a petition in bankruptcy or insolvency or if Distributor shall make an assignment for

53、 benefit of its creditors of if Distributors viability as a going concern should, in Manufacturers judgment, become impaired; if Distributor degrades and places in bad repute the name and reputation of Manufacturer expressly or by virtue of its methods of handling and/or promoting the Products;如果发行降

54、解并在恶劣的地方声誉的名称和制造商的声誉明示或它的处理方法和美德/或推广产品; if Distributor degrades and places in bad repute the name and reputation of Manufacturer expressly or by virtue of its methods of handling and/or promoting the Products; if Distributor fails to meet any other of its obligations hereunder;如果分销商不能满足其任何本协议的其他义务;

55、if Distributor fails to meet any other of its obligations hereunder;Part B has the right to cancel this Agreement any time by sending written notice to Part A 30 days prior of the time of cancellation.乙方有权取消发送书面通知之前，部分取消的30天时间，阿本协议的任何时间。Part B has the right to cancel this Agreement any time by sendi

56、ng written notice to Part A 30 days prior of the time of cancellation. 8. Sales target销售目标Sales target In the first 6 months after the agreement is signed (assessment period), sales volume should be USD350,000.00 (there is no minimum sales volume monthly). Batch delivery is allowed by party B only i

57、f this does not cause any delay in the shippment of any orders affected.在头6个月后，协议签署（评估期），销售额应该350,000.00美元（没有最低销售量每月）。批量交付乙方时保证不会导致任何延误和空运受影响的任何命令。In the first 6 months after the agreement is signed (assessment period), sales volume should be USD350,000.00 (there is no minimum sales volume monthly).

58、 Batch delivery is allowed by party B only if this does not cause any delay in the shippment of any orders affected.9. Price policy价格政策Price policy9.1. The price will be floated downward 3% on the base of the price list issued in 2009.9.1。价格比2009年的价格下调3%。Company reserves the right, in its sole discr

59、etion, to change prices or discounts applicable to the Products.公司有权自行决定，改变价格或折扣适用于该产品。Company shall give written notice to Distributor of any price change at least 15 days prior to the effective date thereof.价格变动甲方应书面通知乙方。从通知日算起，15天生次。该价目表（其中已包含了3的折扣），是协议的一部分。9.1. The price will be floated downward

60、 3% on the base of the price list issued in 2009. Company reserves the right, in its sole discretion, to change prices or discounts applicable to the Products. Company shall give written notice to Distributor of any price change at least 15 days prior to the effective date thereof. The price in effe

61、ct as of the date of Distributors receipt of notice of such price change shall remain applicable to all orders received by Company prior to that effective date. The pricelist (which already contains the 3% discount) is part of this Agreement as Exhibit B. 9.2. During the agreement period, if part A

62、changes the pricelist, Part A should compensate Part B as follows:9.2。因价格变动，甲方赔偿给乙方的部分如下：9.2. During the agreement period, if part A changes the pricelist, Part A should compensate Part B as follows: 9.2.1. If prices are going down, If Part B has paid but not receive goods, the balance will be compe

63、nsated in next order in the form of payment for goods.9.2.1。如果价格降下来，如果乙方已支付，但还没有收到货物，甲方将补偿这部分因价格变动而产生的差额。余额将在今后订单中扣除。9.2.1. If prices are going down, If Part B has paid but not receive goods, the balance will be compensated in next order in the form of payment for goods. 9.2.2. If prices are going u

64、p, Part A should not change the price for the order which Part B already placed.9.2.2。如果价格上涨，甲方不得对乙方订下的订单有价格更改。9.2.2. If prices are going up, Part A should not change the price for the order which Part B already placedIf the order is placed, but the full price is not paid yet, the prices should not

65、change. .10. 奖金Bonus10.1. 在首个6个月（评估期间），如果乙方能够完成销售目标（第六条），而且完成一整年的目标，A 方将付乙方，发票总金额（除去运费）的2%作为奖金。10.1. In the first 6 months (assessment period), if part B meets the Sales target (in Artice 6) and also reaches the target for the whole year, Party A shall pay Party B 2% of total aggregate amount of the invoice value against the shipments effected as bonus. 10.2 在首个6月（评估期间），如果乙方因不可抗力或者特殊因素，不能完成销售目标，然而双方通过商议后，仍然继续合作，甲方仍需付给乙方发票总金