电力系统(EE21独家代理).doc

DISTRIBUTOR AGREEMENTCHAPTER ISubject matter of the contract:the companyE + E ELEKTRONIK Ges.m.b.H.registered inLangwiesen 74209 EngerwitzdorfAUSTRIA- which is hereinafter called the Manufacturerdelegates to the company Ten young Mechanical & Electronical Tech Co.,Ltd. Room712,Development Mansion,Ningbo Free Trade zone,315800 China - which is hereinafter called the Distributorthe non-exclusive distribution 电力系统（EE21独家代理），订10（）开模具in the territory of其它领域（工业/农业/气象）其它产品代理浙江地区不允许有E+E公司产品的其它代理商- which is hereinafter referred to as Territoryfor the following products:EE21(广告现货供应)，EE36，EE35，EE08，EE23，EE29-EE31。开发变送器（CO2，温湿度）- which is hereinafter referred to as ProductsCHAPTER IIDuties of the DistributorArticle 1. - Legal situation of the DistributorThe Distributor shall buy and sell in his own name and for his own account. He shall act as independent trader towards both the Manufacturer as well as the customers. He shall effectively promote the sale of the Products in the Territory, without being authorised to act in the name of the Manufacturer. Furthermore, he shall safeguard the interests of the Manufacturer with the due diligence of a responsible businessman and shall always keep the Manufacturer informed of his activities as well as of the market conditions within the Territory.Article 2. - Prices and conditions of sale and resale2.1The Distributor shall be free to fix his resale prices.2.2The Distributor shall sell the Products specified in Chapter I with the trade-mark and/or appearance prescribed by the Manufacturer.2.3 All sales between the Manufacturer and the Distributor are based on the conditions attached hereto (Appendix 1). The sums due to the Manufacturer shall be paidin EURO currency to the account no.: 121-2683/87at the Bank OBERBANK SALZBURG (BLZ 15090). The term of payment is 30 days net by T/T.Article 3. - Obligation to buy a minimum quantityThe minimum sales quantity of the Distributor in the year will be Euro . 50000EuroFor future business years the minimum net sales will be agreed upon the general business situation.If the Distributor does not fulfil this obligation, the Manufacturer shall be entitled to terminate the Contract on giving three months notice by registered letter.Article 4. - Publicity and fairsThe Distributor shall advertise the Products within the Territory. The costs of the publicity shall be borne by the Distributor.The Distributor shall inform the Manufacturer in good time of any contemplated participation in fairs and exhibitions. The exhibition costs will be divided up according to an agreement between the Manufacturer and the Distributor.Article 5. - Prohibition of competition during the term of ContractThe Distributor shall not manufacture or distribute products which compete with the Products. Therefore, the Distributor shall not, directly or indirectly, deal in any capacity with competing products within the Territory.If the Distributor wishes to sell non-competing products of another make or if, at the date of the formation of the Contract, he does so already, he shall inform the Manufacturer. If he undertakes such an activity, the regular performance of his obligations towards the Manufacturer must not be prejudiced thereby.Article 6. - Trade secretsThe Distributor shall not, even after the expiration of the Contract, use or communicate to third parties any know-how or trade secrets which he may have in any way learned through his activity for the Manufacturer.Article 7. - Appointment of sub-distributors and/or agentsThe Distributor shall always keep the Manufacturer informed of the activities of those sub-distributors and commercial agents in the Territory.Article 8. - Prohibition to sell outside the Territory明确哪些The Distributor shall refrain, outside the Territory, from seeking customers for the Products, from establishing any branch, or from maintaining any distribution depot.Article 9. - Assistance against unfair competition and infringement of industrial property rightsThe Distributor shall inform the Manufacturer of all acts of unfair competition affecting the latter and of all infringements of industrial property rights of the Manufacturer which come to his notice. He shall assist the Manufacturer to the best of his abilities to protect himself against such acts and infringements.Article 10. - Minimum stocksThe Distributor shall maintain at his own cost a stock of the Products, as well as a stock of corresponding spare parts. The depot shall contain the minimum stock adjusted to the market and to the sales situation.CHAPTER IIIDuties of the Manufacturer Article 11. - Documents and advertising materialThe Manufacturer shall assist the Distributor in giving him all necessary documents, prospectus and price-lists, which remain the property of the Manufacturer, unless the contract provides for their transmittal to customers.Article 12. - The Manufacturers right to conclude direct contractsThe Manufacturer undertakes to sell within the Territory only to the Distributor. He shall not appoint another person or another firm for the sale or the representation of his Products within the Territory. Article 13. - Permission for, or prohibition of, other distributors of the Manufacturer to sell outside their contractual territory?/The Manufacturer is entitled to sell his Products to customers outside the Territory, even if the latter intend to export to the Territory. The Manufacturer shall impose on his other distributors obligations which correspond to those provided in Article 8. in respect of the Distributor.CHAPTER IVPurchase prices for the DistributorArticle 14. - Distributor price-listThe Distributor buys the products from the Manufacturer according to the valid net-price list. If there is, for reasons of price, the necessity of supplying the products of the Manufacturer directly to the customer and there is no other appointment, the Distributor shall receive a commission, which will be agreed separately, and is calculated on the basic of the invoiced net sales price.CHAPTER VDuration of the ContractArticle 15. - Expiration of the ContractThe contract is concluded for an indefinite period. The Contract may be terminated by giving three months notice by registered letter.It shall not, however expire before .(2010/01/01?)Article 16. - Early terminationWithout prejudice to any express provisions for termination contained herein, the Contract may be terminated immediately by registered letter in case of any fundamental breach of the Contract. Such termination may also take place where the legal structure or ownership of one of the parties has changed in such a way as seriously to affect the result that the other party could reasonably expect from the contract.Article 17. - Return of information and advertising materialOn the expiration or termination of the Contract, the Distributor shall return to the Manufacturer all information and advertising material he possesses as well as the documents specified in Article 11, placed at his disposal by the Manufacturer.Article 18. - Disposal of stock and settlement of current orders on the expiration of the ContractOn the expiration or termination of the Contract, the provisions of the Contract shall continue to govern the liquidation of the stock held by the Distributor in accordance with Articles 10 as well as orders not yet executed.Article 19. - Indemnity and compensationNo claims for indemnity or compensation can be lodged by reason of the termination of the Contract, save where these claims are based on breach of contract by one of the Parties.CHAPTER VIVarious thingsArticle 20. - Law applicabl