通用代理协议英文.doc

DISTRIBUTION AGREEMENTBETWEEN :Argus Technologies LTD.7033 Antrim Ave.Burnaby BC Canada (hereafter “Argus”)Fax: (604) 436-1233a company duly incorporated under the laws of Canada that researches ,develops and sells telecommunications Power SystemAndBeijing Telecommunications Equipment Factory (also known as Ministry of Post and Telecommunications Factory 506MPT506)Jiang Lia LuBeijing ,China (hereafter “BTEF”)Fax: (8610)6437-6891a company owned indirectly by the government of China and duly incorporated under the laws of China , which manufactures and sells telecommunications productsArticle 1. Purpose of the Agreement:For Argus to appoint distributors of its Telecommunication products in the Peoples Republic of China.Article 2. Authority to Contract:Prior to or coterminous with the signing of this Agreement , all parties to the Agreement shall provide notarised documentary certification from the appropriate authorities in Canada or the PRC , as the case may be , confirming their legal status and specifically capacity to execute this Agreement.The persons executing this Agreement on behalf of their company hereby warrant that they have received all necessary authorisation and that they are in all respects legally authorised to sign this Agreement on behalf of their company , and that they have full legal capacity to do so , and they assume full personal responsibility in the event that they should be found not to have obtained full and proper authorisation to execute this Agreement.Article 3. Expenses:Each party to this Agreement is liable for the expenses it incurs or agree to incur under this Agreement. No party to this Agreement may commit any other party to pay any expanses except with the express written agreement of that other party.Article 4. Appointment:Argus hereby appoints WPT as exclusive distributor of Argus products in the PRC (“Distributor”) and WPT hereby appoints BTEF as exclusive “Sub-Distributor” of Argus products in the PRC.Argus hereby stipulates and WPT and BTEF , and each of them , hereby recognises and acknowledges that neither WPT nor BTEF have any authority under any circumstances whatsoever to appoint further sub-distributors.Article 5. No Agency:The authority of WPT and BTEF is strictly limited to that of an independent contractor and neither BTEF nor WPT shall be deemed to be an employee or agent of Argus . Each party shall have , as between the parties , the exclusive right to select , engage , fix the compensation of , discharge , and otherwise to supervise and control the persons hired by it and shall , with respect to all such persons , perform all obligations and discharge all liabilities imposed upon employers under labour , wage hours , workmens compensation , unemployment compensation or insurance , social security and other federal , provincial and municipal laws and regulations . Neither BTEF nor WPT shall list its place of business as a general office of Argus.Neither BTEF nor WPT shall have any authority , right , or power whatsoever to enter into a contract or commitment on behalf of Argus or obligate or bind Argus in any way , nor shall BTEF or WPT hold themselves out as having any power , right , or authority to do so .Article 6. Distribution Rights and Exclusivity of Distributor Appointment:WPT and BTEF shall have the exclusive right to purchase Argus products for resale in China , subject to the following conditions and limitation:a) Argus and WPT and BTEF mutually recognise and agree that , because of the global nature of Telecommunications , Argus may not be able to prevent its products from being sold in the PRC through other channels (including but not limited to distributors , integrator and customers based in Hong Kong, Macau ,USA, Canada ,etc.)b) In the event that Argus identifies an actual or potential customer in the PRC to whom BTEFs sales have not been successful , Argus shall formally request BTEF to sell to that customer or to increase the sales to that customer , as the case may be . i) If BTEF dose not make a first sale or increase the level of sales , as the case may be , to the customer so identified by Argus within six months of formal notification by Argus , Argus shall have the right to sell directly to that customer . Article 7. Territorial Restriction on Distributor Appointment: BTEF and WPT shall ordinarily solicit orders for the resale of the products solely form persons , firms or corporations located in the PRC and are expressly prohibited from selling Argus products to any entity which they know or should know will re-sell said Argus products outside the PRC. Argus will consider specific requests from WPT and/or BTEF for exemption from the requirements of this article on a case by case basis. Such exemption by Argus shall only be effective if given by Argus in writing . Furthermore , any such exemption shall not constitute a waiver of the requirements of this Article , which shall continue in full force and effect notwithstanding the granting of exemption in any individual case . Argus recognises that WPT/BTEF may not be able to prevent Argus products being sold outside the PRC through other channels such as customers who integrate or supply turn key projects.Article 8. Reporting Requirement:WPT and BTEF shall use their best efforts to furnish Argus with such reports on market condition as Argus may deem adviseable or necessary from time to time .in addition , WPT and BTEF shall provide to Argus on a quarterly basis particulars of overall sales of Argus products and shall specifically identify all new customers obtained .Article 9. Manufacturing Of Argus Design Products or Products Derived From Argus Design Products:Argus owns the technology and designs incorporated in all its products and , in the absence of specific provisions to the contrary in this Agreement, does not confer upon BTEF or WPT any right whatsoever to manufacture Argus products.Unless specifically authorised by the provisions of separate “Licence to Manufacture Agreement” for Argus products , BTEF and WPT ,and each of them ,and any parties related to them ,shall not , and shall ensure that their employees shall not ,directly or indirectly manufacture any power products similar to or derived from products which Argus designs or manufactures , nor will they distribute any products not manufactured by Argus that are similar to or derived from Argus products. BTEF and WPT moreover warrant that neither they nor any other entities related to them or controlled by them shall directly or indirectly manufacture any power products similar to or derived form products which Argus designs or manufactures , nor will they distribute any products not manufacture by Argus that are similar to or derived from Argus product.BTEF and WPT and each of them shall not , and shall ensure that all their employees , other individuals and corporate entities related or affiliated to either of them shall not manufacture AC to DC rectifiers , DC to DC converters, or supervisory panels that resemble in any form , or are derived from , the Argus AC to DC rectifiers or DC to DC converters, or supervisory panels(for example all Argus past , present and future products , including but not limited to the RST 48/50,RST 48/100,RST 24/100, REM 48/30 ,RSM 48/50 , RSM 48/100 , RSM 24/100 , RSM 48/30UPF , RSM 48/50UPF , RSM 48/100UPF , RSM-)in terms of mechanical design , circuit board layout , or electrical schematic design at any time during and following the termination of this agreement .In consideration of the distribution right granted by Argus to WPT and BTEF , WPT and BTEF , And each of them , shall not purchase , import , sell , distribute , manufacture or otherwise deal in any product competitive with or similar to Arguss products. Moreover , WPT and BTEF , and each of them , shall not and shall ensure that their employees do not , directly or indirectly , compete with Argus or imitate or copy any Argus products or have an interest in any business or enterprise which shall compete which Argus or imitate or copy the Argus Products which WPT and BTEF are authorised hereunder to distribute.The parties to this Agreement hereby explicitly recognise and agree that the foregoing covenant is reasonable and equitable in all the circumstances.Article 10. Commercial Terms:The standard payment terms(all in $US to Argus) for Argus product sold to WPT and BTEF are 50% down payment with order and 50% before shipment ; or Letter of Credit for 100% of order value , opened at time of order , unless non-standard terms are mutually agreed in writing by the parties. BTEF and WPT are jointly and severally liable to Argus for payment for product purchased by either BTEF or WPT . Where payment is by letter of credit , WPT and BTEF shall use the exact letter of credit format specified by Argus . Unless agreed otherwise in writing Argus product shall be shipped FOB Argus factory.Article 11. Quoted Ship Dates:Argus quotes ship dates in original quotations as “After receipt of both order and 50% down payment or valid Letter of Credit to Argus format (ARO). This original quoted ship date is valid for 5 days after quotation date as factory loading may change causing ship dates to increase or decrease.Article 12. Actual Shipment Date Of Product From Argus Factory:Normally product will be shipped from the factory on the ship date formally acknowledged by Argus to the ordering party after their order is processed by Argus. In the case of a delay in the shipment date (e.g. due to parts delays) beyond the Argus acknowledged date , Argus will not be subject to penalties of any kind unless agreed to in writing by a signing officer of Argus.Article 13. Specifications:The specifications for products sold by Argus are as published in the date sheets printed by Argus or those agreed to in writing by Argus as part of a response to a WPT request to quote. WPT and BTEF shall not make any oral or verbal representations regarding the capabilities or specifications of Argus products unless Argus has provided this information in writing .Article 14. Warranty:The Argus standard warranty is FOB Argus factory 16 months after shipment from Argus factory and applies to product purchased by BTEF and WPT.If Argus product is found to be defective out of the box , Argus shall be liable to WPT or BTEF only for its replacement , FOB point of manufacture , and then only if notified in writing of such defect within three moths from the date of delivery to BTEF or WTP , in no event shall Argus be liable to BTEF or WPT for any special , contingent or consequential damages, nor for machine work , labour charges or other expenses incurred all other warranties either expressed or implied and whether oral or in writing save those provided by statute which are not capable of being waived.BTEF and WPT shall extend to their customers only the standard Argus warranty in force at time of sale.In the event that either BTEF or WPT should extend any additional warranty enlarging the scope or period of warrant or undertaking a warranty of fitness for any particular purpose or any other obligation not specifically encompassed in the standard Argus warranty , WPT and/or BTEF shall be solely responsible therefor and shall so advise the customer , and neither BTEF nor WPT nor their customers shall have any recourse against Argus . Moreover , BTEF and/or WPT , as the case may be ,shall indemnify Argus against any liability arising out of any warrant or representation not herein expressly authorised.Argus does not , in any way , assume responsibility for misapplication by BTEF or WPT or its customers of any product ; BTEF and WPT and each of them agree that any claims arising from such misapplication shall be handled by BTEF and/or WPT directly .BTEF and WPT shall honour the Argus standard warranty and perform , at no cost to the customer , any repairs or other work covered by such warranty on any defective product which they have sold to the customer ; alternatively , BTEF and WPT shall promptly return such defective product to Argus on behalf of the customer and simultaneously arrange for its replacement .Article 15. Confidentiality:Argus and WPT and BTEF shall fully protect all confidential information and shall not release to any other party any confidential business matters . Without in any way whatsoever limiting the generality of the foregoing sentence , it is understood that this includes all technology supplied by Argus including products , spare parts , drawings , designs and manuals as well as pricing information and any information deemed by Argus to provide Argus a competitive advantage . Argus and WPT and BTEF shall not use any confidential information obtained from each other through this Agreement for any purpose other than the purpose of this Agreement . WPT and BTEF recognise that Argus has developed Arguss products , methods and techniques of doing business through the expenditure of substantial time and money , and techniques , to the extent they are disclosed to WPT and/or BTEF , are considered confidential and trade secrets . WPT and BTEF further recognise that disclosure of Arguss products , methods , and techniques of dong business , as well as other confidential information or trade secrets , would result in substantial injury to Argus . WPT and BTEF shall not , and shall take all possible measures to ensure also that their employees , servants , agents , affiliates , or related companies of whatsoever nature shall not at any time directly or indirectly furnish to any person not directly affiliated with Argus any information as to Arguss confidential information , trade secrets , methods or techniques or any information which may be contained in the training , operation or other manuals which have been supplied to WPT and/or BTEF by Argus except as consented to in writing by Argus . WPT and BTEF shall not , and shall use their best efforts to ensure that their employees , affiliates and contracting any confidential information , trade secrets , methods or techniques of ding business , engineering and/or production methods of Argus learned from Argus . WPT and BTEF hereby specifically recognise and acknowledge that it would cause substantial injury to Argus if , at any time , WPT or BTEF , or their past or present employees , or their relatives or their affiliated or related companies or contracting parties should use or duplication an any way , any of the knowledge , know-how , or expertise received form Argus for any purpose other than to facilitate the sale of Argus products and services in accordance which this Agreement.Article 16. Damages:Any breach of this Agreement by BTEF or WPT whit respect to confidentiality or to ownership of Argus designs by themselves or by any party related to BTEF or WPT will render BTEF and WPT and each of them jointly and severally liable to Argus for damages incurred by Argus in the form of lost profits , loss of confidential information , or loss of sales.Article 17. Default:A state of default shall be deemed to have occurred if : The corporate name of any party to this agreement is changed; or if The corporate ownership of any party to this agreement is changed; or if Any fundamental term of this agreement is breached; or if The business scope of any party to this Agreement is changed; or if Any Argus products are misrepresented by WPT or BTEF.If , in the opinion of a non-defaulting party , the default can be remedied then written notice to correct the default within 20 working days can be sent by a non-default party to the defaulting party . If the default is not totally remedied before the expiry of 20 working days from the date on which notice is received by the default party , then the non-defaulting party which has served notice to the defaulting party may terminate this agreement by written notice to the other parties.If the default is not remediable then such non-defaulting party may terminate this Agreement by written notice to the other parties . If a remediable default by one party occurs more than once then either non-faulting party may terminate this Agreement by written notice to the other parties.Notwithstanding the stipulation in Paragraph one of this Article 17 that change of name or corporate ownership by any party to this Agreement shall be deemed a default , any party wishing to change its name or corporate ownership may give a minimum of 30 days written notice of such change to the other parties to this Agreement , setting out in detail the proposed change of name or ownership . If all parties to this Agreement do not agree in writing to the proposed change of name or corporate ownership during the notification period and the change then occurs , the terms of default shall then apply per this Article 17 .“Fundamental term”, as used in this Article 17 , includes but is not limited to the following articles of this Agreement:a) Article 4. “Appointments”b) Article 5. “No Agency”c) Article 6. “Distribution Right and Exclusivity of Distributor Appointment”d) Article 7. “Territorial Restriction on Distribution Appointment”e) Article 9. “Manufacturing of Argus Design Products or Products Derived From Argus Products”f) Article 10. “Commercial Terms”g) Article 13. “Specifications”h) Article 14. “Warranty”i) Article 15. “Confidentiality”j) Article 19. “Use of Argus Name , Patents and Trademarks”k) Article 23. “Joint and Several Liability”Article 18. Termination:Upon termination all parties to this Agreement shall return all