DISTRIBUTION-AND-SALES-AGREEMENT(产品代理合同)).doc

DISTRIBUTION AND SALES AGREEMENTSANTA CARMEN S.A.ANDCHONGQING LIFAN INDUSTRY (GROUP) IMP. & EXP. CO., LTD.*In Chongqing China, on 15th July 2014, by and between the Chilean firm SANTA CARMEN S.A., company with a corporate purpose of imports and others, TIN No., legally represented by Mr. JUAN PABLO VERGARA CASTRO, a Chilean national, Business Administrator, domiciled in Alfredo Barros Errazuriz N1953 Oficina 303, Comuna de Providencia, Santiago - Chile, hereinafter Santa Carmen, on one part, and on the other, the Chinese company CHONGQING LIFAN INDUSTRY (GROUP) IMP. & EXP. CO., LTD., a company with corporate purpose of exports and others, TIN No. 500106622019718, legally represented by Mr. YANG BO, Executive President, domiciled in No.60 Zhangjiawan, Shangqiao, Shapingba District, Chongqing, the Peoples Republic of China, hereinafter Lifan, parties which have agreed the following distribution and sales agreement with its terms and conditions that the above parties have agreed and are set forth as follows:In the below context, the parties define the Products as motorcycle models that which Santa Carmen has homologated and commercialized in accordance with the marketing plan within the Chilean territory, including the spare parts and accessories.FIRST:PURPOSE OF THE AGREEMENT.Santa Carmen, herein and hereby, undertakes to purchase from Lifan the Products, which it will sell to its final customers. On its part, Lifan undertakes to supply Santa Carmen, in due time and form, the Products described in the corresponding purchase orders.SECOND:TERM.The validity of this agreement will be of 5 years from its execution and any extension of it may only be for 5 years. The parties will have, before the end of the validity of this agreement or any of its extensions, a 1-year term for notifying the other of their intent to extend or terminate this agreement or any of its extensions. Absent said notice, this agreement or any of its extensions will be deemed extended for a 5-year term. Minimum order of Santa Carmen in the year of 2015 from1 Jan., 2015 to 31 Dec., 2015 shall be not less than 1 million U.S.dollars with the basic growth of 20% each year.Notwithstanding the above, Santa Carmen will propose to terminate this agreement and/or any of its extensions by giving the written notice 3 months in advance and subject to the written consent by Lifan should it have made all commercial efforts and the market has not responded as per the sales expectations of the Products. Likewise, having been met the commercial aims self-imposed by the Parties, Lifan may not, at any time, terminate this agreement or its extensions.THIRD: TERRITORIALITY.In this agreement, the term territory refers to the geographic area and the customers within said geographic area, which is the territory of the Republic of Chile. Upon the written approval by Lifan, Santa Carmen is entitled to extend the territory as per its needs and possibilities, e.g. Latin America.FOURTH:EXCLUSIVITY.This agreement is of an exclusive and excluding nature, i.e., the distribution of the Products of Lifan will be exclusively of Santa Carmen and/or any of its related companies for commercializing the Products that Santa Carmen has homologated and commercialized in accordance with the marketing plan within the Chilean territory. No other legal entity and/or individual, Chilean or foreign, governmental or not and/or of any kind and/or condition may commercialize the Products save they have authorization in writing by Santa Carmen. The above being said, Lifan shall guarantee the most strict exclusivity for the motorcycle models that Santa Carmen finally chooses to homologate on the basis of this Agreement. However, Santa Carmen shall make the prudent investigation for the Products with regard to the patents, intellectual property rights and other proprietary rights in Chile, which Santa Carmen shall take the necessary measures to avoid the inconveniences.Finally, should Santa Carmen could not or did not want exercise the above established preference and exclusivity, Lifan may offer other actors in Chile the Products, but in the same commercial conditions offered to Santa Carmen, which shall be disclosed should it so happen. However, the Products may not have the trademark SKYGO that is exclusive of Santa Carmen as is set forth by Clause Fourth.Now, the parties agree that, once expired any other agreement that on the date of execution herein, was in force in Chile on the part of Lifan with other trademark and other distributor, Santa Carmen will have the above detailed priority and exclusivity.FIFTH:REPRESENTATION.Santa Carmen will make its better efforts as to requesting purchase orders and promoting the sales of the Products of Lifan, including to that end providing time and staff and thus undertakes, among other things, to visit old and new customers regularly, provide training and/or seminars and attend these while this agreement or any of its extensions is in force. On its part, Lifan undertakes to see that the Products fulfill with the quality, price, technology and design standards as per the conditions of competition of the local market. Lifan also expresses its intention to adapt and/or modify its models, and new developments at the sole requirement of Santa Carmen, if it was possible, so to facilitate their commercialization. Now, and notwithstanding the above, the Products shall always have and fulfill at all times with the homologation regulation in force in Chile and that which by new laws is enacted to that end and, Santa Carmen undertakes to timely inform Lifan of any amendment to the homologation regulation in force, so that the latter takes all necessary steps to ensure the commercial continuity of this agreement. Finally, and in the above-described sense, Lifan undertakes to ship in 60 days the motorcycles, spare parts, accessories for the mature models without any modification or change after receiving the original L/C or down payments. For the motorcycles modified and new developments commissioned, the delivery time shall be assessed and determined individually.SIXTH:TRADEMARK.In relation to the trademark SKYGO to be commercialized by Santa Carmen and subject matter of this agreement and regarding which Santa Carmen will make a number of investments, both parties agree that they shall be extremely cautious in its use, of the name itself, of images and logos that were used in its publicity. SEVENTH:SUPPORT BY THE COMPANY.Lifan undertakes supporting all of Santa Carmens efforts and providing it in this sense information as to prices, technique and any other information regarding the promotion for the sale of the Products. Lifan also undertakes providing Santa Carmen the necessary information regarding delivery itineraries, product availability and other information Santa Carmen may reasonable request from Lifan. Finally, Lifan undertakes to support the establishment of the trademark in the national territory, delivering annually a budget to that end, which is to be approved and accepted previously by both contracting parties. The conditions of amounts, forms and terms of this budget will be determined in an Annex to this agreement, which will be annual, with and special effort and commitment at the launching of SKYGO brand in Chile and also during the first year of sales.EIGHTH:LEGAL COMPLIANCE AND COMMERCIAL PRACTICES.As per the responsibilities set forth herein, Santa Carmen and its dependents shall comply at all times the legal regulations of the territory in which are being carried out the above described commercial activities, especially those regulations regarding asset laundry, illegal payments, bribes and payment of taxes and shall also comply with all such requirements regarding fulfillment of the commercial policies and behavior standards for commercial transactions. This agreement comprises, without being final, the obligation not to pay or offer paying, offer or not promise offering authorizing the direct or indirect payment of any amount or value to any person, whether a legal entity or an individual, or authority or non governmental, for purposes in influencing in any of the decisions of these people. Finally, no owner, stockholder, officer and/or employee of Santa Carmen may, during the validity of this agreement, simultaneously to that capacity, be in the employment of the Chilean Government.NINTH:PAYMENT TERMS AND DATES.The purchases of the products, motorcycles, accessories, spare parts and/or new developments will be made on the part of Santa Carmen prior opening of the corresponding Banking Letter of Credit in favor of Lifan, for the amount of it, which will have a term on the account of the provider of 90 days from the submission of the bills of lading. As to the purchase orders, Lifan may not determine the price for their sale in Chile of the Products, prerogative that will be exercised solely by Santa Carmen at its discretion. TENTH:TAXES.Santa Carmen will be responsible for the payment of all taxes accrued in relation to the distribution or sale of the Products, related to the corresponding purchase orders. ELEVENTH:APPLICABLELAW AND ARBITRATION.This agreement,