DISTRIBUTION AGREEMENT代理协议

DISTRIBUTION AGREEMENTBETWEENDoogee, a company incorporated under the Laws of China, and having its registered office at _ herein after referred to as “Supplier”(which expression unless it be repugnant to the context and meaning thereof mean and include its successors and assigns) of the ONE PART :ANDLLC “DISTRIBUTION CENTRE”, having its principal place of business at Property 6, Leningradskaya str. 39, Khimki, Moscow Region, Russia, 141400 hereinafter referred to as “Distributor” (which expression shall ,unless it be repugnant to the context and meaning thereof mean and include, in the event of being an individual , his/her heirs executors and administrators ; a sole proprietary concern, his/her heirs executors and administrator of the sole proprietor; a company its successors and permitted assignees; a partnership firm, the partners for the time being of the firm, the survivor or survivors of them and the heirs executors and administrators of the last surviving partner, of the OTHER PART:Signed Moscow, 01.03.2016WHEREAS, Supplier design, manufacture, exports and sells various Supplier branded products for end users. Supplier is interalia engaged in manufacturing and selling Supplier branded products and re-selling third party products (collectively “Products”) to customers directly.WHEREAS the Distributor has expressed its desire to re-sell Products in the Territory; AND WHEREAS, Supplier, based on the aforesaid representation, has agreed to appoint Distributor subject to such terms and conditions stated hereunder.1. DEFINITIONSIn this agreement, unless the context otherwise requires, the following expressions have the following meanings:Agreement: means the Supplier Consumer Distributor Agreement, including the Schedule Supplier Authorised Representative: Suppliers authorised representative shall be the Director, Vice President and General Manager or any other person authorized by Supplier.Products: means Mobile handsets but not spare or replacement parts supplied by Supplier (but not necessarily manufactured, assembled or, in the case of software, owned by Supplier or any of its subsidiary companies or affiliates) to the Distributor.Commencement Date: means the date upon which this Agreement shall become effective as specified in the Schedule.Intellectual Property Rights: means patents, trade and service marks, registered designs, applications for any of the foregoing, copyrights, design rights, know-how, confidential information, trade and business names and any other similar protected rights in any country.Marks: Suppliers trade marks and service marks as created from time to time.Invoice Price: means, in relation to the purchase of Products, the amount invoiced by Supplier to Distributor excluding all country, provincial, state and local sales, use, value added, excise, privilege, franchise and similar taxes, duties or levies and any transport and insurance charges included in such invoice.Documentation: means literature accompanying the Products.Territory: means the Territory as specified in the Schedule.Year: means a period of 12 calendar months.Supplementary Agreement means the further agreement(s) as may be executed between the parties to include such other commercial terms and conditions which are not incorporated in this Agreement.2. APPOINTMENT2.1 Supplier hereby grants to Distributor the exclusive right for 12 months from the date of signing of this agreement to market and distribute, on its on account, the Products in the Territory unless mutually agreed to terminate the agreement earlier. 2.2 Distributor shall perform its obligations hereunder in accordance with all reasonable instructions which Supplier may give Distributor from time to time.2.4 Distributor shall not be entitled to any priority of supply of the Products over Suppliers other customers (including other distributors) and Supplier may allocate production and delivery among its customers, other distributors as it sees fit.2.5 Distributor represents and warrants to Supplier that it has the necessary ability and experience to carry out the obligations assumed by it under this Agreement and that by virtue of entering into this Agreement it is not and will not be in breach of any express or implied obligation to any third party binding upon it.3. DURATION合同期限Subject to earlier termination as hereinafter provided, this Agreement shall commence on the Commencement Date and shall continue for 12 months from the date of commencement “Initial Period time” unless Supplier has given notice of its intention not to sign a new Distributor Agreement with the Distributor in which event this Agreement shall expire forthwith on the expiry of the Initial Period or the date of the notice from Supplier whichever is the later. The Distributor acknowledges and agrees that there is no promise or assurance of any continuation of any business relationship which is entirely at the discretion of Supplier.4. SALE, PURCHASE, RETRUN OF THE PRODUCTS AND SUPPORT4.1 List of the Products and targeted quantities are agreed in Addendum 1 to the present Agreement. The number and frequency of Purchase Orders are not limited. The Invoice prices for the Products are to be specified in Addendum 2 to the present Agreement. 产品及产品的数量，发票价格4.2 The product sold to the Distributor shall not be returned to Supplier during continuation of this Agreement or any time thereafter/termination of Agreement.合同签订之后便不允许退货。4.4 Supplier reserves the right to approve customers/ re-sellers that the Distributor can market the Products to.我们保留对方把货卖给谁的批准权。4.5 Supplier will provide price list to the Distributor containing the Recommended Distributor Transfer Price applicable to the Territory for all products. Supplier shall revise and/or confirm the pricing on a monthly basis to the Distributor. 4.6. Distributor must notify Supplier within seven (7) working days from the date of receiving Products of any short shipped, wrong shipped, defective and damaged Products. Supplier at its discretion may repair, replace or refund for the Products notified. No claim in this regard will be accepted by Supplier from Distributor after expiry of said 7 seven days period. Only within article 4.6 the date of receiving the Products by Distributor shall be understood as the date on the Russian customs import declaration.4.8 All incentives, schemes and any other payout given by Supplier to Distributor, shall be inclusive of all taxes, if any. Any other tax liability arises in the future for these schemes, incentives or any other payout, will be the liability of the Distributor.我们给经销商的接各位含税价。4.9 Purchase Orders. Distributor shall order Products from Supplier by executing and delivering by e-mail a written Purchase Order in accordance with the quotation issued by Supplier. Once a Purchase Order has been accepted by Supplier, Supplier shall not change any prices within such Purchase Order. Purchase Orders are non-cancellable and irrevocable unless in accordance with article 0 Purchase Orders should be signed by Distributor and should be sent to Supplier by the means agreed to between the Parties. Standard product lead time from the placement date of Purchase Order is eight (6) weeks after Distributor has received SUPPLIERs acceptance for such Purchase Order. Purchase Order acceptance to be sent to Distributor using the same delivery method as the Purchase Order being accepted. Purchase Orders submitted in accordance with this Section shall be deemed accepted by SUPPLIER unless rejected in writing by SUPPLIER within 5 (Five) business days from the date of their receipt by SUPPLIER. Should SUPPLIER reject any Purchase Order placed by Distributor, SUPPLIER shall be obligated to notify Distributor of the grounds for rejection. In the event of a conflict or inconsistency between the terms and conditions of a Purchase Order and this Agreement, the terms and conditions of this Purchase Order shall control to the extent of the conflict or inconsistency.4.11. Shipment Delay. Supplier will deliver the products to the distributor within the term stipulated in article 4.10. In case Supplier is unable to deliver the Products in the Purchase Order within the specified term the Distributor has the right to cancel the Purchase Order without any penalties in which case Supplier undertakes to return the payment in full to Distributor within 5 working days from such cancellation date. 4.12.Invoicing. SUPPLIER shall issue signed invoices for payment as part of export documents. 4.13.Order Changes. Distributor and Supplier reserves the right to reschedule delivery under Purchase Orders, within the first 10 (ten) calendar days of the Purchase Order release. Distributor and Supplier may re-schedule delivery under the Purchase Orders with a maximum delay in delivery of ten (10) working days from the original agreed delivery date, however,the Purchase Order released by Distributor is not cancellable (except for shipment delay as described per article 4.11). Notwithstanding the foregoing, the reschedule shall also meet and satisfy the 6-week lead time required by SUPPLIER as described in Section 4. Delivery Schedule. Upon receipt and acceptance of a Purchase Order from Distributor in accordance with Section 4.10 above, SUPPLIER shall cause the ordered Products to be delivered to Distributor in accordance with FCA terms airport Hong KongOr specify another delivery location (FCA is defined in the “INCOTERMS 2010” as published by the International Chamber of Commerce). SUPPLIER undertakes to supply the following documents to Distributor along with the Products: Original air way bill; Original invoice 2 copies; Original packing list; Copy of export declaration with translation into English; Original Certificate of Origin.第四，第五可以不要，不然太麻烦！The parties agree that the delivering country is Hong Kong, China.4.15.Packing and Marking. Both parties agree that each pallet shall be numbered and labeled with Distributors Purchase Order number, designation of the Products, quantity and weight. Each pallet shall contain an itemized packing list which includes Distributors Purchase Order number, designation of the Products, quantity and weight. All items included with each shipment must themselves be marked with a serial number, when applicable, in barcode and human readable format. Such Packing and Marking criteria shall be agreed upon and complied with by both parties. If SUPPLIER does not comply with such criteria, SUPPLIER shall bear the costs incurred by Distributor due to SUPPLIERs failure to meet the Packing and Marking requirements. Supplier shall provide a digital list of all the IMEIs shipped within a Purchase Order to the Distributor.5. DISTRIBUTORS OBLIGATIONS5.1 Marketing and Promotional ActivitiesDistributor shall:5.1.1 use its best endeavors to promote and extend the sale and use of the Products throughout the Territory including preparing sales literature, giving presentations to customers and potential customers, participating in marketing events and programmes (eg advertising, training events, trade shows and seminars) and managing public affairs activities agreed between Distributor and Supplier; 在当地推广的动作和方式。5.1.2 work in conjunction with Supplier to prepare a marketing and sales plan for all activities listed in Clause 5.1.1 such as Supplier, in its sole discretion, may determine appropriate for the Territory;出一个市场推广和销售的计划。5.1.3 not by itself or with others participate in any illegal违法的, deceptive欺诈的, misleading错误的 or unethical违反道德的 practices including, but not limited to, disparagement of the Products or Supplier, its subsidiary companies, affiliates or alliance partners or other practices which may be detrimental to the Products or thepublic interest;5.1.4 not make any promises or representations or give any warranties or guarantees in respect of the Products except such as are consistent with those in the Documentation or which otherwise accompany the Products or as expressly authorised by Supplier in writing;5.1.5 at all times employ an adequate number of sales staff dedicated to Supplier having sufficient expertise to sell the Products. A list of such staff will be made available to Supplier on request. 5.1.6. No domain name or urls containing the word “Supplier” shall be registered by Distributor (or on its behalf) in the Territory (or elsewhere) without the prior written consent of Supplier;5.1.7 use its best endeavors to follow up on all leads provided by Supplier to Distributor and shall provide Supplier with daily and weekly reports on all sales and related activities undertaken in connection with such customers (it being acknowledged and agreed that Supplier shall have no obligation to provide such leads to Distributor at any time);5.2 SALES TARGETS5.2.1 Before the Commencement Date, Supplier and Distributor shall agree on monthly or/quarterly and/or annual sales targets for Distributor which shall be set out in the Schedule. The Schedule may also specify the mix of Products to be achieved by the Distributor. Supplier reserves the right to revise the sales targets at any time at least three (3) days before the end of such month or / quarter or/ year (such revision to be in writing), and such revision shall be effective for the immediate next month or / quarter or/ year, as the case may be. 5.3 REPORTS AND MEETINGS5.3.1 At the beginning of every month, the Distributor shall provide Supplier with a 3 month rolling forecast of its requirements for the Products (including product mix and quantities) together with details of inventory status.5.3.2 The Distributor will also attend such meetings and provide such additional information and reports as is reasonably required by Supplier, including but not limited to weekly sales funnel and marketing activities proposed.5.3.3 When requested, Distributor will provide customers purchase order prior to shipment of Products by Supplier.5.3.4 All such reports shall be in English and in such format as specified by Supplier.5.3.5 Distributor shall provide a report of the inventory of stock on the last day of each week to Supplier.5.4 PAYMENT5.4.1 Invoice and Payment Terms. Unless credit terms have been expressly agreed by Supplier, distributor shall furnish an irrevocable, Unconditional and a valid LC payable at sight issued by any bank in favour of Supplier before physical delivery of the Products to Distributor (or Distributors customer) or Distributor has the right to prepay with a direct bank wire transfer. Time for payment is of the essence. Supplier reserves the right to charge interest on sums overdue, on a day to day basis at the rate of 10% per annum. Such interest shall be payable on demand.付款重点。5.4.2 Other Effects of Non-Payment. In addition, without waiving any other rights and remedies at law or under this Agreement, if an invoice is overdue, Supplier may (a) refuse to accept additional orders under this Agreement; (b) terminate this Agreement; (c) refuse to ship ordered Products; and/or (d) seek collection from Distributor, including all legal fees and other costs of collection 5.4.3 Supplier shall be entitled to deduct from any monies due to Distributor any sums owed by Distributor to Supplier. This shall include without limitation to rebates and/or any one time incentive payments from Supplier to Distributor.5.4.4. In case Supplier is in breach of shipment schedules stipulated in article 4.10 the Distributor will be entitled to charge interest on sums paid to Supplier at a rate of 10% per annum on a day to day basis, as well as any penalties or fines that Supplier might have to pay for such breach to government authorities. 扣费。Such interest shall be payable on demand and will have a right to (a) refuse to pay for additional orders under this Agreement; (b) terminate this Agreement; and/or (c) seek collection from Supplier, including all legal fees and other costs of collection.5.5 GENERAL AND LEGALDistributor shall:5.5.1 use the Marks and trade names relating to the Products only in the registered or agreed style in connection with the marketing and sale of the Products and shall not use the Marks or trade names in connection with any other products or services or as part of the corporate or any trade name of Distributor or in connection with activities outside the permissions given in this Agreement;排他性使用商标名称和图案。5.5.2 not alter, obscure, remove, interfere with or add to any of the trade or service marks, trade names, markings or notices affixed to any of the Products, to the Product packaging or to the Documentation at the time when they are delivered to Distributor;不得对商标名称和图案有任何变更。5.5.3 observe all applicable laws and regulations and obtain all necessary licences, consents and permissions relevant to Distributor required for the storage, marketing, sale and servicing of the Products in the Territory;5.5.4 be responsible for all of the costs of administering this Agreement within the Territory including costs attributable to any safety or regulatory approval processes necessary within the Territory;5.5.5 provide Supplier with all information necessary to enable Supplier to ensure that the Products comply with local laws and regulations and promptly advise Supplier of any change or proposed change thereto;配合供货方的要求。5.5.6 at all times be named as the importer of record with regard to the Products entering the Territory, and be wholly responsible for the payment of all import tax and duties in relation thereto;排他性。5.5.7 not at any time sell, license, commit or enter into any contracts on behalf of, or represent itself as the agent of Supplier, Supplier or any of its subsidiary companies or affiliates or alliance pa