2017协议 Agreement of 2039

1、DISTRIBUTORSHIP AGREEMENTAgreement No.:ASS2039KG17001Version No.: V1.0This Agreement is made and entered into by and between the parties concerned in Shanghai on Dec. 20th, 2016 on the basis of equality and mutual benefit to develop business on terms and conditions mutually agreed upon as follows:1.

2、 The Parties ConcernedParty A: (Seller) Sassin International Electric Shanghai Co., LtdAdd: 2588 Jinhai Road, Pudong, Shanghai, ChinaTel: +86 21 50210891 Fax: +86 21 50217333E-mail: Party B: (Buyer) The limited liability company Tooshkan Add: 720031, Kyrgyzstan, Bishk

3、ek, str. Kulatova, 8/1Tel: + 996 312 59 14 19 E-mail: 555734000mail.ru 2. Appointment Party A hereby appoints Party B as its Distributor to solicit orders for the commodity stipulate in Article 3 from customers in the territory stipulated in Article 4, and Party B accepts and assumes such appointmen

4、t. 3. CommodityLow Voltage Electric products branded SASSIN.4. TerritoryKyrgyzstan5. Annual Purchase CommitmentUnder mutual negotiation, Party B should undertake to solicit orders for the above commodity from customers in the above territory during the validity period of this agreement as follows:Th

5、e first stage: 1/1/2017(m/d/y)-12/31/2017(m/d/y): USD60000 The second stage: 1/1/2018(m/d/y)-12/31/2018(m/d/y): USD100000 The third stage: 1/1/2019(m/d/y)-12/31/2019(m/d/y): USD 200000 Calculation of annual purchase commitment should be based on the on-board date stipulated in the B/L from Party A,

6、but if by the end of each year, because of Party As reason, the previous confirmed delivery date during the validity of each year was delayed to the date out of the validity of each year, the amount should be calculated into the annual purchase commitment showed above of each year. The annual purcha

7、se commitment should not include the fees such as commission, freight cost, insurance fee or bonus collected according to the agreement. In case of Party B reach to Annual Purchase Commitment, this Agreement extends for next years. 6. Price & PaymentThe prices shall be set individually for each tran

8、saction through negotiations between Party A and Party B, and shall be subject to Party As final confirmation. Payment terms shall be 30% paid by T/T in advance, balance should be paid before shipment. 7. Exclusive RightIn consideration of the exclusive rights granted herein:Party A shall not, direc

9、tly or indirectly, sell or export the commodity stipulated in Article 3 in the territory stipulated in Article 4.Party B shall not sell, distribute or promote the purchases of any products competitive with or similar to the above commodity in Article 3 from any other brands, especially the brands fr

10、om China. Other brands include but are not limited to ABB, Schneider, Simens, Higer, LS, Chint, etc.Party A shall refer to Party B any enquiries or orders for the commodity in question received by Party A from other firms in the territory of Article 4 during the validity of this agreement.Party B sh

11、all send to Party A the feedback of enquiries referred by Party A.8. Transactions between Governmental BodiesTransactions concluded between governmental bodies of Party A and Party B shall not be restricted by the terms and conditions of this agreement, nor shall the amount of such transactions be c

12、ounted as part of the turnover stipulated in Article 5. 9. Industrial Property RightsParty B agrees that any and all patent rights, trademarks, tradenames, copyrights and other property rights in and with respect to the Products are and shall remain exclusively the property of Party A and its affili

13、ates.Party B shall immediately report to Party A any infringement by third parties of any such patents, trademarks, tradenames, copyrights and other property rights in the Territory.Party A understands to the best of its knowledge that the sale of the products does not infringe the right of any thir

14、d party. However, in the event that a legal action or patent infringement is taken by a third party against Party B with respect to sales of products in the Territory, Party A shall defend or settle such actions. Party B shall give prompt notice and assist to Party A.Party B may use the trademarks o

15、wned by Party A for the sale of the above commodity covered herein within the validity of this agreement, and shall acknowledge that the trademarks used shall remain to be the sole properties of Party A. Should any infringement be found, Party B shall promptly notify and assist Party A to take steps

16、 to protect the latters rights. Party B should give full respect to all the intellectual property rights of Party A. Party B has no right to register Party As trademarks. If Party B infringe Party As industrial property right, Party A shall be entitled to claim the loss amount from Party B, which sh

17、all be calculated as per the Annual Purchase Commitment stipulated in Article 5.10. Validity of AgreementThis agreement, when duly signed by the both Parties concerned, shall remain valid for 36 months from January 1, 2017 to December 31, 2019.The renewal of this agreement shall be discussed between

18、 both Parties three months before expiry; otherwise the agreement will be terminated at the end of the 36 months period (i.e. on December 31,2019).11. Termination During the validity of this agreement, if either of the two Parties is found to have violated the stipulation herein, the other Party has

19、 the right to terminate this agreement.If Party B failed to finish the Annual Purchase Commitment stipulated in article 5, Party A has the right, at its sole option, to terminate this agreement.If Party B violates Article 7 of this agreement, being a distributor or agent for similar or competitive p

20、roducts of other brand, Party A shall terminate the AgreementIf Party B violates the Article 6, delaying payment of products delivered by Party A on the term of payment stipulated in Article 6, Party A shall terminate the Agreement.Party B shall not sell the commodity stipulated in Article 3 to othe

21、r territories which are excluded in the territory stipulated in Article 4 without approval of Party A. If any violation of this term, that is Party B sell the commodities to other territories which are not stipulated in Article 4, Party B shall compensate Party A double value of commodities. If Part

22、y B violate this term more than 3 times within the validity of this agreement, Party A shall terminate the Agreement at its sole option.12. Force MajeureEither Party shall not be held responsible for failure or delay to perform all or any Party of this agreement due to flood, fire, earthquake, draug

23、ht, war, political crisis and strikes or any other events which could not be predicted, controlled, avoided or overcome by the relative Party. However, the Party affected by the event of Force Majeure shall inform the other Party of its occurrence in writing as soon as possible and thereafter send t

24、o the other Party a certificate of the event issued by the relevant authorities within 15 days after its occurrence.If the event of force majeure continues for a period of more than 3 (three) months the party not prevented by force majeure may terminate this Agreement by 30 (thirty) days written not

25、ice.13. Arbitration All disputes arising from the performance of this agreement shall be settled amicably through friendly negotiation. Should no settlement be reached through negotiation, the case shall then be submitted for arbitration to the China International Economic and Trade Arbitration Comm

26、ission (Shanghai) and the rules of this Commission shall be applied. The both parties agree that the arbitral tribunal consists of three arbitrators rather than a sole arbitrator and English as the working language for proceedings. The award of the arbitration shall be final and binding upon both Pa

27、rties.14. ConfidentialityEach Party acknowledges that Confidential Information will be disclosed to it to perform its obligations under this Agreement. The receiving Party will not, without the prior written consent of the disclosing Party, either during the term of this Agreement or thereafter, dis

28、close or transfer the Confidential Information to any person other than its employees, who must have access to such information in order to carry out its obligations under this Agreement provided such employees shall be bound in writing toward the other Party by the same terms as the Party itself un

29、der this Agreement.For the purposes of this clause, the expression “Confidential Information” shall bear its usual meaning, including, but without derogating form the generality of the foregoing, processed, solutions, plans, drawings, formulae, materials, equipment, financial conditions, prices, cos

30、ting, know-how, suppliers, customers, raw materials, raw material supply sources and the like.Each Party shall return to the other Party upon expiration or termination of this Agreement all Confidential Information and any other technical and commercial data and information acquired from the other P

31、arty, Information shall not constitute confidential Information to the extent that:(1)It was known to the Recipient or was developed by the Recipient independent of any disclosure by the disclosing Party.(2) It was known to the public or generally available to the public prior to the date the inform

32、ation was disclosed to the recipient by the disclosing Party.(3) It becomes known to the public or generally available to the public after the date it was received by the recipient form the other Party, other than because of the recipients negligence or fault.(4)It is disclosed to the recipient at a

33、ny time by an external Party who has proofs of having good and legal right to disclose it to the Recipient.(5) It is disclosed at the request of an authority operating under law.15. General Provisions(1) AssignmentIt is mutually agreed that, except as otherwise herein provided, this Agreement shall

34、be binding upon and inure to the benefit of the successors of the parties, but shall not be assigned by either party to the third parties without prior written consent of the other party. (2) ModificationAny modifications or adjustments to this agreement should be duly confirmed by both Parties through negotiations and should be made in writing. The modifications or annexes will be considered as a Party of this agreement.(3) NoticesAll notices, requests,demands or other communications hereunder shall be in writing and shall be deemed to have been duly given if delivered or sent by ce