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Product distribution contract [applicable parties]


Party A:

Party B:

In view of the fact that both parties have entrusted Party B as a regional distributor of the above products on an equal and voluntary basis, the following agreements are made:

First definition

1. Products: The products referred to in this Agreement refer to the series of products.

2. Region: The term “region” as used in this Agreement refers to other regions that have been agreed in writing by both parties.

3. Trademarks and proper names: Trademarks and proper names referred to in this Agreement are respectively referred to. Specify the Chinese name of the product: .

Second distribution rights

Party A shall give Party B the right to distribute the products to customers in the region under the trademark and the proper name.

Article 3: Exclusive management rights

1. Transaction: Party A shall not sell, give or otherwise obtain products from any individual, company or other entity other than Party B in the region.

2. Entrustment: Party A shall not entrust other individuals, companies or other entities other than Party B in the region as its distributors to import and sell products.

3. Inquiries: Party A shall receive any inquiries from any customer in the region and submit it to Party B.

4. Re-import: Party A shall take appropriate measures to prevent others from selling the products in the area, and shall not sell the products to a third party known by Party A or who has reason to believe that it intends to re-import or sell the products in the area.

Article 4 Price and Conditions

First, the price

1. The price and conditions given by Party A to Party B shall be agreed upon by Party A and Party B at any time. The determination of this price and condition shall take into account normal trade practices and frequent market competition, so that both parties can obtain considerable profits from sales. .

2. Party A gives Party B a more stable market price. If there is any change, it is also the annual price list issued at the beginning of each year.

3. If there is any change in product price, Party A shall notify Party B in writing 30 days prior to the change of price and discount. All the contracts signed by both parties before the price limit is guaranteed shall be guaranteed and delivered according to the normal delivery date.

4. The agency discount enjoyed by Party B shall be separately agreed by both parties, but Party A shall ensure that Party B shall receive a discount of not less than RMB.

Second, a separate contract: each time the specific purchase of the product, the two parties should conclude a separate contract.

Third, the most favorable terms: Party A declares that the terms of this agreement are the most favorable terms for Party A to give dealers and manufacturers now, and in the future, if A sells products to any other distributor or manufacturer, it provides more than this agreement. In the event of favorable conditions for the buyer, Party A shall immediately notify Party B in writing and provide Party B with this more favorable condition.

Article 5 Party A's Responsibilities

Party A agrees to assume obligations in the following areas:

1. Commit and guarantee that the general agent in China as a product is fully qualified to enter into this Agreement with Party B.

2. Provide samples and all available advertising materials at your own expense.

3. Provide the current domestic price list and promptly notify Party B of any expected changes in the price list.

4. Party A will provide Party B with a certain amount of product information free of charge. Large quantities of information may be provided by Party B to Party A if necessary.

5. Party B should provide timely information on the latest industry dynamics of its products on the international market, and often provide opinions that are conducive to the promotion of products so that Party B can adopt a diversified marketing strategy and sales methods.

6. Party A will provide comprehensive technical training to Party B's engineers and provide sufficient technical support.

7. Party A shall be responsible for the loss caused by Party B's products, which are the quality problems of the products, or shall be replaced free of charge by Party A.

Article 6 Party B’s Responsibility

1. In order to promote products and serve customers in the region, we should provide and maintain a business-capable organization at its own expense, and make every effort to achieve sales targets that are conducive to Party A's use of various sales opportunities in the region.

2. Party B shall develop regional agents and distributors within the region as required, and the contract and management shall be independently and responsible by Party B.

3. Party B will be equipped with sufficient sales engineers and technical engineers to meet the needs of market sales. They will fully understand the characteristics and uses of the series products, and can undertake tasks such as training, on-site inspection services and operation demonstration.

4. Provide Party A with detailed reports on sales of products, as well as as much information as possible about various sales opportunities and competitor sales activities in the region.

5. Party B shall respect and protect Party A's intellectual property rights and ensure that any Party A products sold are not copied for commercial purposes.

Article 7 Relationship between the two parties

The relationship between Party A and Party B established under this Agreement is only the relationship between the seller and the buyer during the term of the agreement. Neither party has the right to sign a contract for a third party on behalf of the other party or in the name of the other party. This Agreement does not create a proxy. If either party acts in the name of the other party or in the name of the other agent, and the other party suffers losses, the party that caused the loss should cause the injured party not to bear the burden. cost of. The parties do not and do not intend to establish any agency, partnership, joint venture or employer-employee relationship.

Article 8 Use of the name of Party A, etc.

1. Franchise: Party B may use trademarks and line names or their abbreviations or nicknames for commercial purposes, and may indicate that they are distributors of products in the region.

2. Registration: If Party B requests it, Party A shall be responsible for handling the application, official registration and maintaining its validity for the trademark and the proper name at the expense of the Party.

Article 9 Term, Termination

This Agreement shall enter into force on the day of the month and shall be valid for an annual term. This Agreement shall be terminated in the following circumstances and conditions:

1. If either party violates the substance of this Agreement, the other party may notify the party in writing of the breach and state that unless the party corrects the breach in accordance with this section, the other party will comply with this section. Termination of this Agreement. In the event that the notice has not been corrected within 90 days of the issuance of the notice, this Agreement shall terminate immediately at the end of the ninety-day period on the basis of this fact, or

2. If either party files or agrees to file an application for bankruptcy or other relief under the Bankruptcy Law or the Debtor's Relief Act, or is found guilty of bankruptcy, dissolution, or liquidation, or any assignment to the creditor, or assigns an industrial manager to the party Or a similar person, in any of the above cases, the other party may terminate this Agreement at any time by notice in writing, or

3. In the event of a force majeure cause under this Agreement, such that a party to the Agreement is unable to perform its obligations beyond the time limit, the other party may terminate this Agreement at any time by written notice.

Article 10: The impact of the contract

Any debt that has occurred between the parties before the termination of this Agreement and has not been settled, or the other party’s claim for damages arising from the breach of one of the parties prior to the termination of this Agreement shall not be affected by the termination of this Agreement.

Article 11 Guarantee

I. Standard: Party A guarantees to Party B that all products meet the standards within the region. It can be sold and is suitable for sales purposes. Party A also guarantees that the products meet the quality standards in terms of raw materials and manufacturing processes.

2. Protection against loss: Party A shall protect Party B from any infringement of patents, trademarks, or any other similar liability arising from the sale or use of products in the region. loss.

3. Quality: If Party B finds that the quality of any product is inferior, and informs Party A of this fact, Party A shall immediately replace it or give Party B compensation according to the requirements of Party B, and the expenses shall be borne by Party A. Party B shall not lose its claim for damage caused by the above exchange or compensation.

Article 12 General Provisions

1. Force Majeure: Any party to this Agreement who is unable to perform any delay or failure to perform one or all of the terms of this Agreement and each individual contract in the event of any reason beyond its control can be exempted from this scope. Its responsibility. Such matters include, but are not limited to, floods, fires, tsunamis, earthquakes, accidents or mechanical failures, natural disasters, wars, blockades, embargoes, hijackings, war threats, war situations, seizures, riots, mobilization, riots, non-violence. Riots, revolutions, sanctions, robberies, strikes, labor disputes, industrial disturbances, inadequate power supply, lack of normal means of transport, financial panic, exchange closures, nationalization, bans on imports or exports, refusal to issue government orders, hostilities or other similar Or not similar to the above reasons and not controlled by the party or both parties. In the event that either or both parties lose their interest under this Agreement due to legislative or administrative orders, the parties shall re-examine the terms of this Agreement in order to restore the same corresponding status previously obtained by either or both parties under this Agreement.

2. Transfer: No party to this Agreement may assign this Agreement or any of its rights and obligations under this Agreement without the prior written consent of the other party. Any assignment shall be void until the express written consent of the other party has been obtained.

3. Trade secrets: No party to this Agreement may, within the time limit of this Agreement or after the expiration of any period, disclose any information about the business or market of the other party, whether or not any individual, line or company competing with the other party or intelligence.

4. Notice: Any notice issued in accordance with the provisions of this Agreement shall be in writing in Chinese and English, and in the prepaid postage of registered airmail, at the address stated above or by any party to this Agreement which may be served by notice in this section. Address, delivered to the recipient. Any such notice shall be deemed to have been served on the first business day after the date of payment. Such formal notice shall be deemed to be sufficient evidence of the service of such notice.

V. Applicable Law and Terms of Trade: The establishment, validity, interpretation and performance of this Agreement shall be governed by the laws of the State. The terms of trade within this Agreement shall be subject to the provisions and interpretation of the most recently revised provisions.

VI. Arbitration: All other matters arising from this Agreement or this Agreement or disputes or objections to this Agreement shall be submitted to the Suzhou Arbitration Commission for arbitration in accordance with its arbitration rules when the parties fail to reach a settlement through good faith negotiation. It is regarded as the final ruling and is binding on both parties to the agreement.

7. Severability: The terms of this Agreement shall be deemed to be severable and the invalidity of any provision of this Agreement shall not affect the validity of the remaining provisions of this Agreement.

VIII. Retention rights: Whenever any party to the agreement does not insist on the execution of any provision of this Agreement by the other party at any time, it shall not be deemed to waive the clause or waive the right of the other party to enforce the clause.

IX. Other Agreements: This Agreement covers all agreements and understandings between the parties with respect to the subject matter of this Agreement and supersedes all prior agreements and understandings reached by the parties on any discussion of the nature of this Agreement in writing or orally, except as expressly provided in this Agreement. Except as provided, any other conditions, definitions, warranties or representations relating to the subject matter of this Agreement shall not be binding on either party. Any corrections, modifications, replacements or changes to this Agreement shall be in writing and shall be expressly signed by the person or representative duly authorized by the parties to the Agreement. To the extent that this Agreement is made, one or two copies of this Agreement shall be signed by the person or representative duly authorized by the parties from the date of this Agreement.

person A person B:

Representative: Representative:

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