加拿大外贸
请打开附件,望各位高手不吝赐教!
EXCLUSIVE DISTRIBUTORSHIP AGREEMENT
This Exclusive Distributorship Agreement (“Agreement”) is made and effective this 1st day of
May 2007, by and between ("Seller") and ("Distributor"), with reference to the following facts:
1. Seller is a manufacturer of uniform fabrics that have been developed with the Distributor’s assistance. (The “Products”)
2 Seller wishes to appoint Distributor as its exclusive distributor in the Territory (as hereinafter defined); and
3 Distributor wishes to be the exclusive distributor for the Products in the Territory
HEREFORE, Seller and Distributor hereby agree as follows:
1. RIGHTS GRANTED. Seller hereby grants to Distributor the sole and exclusive right to sell, resell, lease, rent, purchase, promote, distribute, advertise, market, package, label and otherwise service Seller’s Products in the Territory. Seller further grants to Distributor the sole and exclusive right to use the Seller’s name, brand and all other identifying factors of Seller and the Products, including all licences, trade names, trademarks and copyrights pertaining thereto, in any manner Distributor, in its sole discretion, sees fit.
Seller further irrevocably grants to Distributor the exclusive ownership of any and all logos, trademarks, trade names, signs, symbols, product lines, advertising, marketing and other intellectual property which Distributor creates, uses or prepares in connection with the sale of Products, whether said creation, use or preparation occurs before, during or after the term of this Agreement, which items were not otherwise specifically provided to Distributor by Seller
2. DEFINITIONS. In this Agreement the following terms shall have the following meanings hereinafter set forth:
(a) "Products" - means all products, product lines, and related service parts and accessories manufactured, distributed, shipped packaged and/or sold by Seller, including, but not limited to: uniforms, uniform fabrics, designs, cuts, styles and fashions.
“Products” includes all trademarks, trade names, logos, advertisements, designs and other intellectual property related to or associated with any product manufactured, distributed, shipped packaged or sold by Seller or Distributor under this Agreement. "Products" includes all current and future products, including all modifications, changes, revisions, updates, amendments, alterations and improvements thereto.
(b) "Territory" - North America, including the United States of America, Canada, Mexico and all territories, possessions and annexations thereof; Asia, Europe, Central America and South America.
(c) "Date Hereof" - the date of this Agreement as set forth in the first paragraph of page one hereof.
(d) "Person" - any natural person, corporation, partnership, or other entity or association.
(e) "Price List" - the price list attached hereto as Exhibit "A".
3. TERM. This Agreement shall commence on the set forth above, and shall continue for five (5) years (The "Initial Term"). The Agreement shall be renewable, at the sole discretion of the Distributor, for an additional five (5) year term of the same duration as the Initial Term. Distributor may give Seller notice of its intent not to renew the Agreement at Distributor’s convenience. At the expiration of this Agreement the parties shall negotiate in good faith for the renewal or extension of this Agreement.
4. S ELLER’S GENERAL OBLIGATIONS. Seller shall:
(a) Promptly deliver to Distributor those Products for which Distributor places orders and shall give Distributor’s orders first and highest priority when filling orders, declining to fill orders from any other customer in the Territory;
(b) Refrain from selling any Product to any person, other than Distributor, who is engaged in the business of selling, reselling, marketing or distributing products similar to the Products within the Territory, or to any person for direct use if delivery thereof will be made to a location within the Territory; Seller hereby warrants that it has not granted any other Person distribution rights for its Products and has shipped, and will ship, no Product to any Person other than Distributor as of the date set forth above;
(c) Promptly refer to Distributor all leads, prospects, and related information which are directed to it or which it receives regarding potential purchasers of any Product within the Territory;
(d) Ensure that all Products sold outside of the Territory meet the highest standards of quality so as not to negatively effect the brand or Products inside the Territory;
(e) Cancel and void all other distributor agreements, licenses or rights which may exist in the Territory immediately upon entering into this Agreement;
(f) Include Distributor in the creation and establishment of any new product, and ensure that Distributor is the exclusive recipient of all such new products and product lines for the Territory; and
(g) Ensure that it maintains a sufficient capacity of equipment, supplies and personnel to meet all of Distributor’s requirements for production packing and shipping of Products. In the event that Distributor determines that Seller has not maintained, or will not be able to maintain sufficient capacity to produce, package or ship Products as ordered, then Distributor may farm out work as it, in its sole discretion, deems warranted under the circumstances.
5. PRICES AND TERMS OF PAYMENT. For all Products, Seller shall charge Distributor the prices listed on the Price List (attached hereto as Exhibit "A"). In the event the price is not listed on the Price List at the time of this Agreement, Seller and Distributor shall mutually agree upon a price that is no greater than ten percent (10%) above Seller’s cost of goods.
From time to time, Seller may change the prices for its Products but only if it first gives Distributor written notice of any increase at least One Hundred Eighty (180) days before the change takes effect. In the event of any increase, Seller shall charge the unincreased price for any Products for which orders from Distributor are postmarked prior to the expiration of such One Hundred Eighty (180) day notice period. In no event shall an increase in price equal more than four (4%) percent of the then current price. Seller shall only be entitled to change the prices for its Products one (1) time per calendar year.
Distributor shall give Seller a deposit of 30% of each order (purchase price). Before the order is shipped Distributor shall pay seller an additional deposit of 20% of the order (purchase price). The balance of the payment of the purchase price for Products delivered to Distributor by Seller shall be net 45 days after receipt of the products in Jitai’s USA wrehouse, in United States dollars, at a bank of Seller's choice.
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5.1 GUARANTEE. Distributor agrees to purchase a minimum of $500,000.00 USD of product from the seller in the first 12 months of this agreement. Distributor also agrees to increase this minimum purchase amount by $125,000.00 USD for each of the following 12 month periods of the initial contract term.
6. DELIVERY. Seller shall, at Seller's sole expense, deliver ordered Products to Distributor at Distributor's designated shipping terminal. Distributor shall give Seller one (1) weeks' written notice before each shipment is required. Seller shall promptly make delivery, at the agreed price.
7. USE OF NAME AND TRADEMARKS. As more fully set forth in paragraph 1, herein, Distributor has the exclusive and irrevocable right to use the name, trademarks, trade names, and logos of Seller, including all names, trademarks, trade names and logos established under this Agreement, in connection with the operation of the distributorship granted in this Agreement. Distributor may indicate in signs, advertising, publicity, or other sales or marketing media or materials, that it is an authorized dealer or distributor of Seller's Products.
8. WARRANTIES. Seller warrants that the Products are fit for the particular purpose for which they are intended and advertised to be used. Seller shall promptly replace any Product which is in any manner substandard, of inferior quality, or otherwise defective or allegedly defective, whether such Product is owned at the time of discovery of the problem by Distributor or any third party.
9. INDEMNITY. Seller shall indemnify, defend and hold Distributor harmless from and against any and all claims and damages of every kind arising out of any issue of substandard quality or other defect, failure, or malfunction of any Product, or any allegation thereof, whatsoever. Seller shall at all times during the term hereof maintain product liability insurance covering all Products in aggregate limits of at least One Million U.S. Dollars (U.S.$1,000,000) per occurrence, which policies shall name Distributor as an additional insured. Distributor may elect to purchase the insurance coverage stated herein and charge the premium to the Seller.
10. ASSIGNMENT. Distributor may assign this Agreement with thirty (30) days notice to Seller. Seller may not assign its obligations under this Agreement without the express written consent of Distributor.
11. TERMINATION OF RIGHTS. This Agreement may be terminated without prejudice to any other remedy to which the terminating party may be entitled at law, in equity, or otherwise under this Agreement, in the following circumstances and in the manner indicated: Immediately without notice, if the other party is adjudicated a voluntary or involuntary bankrupt; becomes insolvent or has a receiver of its assets or property appointed; makes an assignment for the benefit of creditors; institutes or suffers to be instituted any proceeding for a re-organization or a rearrangement of its affairs; or upon fifteen (15) days' written notice and demand to cure, if the other party is in default in the performance of any material obligation under this Agreement; provided, however, if that party cures any such default within the fifteen (15) day notice period, then such notice shall be of no force or effect.
12. CHOICE OF LAW. All disputes arising under or out of this Agreement shall be governed by and resolved in accordance with the laws of the State of California, USA, without giving effect to conflict of laws. Venue is exclusive to Los Angeles, California, USA. Seller hereby consents to personal jurisdiction in the State of California.
13. ARBITRATION. Any claim arising out of or relating to this Agreement shall be submitted to any commercial arbitration/mediation company to be arbitrated in accordance with the Commercial Rules of the American Arbitration Association; provided, however, that this clause shall not be construed to limit or to preclude either party from bringing any action in any court of competent jurisdiction for injunctive or other provisional relief as necessary or appropriate. The arbitration shall be conducted in Los Angeles, California. Any award or determination of the arbitrator(s) shall be final, non appealable, and conclusive upon the parties, and judgment thereon may be entered by any court of competent jurisdiction.
14. ATTORNEY’S FEES. In any claim, arbitration or legal action, the prevailing party shall be entitled to recover its reasonable attorneys' fees in addition to any other relief awarded.
15. NOTICES. All written notices permitted or required to be delivered by the provisions of this
Agreement shall (unless otherwise provided) be deemed so delivered when actually delivered by hand or when placed in the United States Mail, postage prepaid, or by any recognized overnight carrier, and addressed to the following addresses:
Seller: Distributor:
or to such other addresses as the parties may from time to time designate in writing.
16. WAIVER AND DELAY. No waiver by either party of any breach or default in performance by the other party, and no failure, refusal or neglect of either party to exercise any right, power or option given to it hereunder or to insist upon strict compliance with or performance of either party's obligations under this Agreement, shall constitute a waiver of the provisions of this Agreement with respect to any subsequent breach thereof or a waiver by either party of its right at any time thereafter to require exact and strict compliance with the provisions thereof.
17. SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon and inure to the benefit of the successors and assigns of the parties hereto, subject to the restrictions on assignment contained herein.
18. ENTIRE AGREEMENT. This Agreement contains all of the terms and conditions agreed upon by the parties hereto with reference to the subject matter hereof. This Agreement cannot be modified or changed except by written instrument signed by both of the parties hereto.
19. TITLES FOR CONVENIENCE. Titles used in this Agreement are for convenience only and shall not be deemed to affect the meaning or construction of any of the terms, provisions, covenants, or conditions of this Agreement.
20. SEVERABILITY. In the event that any part, article, paragraph, sentence or clause of this Agreement shall be held to be indefinite, invalid or otherwise unenforceable, the remaining part of the Agreement shall be modified to the extent necessary to render it enforceable and this Agreement shall be valid and enforceable and the parties agree to be bound by and perform same as thus modified.
21. CONSTRUCTION OF THE AGREEMENT. The parties hereto have jointly participated in the preparation and origination of this Agreement, and the drafting hereof.
22. AUTHORITY TO ENTER AGREEMENT. The undersigned warrant, covenant and represent that each of them is the agent of and has authority to execute and bind their principals to the terms of this Agreement if any such signatory is not a principal executing this Agreement for him or herself.
23. TRANSLATION OF AGREEMENT. While this document is prepared and signed in the English language, Seller is satisfied that it has obtained a full and complete translation, either oral and/or written, is the language of its choice, and that Seller understands and agreed to all of the terms and conditions of this Agreement.
INTENDING TO BE LEGALLY BOUND, the parties have executed this Agreement.
“Distributor” “Seller”
EXHIBIT "A"
PRICE LIST
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高手在这里吗.....
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CAN WE HELP YOU?
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是的,我现在犯愁,怎么把它搞成中文啊.....
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太多了,你先翻译一下,大家再帮你看看.关键大家都太忙了,我看晚上网好使就翻.
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17. SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon and inure to the benefit of the successors and assigns of the parties hereto, subject to the restrictions on assignment contained herein.
20. SEVERABILITY. In the event that any part, article, paragraph, sentence or clause of this Agreement shall be held to be indefinite, invalid or otherwise unenforceable, the remaining part of the Agreement shall be modified to the extent necessary to render it enforceable and this Agreement shall be valid and enforceable and the parties agree to be bound by and perform same as thus modified.
22. AUTHORITY TO ENTER AGREEMENT. The undersigned warrant, covenant and represent that each of them is the agent of and has authority to execute and bind their principals to the terms of this Agreement if any such signatory is not a principal executing this Agreement for him or herself.
23. TRANSLATION OF AGREEMENT. While this document is prepared and signed in the English language, Seller is satisfied that it has obtained a full and complete translation, either oral and/or written, is the language of its choice, and that Seller understands and agreed to all of the terms and conditions of this Agreement.
INTENDING TO BE LEGALLY BOUND, the parties have executed this Agreement.
可以帮我先看这几个吧,谢谢了~~~
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期待救援啊...
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我先把他收藏了在说
或许哪天会用到这些英语
不过偶的英语很一般,翻不了
等待高手
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求救啊!!!!!!
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17. SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon and inure to the benefit of the successors and assigns of the parties hereto, subject to the restrictions on assignment contained herein.
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17.继承和委派. 该协议将严格按照该协议中关于委派的限定,受其中各方的继承者和委派的利益而约束和生效.
P.S.断章取义,得根据全文斟酌.
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20. SEVERABILITY. In the event that any part, article, paragraph, sentence or clause of this Agreement shall be held to be indefinite, invalid or otherwise unenforceable, the remaining part of the Agreement shall be modified to the extent necessary to render it enforceable and this Agreement shall be valid and enforceable and the parties agree to be bound by and perform same as thus modified.
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20.中断.一旦该协议的任何部分,条款,段落或句子模棱两可,无效或无法实施,那么该协议的其它部分将被修正,直至有可操作性.该修正后的协议是有效的,是可执行的,而且各方将同意受其约束,并执行该协议.
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22. AUTHORITY TO ENTER AGREEMENT. The undersigned warrant, covenant and represent that each of them is the agent of and has authority to execute and bind their principals to the terms of this Agreement if any such signatory is not a principal executing this Agreement for him or herself.
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22. 签约授权.下面签字的各位保证,如果不是该协议负责人本人亲自签字的,那么他们是根据该协议,代表他们的负责人,按照他们的负责人的意愿有权签字的.
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23. TRANSLATION OF AGREEMENT. While this document is prepared and signed in the English language, Seller is satisfied that it has obtained a full and complete translation, either oral and/or written, is the language of its choice, and that Seller understands and agreed to all of the terms and conditions of this Agreement.
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23.协议的翻译.该协议的文本是以英语语言准备和签字的.买方承认其获得了该协议的一份完整无误的翻译,口头和/或书面的,签约语言是其选择,同时,卖方也理解和同意该协议的所有条款.
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INTENDING TO BE LEGALLY BOUND, the parties have executed this Agreement.
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按照约定,各方已经执行了该协议.
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