On the basis of the principal
of equality and mutual benefit, through friendly consultation,
whereas Party A agrees to entrust Party B to sell the products
of Party A in the appointed areas, now this presents witness
that is hereby agreed between the parties hereto as follows.
Both parties hereto shall ensure their legal positions of
corporate organizations and the qualification to sell the
products as specified in this Contract. Both parties shall
exchange the duplicated documentations of relevant certificates
such as business license and tax registration certificate.
Article 2 Distribution
1. The distribution area authorized by Party A to Party B
2. Party B agrees to be the agent in the area mentioned above
and undertake all the obligations under this Contract.
Article 3 Cooperation
Party A shall provide energy resources electricity power saving
/ conservation technology products and Party B shall be responsible
for the promotion and sales of the products:
a) The products supplied by Party A shall be suitable for
the sales in Austria and shall be confirmed by both parties
hereto in written form;
b) Party A shall be responsible for the training of the personnel
of Party B for the use of the products supplied by Party A;
c) Party A shall export the products to WT or other ports
appointed by it within the scope as specified in this contract;
d) Party A shall supply to the marketable resources electricity
power saving / conservation technology products with high
quality as specified by Party B;
e) The products to be manufactured under this contract shall
be specifically branded as being produced for the exclusive
distribution by Party B in Austria;
f) Party A shall have the exclusive rights to produce and
supply the products under this contract to Party B and Party
B shall have the exclusive right to receive the products made
by Party A under this contract. Party A shall not transact
any business with any other Austrian Company, firm or individual
with respect to products covered by this Contract and shall
give Party B the rights of the first refusal with respect
to other products contemplated for the Austrian market and
Party B shall not transact business with any other Chinese
company, firm or individual with respect to the products covered
by this contract and shall give Party A the right of the first
refusal with respect to the production of other products from
g) Party B shall use its name to do the following under this
i) Register the products with the relevant authorities in
ii) Market the products in Austria.
Article 4 Products Involved
Article 5 Term, Purchase Task of First Phase, Annual Sales
Task and Rewarding
1. This contract shall be valid and in operation for a period
of five (5) years, commencing on XX/XX/XXXX and terminated
2. Purchase Task of First Phase: within ninety (90) days upon
and from the date on which this contract is signed, Party
B shall purchase from Party A the products of 100 thousand
3. After the expiration of the validity of this contract,
Party B may submit application for renewal by a 30 (thirty)
days Prior notice. Where Party B complete the annual sales
task as specified in this contract on schedule, Party B shall
have the preemptive right to renew this contract at the same
condition for the distribution of the products in the area
as specified in this contract.
4. Refer to appendix for the sales task and rewarding in detail.
Article 6 Purchase of
Products and Payment
1. Upon the date on which this contract is signed, Party B
shall pay to Party A 20 thousand USD as contract guarantee
fund; Party B shall complete the purchase task of first phase
(100 thousand USD) within ninety (90) days upon and from the
date on which both parties set the hands and seals on this
contract. Within half year, Party B shall complete the accumulative
task of ___ ten thousand USD; within one year, Party B shall
complete the accumulative annual task of ___ ten thousand
2. Within ninety (90) days upon and from the date on which
this contract becomes effective, Party B shall purchase from
Party A the products of at least 100 thousand USD. At that
time, the contract guarantee fund of ten thousand USD shall
be converted into advance payment, and the lacking part according
to article nine shall be subject to article nine.
3. The remaining contract guarantee fund of ten thousand USD
shall be converted as the advance payment of the second transaction.
4. Party B shall send the written order to Party A, and the
order shall be signed by the legal representative of Party
B and stamped by common seal. Upon the receipt of the order,
Party A shall confirm whether the order is valid. Where the
order is valid, each order and letter of confirmation shall
be an independent and valid sales contract. The payment mode
and delivery clauses as specified in this contract may be
deemed as the valid addition of the independent contract.
5. After the written order of Party B is confirmed by Party
A, within three (3) days upon and from the receipt of the
letter of confirmation from Party A, Party B shall pay to
Party A 30% of the total payment for goods as advance payment;
within three (3) days before the delivery of the goods by
Party A, Party B shall pay the remaining 70% to Party A. The
payment date shall be the date on which the payment arrives
at the A/C of Party A.
6. All transactions shall be conducted by USD.
Article 7 Quality of
1. According to the standard of the People's Republic of
China (the specific standard of enterprises or issued by the
Department or the People's Republic of China)
2. Where Party B require that the quality of the products
is higher than as specified in (1), Party B shall submit to
Party A the written application before the production.
3. Within the period of validity of this contract, the quantity,
measurement, freight shortage and computation of the products
of each lot shall be specified otherwise.
Article 8 Delivery and
1. For each order confirmed by Party A, Party A shall deliver
the goods within three (3) working days upon and from the
receipt of all the payment from Party B.
2. Except Party A fails to deliver the goods on schedule or
Party B fails to make the payment for the force majeure (unpredictable,
unavoidable and insurmountable).
3. Party B may come to the site appointed by Party A for goods
and also may entrust Party A to handle the air transportation
and express delivery on behalf. Party A shall bear the expenses
of freight charges and insurance expenses (for example, railway
and road transportation). Where Party B requires special transportation
mode (for example, air transportation and express delivery),
Party B shall provide letter of authority and bear the freight
charges and insurance expenses. After the delivery of goods
by Party A, Party A shall send the bill of goods and invoice
to Party B.
4. When taking delivery of the goods, Party B shall make unpacking
inspection on the site. Where any shortage, damages or loss
is found, Party B shall notify Party A in written form in
the same day. Relevant carrier shall issue the certificate
of loss or damage, and the event shall be settled through
friendly consultation by both parties hereto.
5. Date of Delivery: specified otherwise according to the
specific condition of each cooperation during cooperation
6. Site of Delivery: specified otherwise according to the
specific condition of each cooperation during cooperation
7. Transportation Mode: specified otherwise according to the
specific condition of each cooperation during cooperation
8. Insurance: ________ (Specified according to the specific
Article 9 Warranty
Where any quality problem is found, Party B may apply for
maintenance or replacement from Party A.
Article 10 Replacement
and Rejection of Goods
1. Warranty (Replacement) Period
For the sold products formally filed by Party A (subject to
the "Party Registration" sent by the distributor),
from the date on which the products is sold, Party A shall
provide free maintenance service of two (2) years and whole-life
maintenance with compensation.
2. Warranty (Replacement) Policy
Within the warranty period as specified by Party A, on the
premise of proper installation, use and maintenance according
to the specification of the instruction of products, where
the malfunction of the products is caused by the quality themselves,
Party A shall provide free replacement or free maintenance
3. Reworking Policy of Products
For the following products with quality problem meeting the
regulations of warranty (replacement) principal, Party A shall
only provide reworking service (without replacement):
1) Large power (unconventional) products specially produced
2) The products with quality problem that may be recovered
three months later since installation.
3) The products with quality problem that may be recovered
within three months since installation but with the approval
of the users for reworking.
Article 11 Price Adjustment
and Benefit Assurance
To fully ensure the benefit of the distributors, where Party
A makes the price adjustment, Party A shall strictly abide
by the following promise:
1. Within seven (7) working days before the formal adjustment
of the price system, Party A shall notify the distribution
of the relevant adjustment price information.
2. Party A shall not be responsible for the price difference
compensation for the purchase activity occurred before the
Article 12 Other Rights
1. Rights of Party A
1.1 Party A shall have the right to direct Party B to execute
the marketing plan designed by Party A;
1.2 Party A shall have the right to examine the specific distribution
area and the lowest market price of the distributed products.
1.3 Party A shall have the right to examine and standardize
the advertisement activity of Party B;
2. Obligations of Party A
2.1 After Party B completes the purchase task of the first
phase, Party A shall issue the agent license and certificate
to maintain the legal right of Party B as distributor.
2.2 Party A shall provide to Party B the marketing, technology
and advertising data and relevant production certificate required
for the sales of the products.
2.3 When Party B conducts the marketing exploitation and sales
of the products in the area as specified in the article two
of this contract, Party A shall provide necessary relevant
supporting services such as market guidance, technical support
and training support for Party B.
2.4 Party A shall supply the well-packed qualified products
to Party B on schedule by quality and quantity.
2.5 Party A shall render assistance to Party B to make goods
consignment and replacement.
2.6 Party A shall take effective measure to adjust and standardize
the market order.
2.7 Party A shall not disclose the commercial secrete to any
other third party.
3. Rights of Party B
3.1 Party B shall have the right to enjoy the distribution
right of the specified products in the area as specified in
Article two of this contract.
3.2 Party B shall have the right to enjoy all the rights as
specified in the rewarding clause according to the 2004 Marketing
Plan of GUANGZHOU OA TECHNOLOGY COMPANY LIMITED.
4. Obligations of Party B
4.1 Party B shall provide the legal and valid business license
to Party A and strictly abide by the industry standard and
relevant laws and regulations of the country, and operate
under the laws.
4.2 Party B shall maintain the image and reputation of Party
A and its products. With the guidance of Party A, Party B
shall make good settlement of the complaint and relevant service
application of the final users in the distribution area, and
render good coordination to relevant department for supervision
4.3 Party B shall strictly abide by the relevant regulations
with respect to the market order maintenance and binding on
the activity of the distributors as specified in the 2004
Marketing Plan of GUANGZHOU OA TECHNOLOGY COMPANY LIMITED.
4.4 Party B shall not produce, counterfeit the products of
Party A; Party B shall render assistance to protect the intellectual
property such as patent and trademark of Party A. Party B
shall not disclose the commercial secrete to any other third
4.5 Party B shall install special communication equipment
to maintain a good contact with Party A and feed back various
marketing information on time.
4.6 Party B shall submit all the advertising data involving
Party A to Party A for examination and approval; and the advertising
data shall only be issued with the approval of Party A.
4.7 Party B shall abide by the annual marketing plan, client
service plan and render active assistance to Party A to organize
4.8 Party B shall not transact business or other civil deeds
with any other third person or party in the name of Party
A. Party A shall not bear any legal responsibility for the
economic or civil dispute between Party B and any other third
person or party.
Article 13 Modification
and Termination of Contract
1. The modification of this contract shall be agreed by both
parties to this contract. The modification shall be formed
into written form (Contract Modification Agreement) and signed
and approved by both parties.
2. Where the following events occur, the parties concerned
shall notify the other party of the relevant matter. Where,
within thirty (30) days (except the contract specified in
particular) after the receipt of the notice, the other party
fails to measures to correct, remedy or eliminate these events,
the parties concerned may terminate this contract with written
notice. Within the thirty (30) days mentioned above, both
parties shall continuously execute the obligations under this
2.1 Either Party to this contract violates the regulations
as specified in the contract and relevant appendixes.
2.2 Either Party hereto is in bankruptcy or in the liquidation
procedure (mandatory or voluntariness).
2.3 Either Party hereto can not implement the main obligations
under this contract for force majeure;
2.4 Either Party attacks the image or reputation of the other
party in public and through media or its own public image
is damaged severely.
3. This contract may be terminated with the written consents
of both parties.
4. Party B fails to complete Purchase Task of First Phase,
the contract shall be deemed as invalid.
Article 14 Confidentiality
The parties hereto undertake one to the other to keep confidential
at all times during the continuance of this agreement all
information acquired by them in connection with the activities
of the other party and which may reasonably be regarded as
private, secret, confidential in nature and (except in proper
performance to their obligation herein under) not to divulge
the same to any person, firm or company
Article 15 Liabilities
Both Parties shall implement the obligations as specified
in this contract. Where either Party violates the regulations
under this contract, it shall pay RMB ______ to the other
party and shall bear all the economic losses caused thereof.
Article 16 Force Majeure
Where either Party fails to implement this contract for the
reason of force majeure, it shall notify the other party immediately
within ___ days after the end of the force majeure to reduce
the losses sustained by the other party, after the obtaining
the certificate of the unexpected accident issued by the competent
authorities, bear part or none of the liabilities for breach
according to the conditions. According to the certificate,
both parties determine to implement this contract in delay,
in part or terminate this contract.
Article 17 Dispute Resolution
All disputes, controversies, claims or differences arising
between the parties hereto in connection with or relating
to this Agreement or its validity, existence, termination
or breach shall be settled through friendly consultation between
both parties hereto. Where the disputes cannot be settled
through friendly negotiations, it shall be referred to and
finally settled by final and binding arbitration by Shenzhen
Branch of China International Economic and Trade Arbitration
Article 18 Miscellaneous
1. The penalty, compensations, storage expenses and various
economic losses as specified in this contract shall be paid
within ___ days after the confirmation of the responsibilities
by the settlement method specified by the bank, otherwise
it shall be deemed as arrear payment.
2. The penalty specified in this contract is deemed as the
compensations for losses. Where both parties do not specify
the computation method for the penalty or advance compensation
amount, the compensation amount for losses shall be equal
to the losses caused by the breach of the contract, including
the benefit after the implementation of this contract, but
not exceeding the predicted losses caused by the breach of
this contract when the party in breach signs this contract.
3. This contract shall become effective upon the date on which
Party A pay the contract guarantee fund, the term of validity
is __ one year. During the term of validity of this contract,
unless the other party consents or has other legal reason,
either party shall not modify or terminate this contract.
The parties hereto shall have the option to renew this agreement
at the expiration of the initial five (5) years period on
the same terms or on fresh mutually agreed terms as the parties
hereto may decide.
4. Other affairs not included hereof shall be made into additional
regulations through friendly consultation. The additional
regulations shall have the same effects as this contract.
5. The letters between both parties shall be sent to the address
or fax as specified in this contract in ___ mode. Where the
address, telephone and fax of either party are changed, the
party shall notify the other party within ___ days after the
change; otherwise it shall bear the corresponding responsibilities.
6. This contract is signed in Chinese and English, and both
versions shall have the same legal effect. This contract shall
be signed in ___ counterparts, and either party keeps ___