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1、DISTRIBUTION AND SALES AGREEMENTSANTA CARMEN S.A.ANDCHONGQING LIFAN INDUSTRY (GROUP) IMP. & EXP. CO., LTD.*In Chongqing China, on 15th July 2014, by and between the Chilean firm SANTA CARMEN S.A., company with a corporate purpose of imports and others, TIN No., legally represented by Mr. JUAN PABLO
2、VERGARA CASTRO, a Chilean national, Business Administrator, domiciled in Alfredo Barros Errazuriz N1953 Oficina 303, Comuna de Providencia, Santiago - Chile, hereinafter Santa Carmen, on one part, and on the other, the Chinese company CHONGQING LIFAN INDUSTRY (GROUP) IMP. & EXP. CO., LTD., a company
3、 with corporate purpose of exports and others, TIN No. 500106622019718, legally represented by Mr. YANG BO, Executive President, domiciled in No.60 Zhangjiawan, Shangqiao, Shapingba District, Chongqing, the Peoples Republic of China, hereinafter Lifan, parties which have agreed the following distrib
4、ution and sales agreement with its terms and conditions that the above parties have agreed and are set forth as follows:In the below context, the parties define the Products as motorcycle models that which Santa Carmen has homologated and commercialized in accordance with the marketing plan within t
5、he Chilean territory, including the spare parts and accessories.FIRST:PURPOSE OF THE AGREEMENT.Santa Carmen, herein and hereby, undertakes to purchase from Lifan the Products, which it will sell to its final customers. On its part, Lifan undertakes to supply Santa Carmen, in due time and form, the P
6、roducts described in the corresponding purchase orders.SECOND:TERM.The validity of this agreement will be of 5 years from its execution and any extension of it may only be for 5 years. The parties will have, before the end of the validity of this agreement or any of its extensions, a 1-year term for
7、 notifying the other of their intent to extend or terminate this agreement or any of its extensions. Absent said notice, this agreement or any of its extensions will be deemed extended for a 5-year term. Minimum order of Santa Carmen in the year of 2015 from1 Jan., 2015 to 31 Dec., 2015 shall be not
8、 less than 1 million U.S.dollars with the basic growth of 20% each year.Notwithstanding the above, Santa Carmen will propose to terminate this agreement and/or any of its extensions by giving the written notice 3 months in advance and subject to the written consent by Lifan should it have made all c
9、ommercial efforts and the market has not responded as per the sales expectations of the Products. Likewise, having been met the commercial aims self-imposed by the Parties, Lifan may not, at any time, terminate this agreement or its extensions.THIRD: TERRITORIALITY.In this agreement, the term territ
10、ory refers to the geographic area and the customers within said geographic area, which is the territory of the Republic of Chile. Upon the written approval by Lifan, Santa Carmen is entitled to extend the territory as per its needs and possibilities, e.g. Latin America.FOURTH:EXCLUSIVITY.This agreem
11、ent is of an exclusive and excluding nature, i.e., the distribution of the Products of Lifan will be exclusively of Santa Carmen and/or any of its related companies for commercializing the Products that Santa Carmen has homologated and commercialized in accordance with the marketing plan within the
12、Chilean territory. No other legal entity and/or individual, Chilean or foreign, governmental or not and/or of any kind and/or condition may commercialize the Products save they have authorization in writing by Santa Carmen. The above being said, Lifan shall guarantee the most strict exclusivity for
13、the motorcycle models that Santa Carmen finally chooses to homologate on the basis of this Agreement. However, Santa Carmen shall make the prudent investigation for the Products with regard to the patents, intellectual property rights and other proprietary rights in Chile, which Santa Carmen shall t
14、ake the necessary measures to avoid the inconveniences.Finally, should Santa Carmen could not or did not want exercise the above established preference and exclusivity, Lifan may offer other actors in Chile the Products, but in the same commercial conditions offered to Santa Carmen, which shall be d
15、isclosed should it so happen. However, the Products may not have the trademark SKYGO that is exclusive of Santa Carmen as is set forth by Clause Fourth.Now, the parties agree that, once expired any other agreement that on the date of execution herein, was in force in Chile on the part of Lifan with
16、other trademark and other distributor, Santa Carmen will have the above detailed priority and exclusivity.FIFTH:REPRESENTATION.Santa Carmen will make its better efforts as to requesting purchase orders and promoting the sales of the Products of Lifan, including to that end providing time and staff and thus undertakes, among other things, to visit old and new customers regu
