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1、独家经销协议（英文）APPOINTMENT OF EXCLUSIVE DISTRIBUTOR AGREEMENT Dated 08th January 20021 Parties(1) (name of principal) whose registered office is in the PR of China at the address . (the Principal)(2) (name of principals agent) whose registered office in the PR of China at the address . (the Principals ag
2、ent)2 Recitals2.1 The Principal manufactures goods including the Products2.2 The Principals agent trades with the Products of the Principal 2.3 The Distributor wishes to sell the Products in the Territory3 DefinitionsThe following terms shall have the following meanings:3.1 Business: the promotion a
3、nd sale of the Products by the Distributor and all matters related3.2 Commencement Date: the date set out at the head of this Agreement3.3 Conditions: the provisions contained in clauses 5 to 9 which shall be incorporated into this Agreement in their entirety3.4 Consignment: each shipment of Product
4、s made by the Principal and/or the Principals agent in response to an order placed in accordance with the terms of this Agreement by the Distributor3.5 Currency: US Dollars3.6 Documents: the documents which must be presented in order to obtain payment under the respective sales contract pursuant to
5、which a documentary credit is opened3.7 Expiry Date: within 2 two years after Commencement Date unless extended as per clause 5.6 of this Agreement3.8 Trade Name: (insert details)3.9 Minimum Annual Performance: sales of the Products in each year of the Term 3.10 Products: the products briefly descri
6、bed in Schedule 1 3.11 Rights: the sole and exclusive right of the Distributor to carry on:3.11.1 the Business3.11.2 for the Term3.11.3 in the Territory3.12 Term: the period starting on the Commencement Date and ending on the Expiry Date unless earlier determined as provided in this Agreement3.13 Te
7、rritory: the territory of the State of Israel4 Grant and reservations4.1 The Principal grants to the Distributor the Rights4.2 The Principal agrees not to appoint any other person to act as its distributor of the Products in the Territory during the Term4.3 Without prejudice to the remaining provisi
8、ons of this Agreement the Principal reserves the right to vary the Price of the Products subject current market prices at the time of receiving an order from the DistributorCONDITIONS5 Principals obligationsThe Principal agrees with the Distributor throughout the Term:5.1 Sole and exclusive distribu
9、torNeither itself nor through any agent or other distributor lawfully acting for it directly or indirectly to infringe the Rights5.2 Support and informationTo support the Distributor in its efforts to promote the Business and sales of the Products and in particular at its own expense5.2.1 to supply
10、trial samples of the Products upon request from the Distributor5.2.2 to provide and promptly update information about the Products5.3 IndemnityTo indemnify and keep indemnified the Distributor from and against any and all loss damage or liability whether criminal or civil suffered and legal fees and
11、 costs incurred by the Distributor in the course of conducting the Business and resulting from:5.3.1 any act, neglect or default of the Principal, the Principals agent or their agents, employees, licensees or customers5.3.2 any successful claim by any third party alleging libel or slander in respect
12、 of any matter arising from the supply of the Products or the conduct of the Business in the Territory provided that such liability has not been incurred by the Distributor through any default in carrying out the terms of this Agreement5.4 Delivery of ProductsSubject to availability to supply to the
13、 Distributor or the customers of the Distributor in the Territory the Products in accordance with orders received from the Distributor which:5.4.1 comply in all respects with relevant governmental or other regulations in the Territory5.4.2 are of merchantable quality5.4.3 conform to sample and speci
14、fication limits5.4.4 are at prices notified to the Distributor by the Principal on a case to case basis5.4.5 are delivered with all reasonable dispatch as provided in the specific sales contract5.5 Extension of TermTo extend the Term for one further period of two years without break in continuity pr
15、ovided that the Distributor:5.5.1 has properly observed and performed its obligations under this Agreement throughout the Term5.5.2 serves a notice on the Principal requiring such extension not later than 30 days before the Expiry Date5.5.3 accepts that the terms of this Agreement shall apply to any
16、 extension of the Term under this clause 5.6 Extension of Territory5.6.1 To give to the Distributor not less than 60 days written prior notice of the Principals intention to appoint any person other than the Distributor and of the terms of such appointment:5.6.1.1 to sell the Products or goods similar to the Products5.6.1.2 in any p
