Exclusive Distributorship Agreement
The Sellers (Suppliers): Automax Tyre Co., Ltd
The Buyers (Distributors): ABC Company
This Agreement (hereinafter called "Agreement") is finalized on (date) between Automax Tyre Co., Ltd (hereinafter called "Suppliers") and ABC company (hereinafter called "Distributors") after negotiation.
Whereas, Suppliers is engaged in the business of manufacturing and selling certain of its products, namely Tires or Rims made in China (the "Products" as hereinafter defined) and wishes to sell Products through the Distributors; and Whereas, the Distributors desires to promote and sell the Products in the Territory (hereinafter defined); in consideration of the terms and covenants set forth herein and for other good and valuable consideration, the both parties agree as follows:
DEFINITION
1.1 "Products" shall mean the named brand tires or rims manufactured or supplied by Party A;
"Territory" shall mean the territory mentioned as follows: (Country or marketing areas name)
1.2 "Sales Contract / Performa Invoice" made to the Distributors shall mean Purchase Order of
the Products made to The Suppliers and confirmed by both parties. The contract should be confirmed within 3 days after
receipt of it.
APPOINTMENT
The Suppliers hereby appoints the Distributors as its exclusive distributor of the Products in the Territory.
3. RESPONSIBILITIES OF THE DISTRIBUTOR
3.1 In this territory, the Distributors shall purchase (quantity of the products) according to the agreement. If the Distributors single party cancels the order and thus leads to the loss of the Suppliers already manufactured products, it shall be the Distributors’ responsibility to compensate.
3.2 In continuously six months, if the Distributors cannot reach 70% of the yearly average purchase amount, the Distributors should explain the reasons to the Suppliers. If the Suppliers consider that the reasons are not bona fide or reasonable, it has the authority to terminate this agreement.
3.3 The Distributors should make sales activity in designated territories, crossing markets is prohibited.
3.4 The Distributors should inform the Suppliers its promotion activities in advance.
3.5 The Distributors should give feedbacks about information of products quality, market demand and competitors to the Suppliers in time.
4. RESPONSIBILITIES OF THE SUPPLIER
4.1 To supply the Products in accordance to the Contract or PFI signed by both parties. The Suppliers guarantee the minimum monthly products supply quantity; both parties should keep effective communication, when goods are in short supply, monthly average supply quantity should be guaranteed to the distributor.
4.2 To provide, from time to time, free of charges, such as sales brochures, catalogues, specifications or information to the Distributors as the Suppliers deems in its sole discretion to be necessary for the Distributors to perform its obligations under this Agreement;
5. EXCLUSIVITY
The Suppliers shall not sell the Products directly to any other parties other than the Distributors in the Territory and shall not appoint other distributors or agents for the Products or products competing with the Products in the Territory.
6. PAYMENT
Unless otherwise agreed between the parties in writing, all payment of the Products made by Contract/PFI under this Agreement shall be made by and under CIF price term. Prices of the Products are subject to change upon a written notice 10 days prior to such changes take effect. The payment item and price item shall be strictly executed by both parties.
7. PRODUCT REQUIREMENTS
The Suppliers products are manufactured according to International Standard. In the market where the standard applies, any special requirement on specifications, such as load index, speed rate, should be particularly stated in the Contract/PFI. It is considered as agreeing with the Suppliers’ specifications if without particular statement.
8. WARRANTY TERMS
It should be executed according to the warranty terms provided by the Suppliers. Single case's compensation approach should be specifically established by the Distributors.
9. REQUIREMENTS OF IMPORT DOCUMENTS
Due to different regulations and rules in different countries on the importation of China-origin products, the Distributor should state in the Contract / PFI the import documents, certificates and other special documents necessary. It will be considered as sans requirement if there is no such statement. Any problem hence occurred, such as fail to get customs clearance or inability to sell in the local market, will be full responsibility of the Distributor.
10. AMENDMENT
Any amendment of this Agreement may only become effective with written affirmation of both parties.
11. ASSIGNMENT
This Agreement shall not be assignable or transferable to any third party by either party without the other's written consent.
12. CONFIDENTIALITY
Both parties agree to hold confidential of all manuals, technical information, documentation and business information received or exchanged from the other party during the business processes, to keep them confidential and will not disclose to any third party within or after the term of this Agreement.
13. GOVERNING LAW & ARBITRATION
Any dispute, controversy or claim arising out of or relating to this Agreement, or the breach, termination or invalidity thereof, shall be settled by arbitration in accordance with the UNCITRAL Arbitration Rules as at present in force and the place of arbitration shall be in Beijing, China. The appointing authority shall be the Beijing International Arbitration Center. There shall be one or three arbitrators. The language of the arbitration shall be English.
14. VALIDATION TERMS
This Agreement is to be effective from (date), and shall remain in force till (date). The Agreement shall be automatically renewed for a period of one year at a time unless one of the parties has previously given the other party at least 3 months written notice of termination.
15. TERMINATION
15.1 In the event that either party fails to perform the obligation to comply with this Agreement or violates this Agreement, then the other party may cancel this Agreement by giving a written notice to the defaulting or violating party, unless such default or violations corrected within 60 days.
15.2 Either party may terminate this Agreement without giving a notice if the other party falls under any of the following items:
a) Insolvency or bankruptcy
b) Transfer in the interest of creditors
c) Seizure of property
d) Dissolution or liquidation
15.3 Any termination or expiration of this Agreement shall operate without prejudice to the rights and obligations of either party in relation to the other which have accrued prior to the expiration or termination date of this Agreement.
16. ENTIRE AGREEMENT
This Agreement supersedes and replaces any and all previous agreements, written and/or oral, between both parties. No alteration, modifications or change shall be valid unless made in writing and signed by both parties.
