1、 . 國際經銷商授權協議(中英文)Authorized Dealer AgreementBased on the equality and mutual benefit, both parties made and entered into the following agreement on, both parties should carry out business according to the following terms and conditions upon signature.根據平等互利，雙方作出分為以下協議簽訂，雙方應開展業務按照下列條款和條件的簽名。Based on

2、the equality and mutual benefit, both parties made and entered into the following agreement on, both parties should carry out business according to the following terms and conditions upon signature. 1. The Parties Concerned有關締約方The Parties ConcernedParty A:甲方：Party A:Add:地址：Add:Tel:：Tel:Fax: ：Fax:E-

3、mail:電子：E-mail:Party B:乙方：Party B:Add:地址：Add:：Tel:Fax: ：Fax:E-mail:電子：E-mail:1. Definitions定義DefinitionsWhen used in this Agreement, the following terms shall have the respective meanings indicated, such meanings to be applicable to both the singular and plural forms of the terms defined:當本協議中使用的下列術

4、語應具有各自的含義表示，這種意義是適用于這兩種定義方面的單數和復數形式：When used in this Agreement, the following terms shall have the respective meanings indicated, such meanings to be applicable to both the singular and plural forms of the terms defined: · “Agreement” means this agreement, the Schedules attached hereto and any

5、 documents included by reference, as each may be amended from time to time in accordance with the terms of this Agreement; “協議”指本協議附表所附的任何文件，包括參照，因為每個可能不時按照當本協議的條款作出修訂; · “Agreement” means this agreement, the Schedules attached hereto and any documents included by reference, as each may be amen

6、ded from time to time in accordance with the terms of this Agreement;· “Accessories” means the accessories described in Exhibit A attached hereto, and includes any special devices manufactured by Part A and used in connection with the operation of the Goods.“配件/附件”是指圖標A所述附上的配件，并包括A部分所制造并用于連接貨物運

7、作的特殊裝置。附件可能被從圖表A中被刪掉也可能加進去，公司單方面可隨時自行更改他們的規格和設計，要向乙方郵寄書面通知。每個更改，在書面通知發送給分銷商的15天后生效。- “Accessories” means the accessories described in Exhibit A attached hereto, and includes any special devices manufactured by Part A and used in connection with the operation of the Goods. Accessories may be deleted

8、from or added to Exhibit A and their specifications and design may be changed by Company at its sole discretion at any time by mailing written notice of such changes to Part B. Each change shall become effective 15 days following the date notice thereof is sent to Distributor. · “Affiliate mean

9、s” any company controlled by, controlling, or under common control with Company. “加盟是指”控制的任何公司，控制，或與公司共同控制。Affiliate means any person, corporation or other entity:加盟指任何人，公司或其他實體：o which owns, now or hereafter, directly or indirectly 33% or more of any class of the voting stock of Part A or is, now o

10、r hereafter, directly or indirectly, in effective control of Part A; or擁有，現在還是以后，直接的或是間接的超過33%的有投票權的股票類表決直接或間接的有效控制A，或o 33% or more of any class of the voting stock of which Part A, or a party described in paragraph (i), owns, now or hereafter, directly or indirectly, or of which Part A, or a party

11、described in paragraph (i), is, now or hereafter, directly or indirectly, in control. 33或以上的任何其中A部分，或在第（i）項所述的一方，擁有，現在還是以后，直接或間接，或投票權的股票類，其中A部分，或在段所述（一一黨），是在現在還是以后，直接或間接控制。· “Affiliate means” any company controlled by, controlling, or under common control with Company. Affiliate means any perso

12、n, corporation or other entity: o which owns, now or hereafter, directly or indirectly 33% or more of any class of the voting stock of Part A or is, now or hereafter, directly or indirectly, in effective control of Part A; or o 33% or more of any class of the voting stock of which Part A, or a party

13、 described in paragraph (i), owns, now or hereafter, directly or indirectly, or of which Part A, or a party described in paragraph (i), is, now or hereafter, directly or indirectly, in control. · “Customer” means any person who purchases or leases Products from Part B. “客戶”是指任何人誰購買或租賃產品B部分·

14、; “Customer” means any person who purchases or leases Products from Part B. · “Delivery Point” means Part A's facilities at FULL ADDRESS. “投遞點”是指在詳細地址A部分設施。Delivery point means Distributor's facilities at FULL ADDRESS.傳遞點是指在詳細地址分銷商的設施。- “Delivery Point” means Part A's facilities at

15、FULL ADDRESS. Delivery point means Distributor's facilities at FULL ADDRESS. · “Exhibit” means an exhibit attached to this agreement. “展覽”是指該協議所附的展覽。- “Exhibit” means an exhibit attached to this agreement.· “Goods” means those items described in Exhibit A. Goods may be deleted from or

16、added to Exhibit A and their specifications and design may be changed by Company at its sole discretion at any time by mailing written notice of such changes to Distributor. “貨物”是指圖表A中的產品.圖表A中的產品可以增加或減少。A表中的任何產品和附件的變化都要以書面形式告知乙方。每個變更在通知道分銷商15天后方可生效。· “Goods” means those items described in Exhib

17、it A. Goods may be deleted from or added to Exhibit A and their specifications and design may be changed by Company at its sole discretion at any time by mailing written notice of such changes to Distributor. Each change shall become effective 15 days following the date notice thereof is sent to Dis

18、tributor.· “Products” means Goods and Accessories. “產品”是指商品和配件。- “Products” means Goods and Accessories· “Territory” means the geographic area outlined in Article 6. “領土”是指地理區域，在第6條所述。- “Territory” means the geographic area outlined in Article 6.· “Trademark” means any trademark, logo

19、, service mark or other commercial designation, whether or not registered, used to represent or describe the Products of Party A. “商標”是指任何商標，標志，服務標志或其他商業名稱，不論是否登記，用來表示或描述甲方產品- “Trademark” means any trademark, logo, service mark or other commercial designation, whether or not registered, used to repr

20、esent or describe the Products of Party A.3. Appointment預約AppointmentParty A hereby appoints Party B as its Authorized Dealer Agent to solicit orders for the Products stipulated in Article 6 from customers in the territory stipulated in Article 6.甲方特此任命乙方為授權經銷商，在第6條規定的地區銷售產品。Party B accepts and assu

21、mes such appointment. Part A, to the extent that it is legally Permitted to do so, (i) shall not appoint any Party B or agent in the Territory for the Products other than Party B, (ii) shall not, and shall cause any Affiliate not to, knowingly sell Products to any person other than Part B or a party

22、 designated by Party B for use or resale within the Territory, and (iii) shall use its best efforts to prevent any party other than Party B from seeking customers for the Products in the Territory, from establishing any branch related to the distribution of Products in the Territory, or from maintai

23、ning any distribution depot with respect to the Products in the Territory. If Party A, or any Affiliate, sells any Product which is eventually resold in the Territory (other than a sale to Party B or a party designated by Party B) and Party A, or that Affiliate, had reason to know at the time of its

24、 sale of that Product that such resale was likely to occur, Party A shall, immediately after the trigger sale (which shall be the resale of the Product in the territory or the sale immediately preceding the use of the Product in the Territory) is contracted, pay to the Party B 10 % of the price of t

25、hat Product under this Agreement at the time that the trigger sale was contracted, which payment shall represent a recapture of certain advertising and capital expenditures made by Party B. Nothing contained in this Section shall affect any other right or remedy which Party B may have pursuant to th

26、is Agreement.乙方接受并承擔任命。A部分，即它在法律上是允許這樣做的程度，（i）不得任命任何第三方在乙方代理地區銷售甲公司產品，（ii）不得在乙方代理的地區設任何個人或者公司形式的第三方加盟來銷售乙方所代理的產品。（三）甲方必須盡最大的努力防止任何其它地區的經銷商在乙方所代理的地區出售產品。如果甲方或任何加盟，直接銷售任何產品到乙方所代理的地區，或最終轉售到乙方所代理的地區（除向乙方或乙方指定的一方出售），要在出銷售行為發生之前告知乙方，并須向乙方支付該交易交總額的10。此費用作為補償乙方所支出的廣告和其它的相關資本支出。Party A hereby appoints Party

27、B as its Authorized Dealer Agent to solicit orders for the Products stipulated in Article 6 from customers in the territory stipulated in Article 6. Party B accepts and assumes such appointment. Part A, to the extent that it is legally Permitted to do so, (i) shall not appoint any Party B or agent i

28、n the Territory for the Products other than Party B, (ii) shall not, and shall cause any Affiliate not to, knowingly sell Products to any person other than Part B or a party designated by Party B for use or resale within the Territory, and (iii) shall use its best efforts to prevent any party other

29、than Party B from seeking customers for the Products in the Territory, from establishing any branch related to the distribution of Products in the Territory, or from maintaining any distribution depot with respect to the Products in the Territory. If Party A, or any Affiliate, sells any Product whic

30、h is eventually resold in the Territory (other than a sale to Party B or a party designated by Party B) and Party A, or that Affiliate, had reason to know at the time of its sale of that Product that such resale was likely to occur, Party A shall, immediately after the trigger sale (which shall be t

31、he resale of the Product in the territory or the sale immediately preceding the use of the Product in the Territory) is contracted, pay to the Party B 10 % of the price of that Product under this Agreement at the time that the trigger sale was contracted, which payment shall represent a recapture of

32、 certain advertising and capital expenditures made by Party B. Nothing contained in this Section shall affect any other right or remedy which Party B may have pursuant to this Agreement.如果有任何第三方（除乙方和其所屬公司）向甲方求購產品，甲方需將求購信息轉給乙方處理。If Party A or any Affiliate is contacted by any party inquiring about th

33、e purchase of Products in the Territory (other than Party B or a party designated by Party B), Party A shall, or shall cause that Affiliate to, refer such party to Party B for handling.If Party A or any Affiliate is contacted by any party inquiring about the purchase of Products in the Territory (ot

34、her than Party B or a party designated by Party B), Party A shall, or shall cause that Affiliate to, refer such party to Party B for handling.如、如Party B declares that it shall not sell Party A products outside territory outlined in Article 6 without a permission of Party A.乙方聲明，在不得到甲方許可的情況下，不得在其代理區外

35、的地方銷售第6條所列的產品。Party B declares that it shall not sell Party A products outside territory outlined in Article 6 without a permission of Party A.4. Products產品ProductsLED LIGHTING PRODUCTS: LED tube light, LED bulb light, LED down light, LED Strip Light, etc produced by Party A. The exact list of produ

36、cts is attached to this Agreement as Exhibit A. Goods may be deleted from or added to Exhibit A and their specifications and design may be changed by Party A at its sole discretion at any time by mailing written notice of such changes to Party B. Each change shall become effective 15 days following

37、the date notice thereof is sent. LED照明產品：發光管燈，LED燈泡燈，LED筒燈，LED燈條燈，等由甲方的產品。產品名稱已例于表A。甲方可以更改產品的設計和規格。任何改動需以書面形式告知乙方。甲方發出通知15天后方可生效。LED LIGHTING PRODUCTS: LED tube light, LED bulb light, LED down light, LED Strip Light, etc produced by Party A. The exact list of products is attached to this Agreement a

38、s Exhibit A. Goods may be deleted from or added to Exhibit A and their specifications and design may be changed by Party A at its sole discretion at any time by mailing written notice of such changes to Party B. Each change shall become effective 15 days following the date notice thereof is sent.5.

39、New Products新產品New ProductsIf Company or any Affiliate now or hereafter manufactures or distributes, or proposes to manufacture or如果本公司或任何加盟現在還是以后的生產和銷售，或建議制造或distribute, any product other than the Products, Company shall immediately notify, or cause such Affiliate to notify, Distributor of that fac

40、t and of all details concerning that product.分發，任何產品比其他的產品，公司應立即通知，或造成這種加盟通知，分銷商這一事實，所有有關該產品的細節。Company shall grant, or shall cause the subject Affiliate to grant, such distribution rights to Distributor on terms and conditions no less favorable than those provided in this Agreement with respect to

41、Products.公司應給予，或須安排的條款和條件不低于原來在這方面的協議所提供的產品有利于這一問題給予加盟，這些分銷商的分銷權。If Company or any Affiliate now or hereafter manufactures or distributes, or proposes to manufacture ordistribute, any product other than the Products, Company shall immediately notify, or cause such Affiliate to notify, Distributor of

42、 that fact and of all details concerning that product. Company shall grant, or shall cause the subject Affiliate to grant, such distribution rights to Distributor on terms and conditions no less favorable than those provided in this Agreement with respect to Products.6. Territory領土TerritoryAuthorize

43、d Dealer district: Central Europe (the territory of Hungary, Poland, Slovakia, Romania, Checz Republic).授權經銷商區：中歐（匈牙利，波蘭，斯洛伐克，羅馬尼亞，捷克國的領土）。乙方在合約期在些地區銷售。不能在合約外的地區銷售。And can't solicit orders in the market witAuthorized Dealer district: Central Europe (the territory of Hungary, Poland, Slovakia, Ro

44、mania, Checz Republic). Part B develops customers in this appointed district during agreement period. And cant solicit orders in the market without appointment.We dont understand this sentence. Does it mean, that Part B cant solicit orders outside the territory specified?7. Term長期TermThis Agreement

45、shall become effective as of the date hereof upon execution by an officer or other authorized representative of Part A and by an authorized representative of Part B and shall remain in effect for one year thereafter, the first 6 months of which is the assessment period.本協議從簽字之日起生次，有效期為一年。此后的一年，首6個月的

46、評估期，其中。In this period, if Part B can't reach sales target specified in Article 8 , Part A has the right to cancel this Agreement by sending a written notice to Part B. If Part A does not send a written notice of cancellation within 15 days from the end of the assessment period, the Agreement sho

47、uld stay valid for the whole one year period.在此期間，如果乙方不能達到銷售目標（在8中列出），甲方有權取消合同。取消合同需發書面通知。如果甲方在到期后的15天沒有發出書面通知，此合同繼續生效。生效期為半年。Upon the expiration of this contract, both parts negotiate for renewing or canceling of the contract.當本合同期滿，兩個部分的談判延長或取消合同。In the same conditions, Part B has the priority of

48、renew contract.在一樣條件下，乙方有優先的續約合同。This Agreement shall become effective as of the date hereof upon execution by an officer or other authorized representative of Part A and by an authorized representative of Part B and shall remain in effect for one year thereafter, the first 6 months of which is the

49、assessment period. In this period, if Part B cant reach sales target specified in Article 8, Part A has the right to cancel this Agreement by sending a written notice to Part B. If Part A does not send a written notice of cancellation within 15 days from the end of the assessment period, the Agreeme

50、nt should stay valid for the whole one year period. Upon the expiration of this contract, both parts negotiate for renewing or canceling of the contract. In the same conditions, Part B has the priority of renew contract.If Part B meets the Sales targets outlined in Article 8 , Part A can cancel this

51、 Agreement before it comes to term only in the following cases:如果乙方符合銷售目標概述第部分可以取消該協議后，才長遠來說，只有在下列情況下：If Part B meets the Sales targets outlined in Article 8, Part A can cancel this Agreement before it comes to term only in the following cases:· If Distributor shall file or have filed against i

52、t a petition in bankruptcy or insolvency or if Distributor shall make an assignment for benefit of its creditors of if Distributor's viability as a going concern should, in Manufacturer's judgment, become impaired;如果經銷商應提交的文件或反對在破產或無力償債或經銷商應作出對債權人的利益分配的一份請愿書，如果分銷商作為一個持續經營上的可行性，在制造商的判斷，成為受損;

53、· If Distributor shall file or have filed against it a petition in bankruptcy or insolvency or if Distributor shall make an assignment for benefit of its creditors of if Distributor's viability as a going concern should, in Manufacturer's judgment, become impaired;· if Distributor

54、degrades and places in bad repute the name and reputation of Manufacturer expressly or by virtue of its methods of handling and/or promoting the Products;如果發行降解并在惡劣的地方聲譽的名稱和制造商的聲譽明示或它的處理方法和美德/或推廣產品; · if Distributor degrades and places in bad repute the name and reputation of Manufacturer expre

55、ssly or by virtue of its methods of handling and/or promoting the Products;· if Distributor fails to meet any other of its obligations hereunder;如果分銷商不能滿足其任何本協議的其他義務; · if Distributor fails to meet any other of its obligations hereunder;Part B has the right to cancel this Agreement any tim

56、e by sending written notice to Part A 30 days prior of the time of cancellation.乙方有權取消發送書面通知之前，部分取消的30天時間，阿本協議的任何時間。Part B has the right to cancel this Agreement any time by sending written notice to Part A 30 days prior of the time of cancellation. 8. Sales target銷售目標Sales target In the first 6 mon

57、ths after the agreement is signed (assessment period), sales volume should be USD 350,000.00 (there is no minimum sales volume monthly). Batch delivery is allowed by party B only if this does not cause any delay in the shippment of any orders affected.在頭6個月后，協議簽署（評估期），銷售額應該350,000.00美元（沒有最低銷售量每

58、月）。批量交付乙方時保證不會導致任何延誤和空運受影響的任何命令。In the first 6 months after the agreement is signed (assessment period), sales volume should be USD 350,000.00 (there is no minimum sales volume monthly). Batch delivery is allowed by party B only if this does not cause any delay in the shippment of any orders af

59、fected.9. Price policy價格政策Price policy9.1. The price will be floated downward 3% on the base of the price list issued in 2009.9.1。價格比2009年的價格下調3%。Company reserves the right, in its sole discretion, to change prices or discounts applicable to the Products.公司有權自行決定，改變價格或折扣適用于該產品。Company shall give written notice to Distributor of any price change at least 15 days prior to the effective date thereof.價格變動甲方應書面通知乙方。從通知日算起，15天生次。該價目表（其中已包含了3的折扣），是協議