经销合同书模版.doc

经销合同书
Distribution Contract

甲方：
Party A:

乙方：
Party B:

甲乙双方在平等互惠的基础上，本着长期合作、共同发展的原则，经过友好协商，一致达成如下合同条款：
On the principle of long-term cooperation and collaborative development, this Contract is entered into between the parties concerned on the basis of equality and mutual benefit on the terms and conditions set forth here below:

一、甲、乙双方郑重声明签约的公司是在中华人民共和国工商行政部门注册的合法公司。
1. Party A and Party B hereby solemnly declares that they are corporate entity legally registered with all relevant Authorities of the People’s Republic of China.

二、甲方在此授权乙方作为甲方的以下列明地区指定渠道的代理经销商：
2. Party A hereby appoints Party B to act as distributor in the following conditions:

（一）、乙方仅限于在中国人民共和国法律法规规定的 区域范围内享有甲方授予的--XXX产品经销代理权。
2.1-The distributorship granted to Party B is strictly limited to distributing Party A’s XXX within the territorial limits of territory.

（二）、乙方还被允许在区域范围内（除甲方即将或已经自行设立自营零售柜台的连锁店、超市、大卖场和其它零售网点外的）通过其它销售渠道推广、促销、销售和经营甲方的产品，但必须告知甲方详细情况。
2.2-As distributor, Party B is also allowed to market, promote, sell and distribute Party A’s through retail sales outlets located in Department Stores and Cosmetics Shops within the above-mentioned territory, except through any retail chainstores, supermarkets, hypermarkets and other points of sales where Party A would open or would already have opened their own retail counters.

（三）、对于因在本合同签订以前的其它经销合同而导致的仍有甲方的产品在上述区域范围内进行销售的可能，乙方在此声明已收到甲方的相关通报。
2.3-Party B hereby acknowledges that it has been duly informed by Party A that, due to the existence of previous sales agreements prior to the present Contract, Party A’s products may currently be available for sale in the locations where an exclusivity is hereby granted to Party B.

（四）、本合同签订后，甲方应签署一份授权书，以确认乙方对其它第三方的分销权利和特权。除上述经销区域和特定零售渠道外，未经甲方书面同意，乙方不得擅自越区域销售或将甲方的产品转让给其它区域第三方经营。
2.4-Upon signature of the present Contract, a letter of authorization shall be transmitted to Party B to the effect of ascertaining Party B’s distribution rights and prerogatives with any third parties. Except for the aforesaid territories and specified retail outlets, Party B shall not sell Party A’s products in any other territories or transfer Party A’s products to any third parties having similar business activities in such other territories without prior written approval from Party A.

（五）、作为获得指定渠道独家经销权的回报，乙方承诺在上述经销区域内广泛积极地推销和支持甲方的产品，并在此郑重承诺保证向甲方采购香水的最低采购量（不含税，以实际结算金额为准）满足以下条件：
自签约之日起三个月之内，累计最低采购量达到人民币 万元，累计开拓销售网点达到 10 家以上；
自签约之日起六个月之内，累计最低采购量达到人民币 万元，累计开拓销售网点达到 20家以上；
自签约之日起九个月之内，累计最低采购量达到人民币 万元，累计开拓销售网点达到 30家以上；
自签约之日起十二个月之内，累计最低采购量达到人民币 万元，累计开拓销售网点达到 40家以上。
计算方法参考本合同第二款第（七）条。
2.5-In return for such distribution rights, Party B hereby makes the formal commitment to promote and support Party A’s products as widely and as energetically as possible in the aforementioned areas. Party B hereby solemnly makes the commitment to fully settle with Party A a minimum amount of purchases (VAT not included) of Party A’s perfumes, stipulated as follows:
Within THREE Months from the signature of this contract: RMB
Within SIX Months from the signature of this contract: RMB
Within NINE Months from the signature of this contract: RMB
Within TWELVE Months from the signature of this contract: RMB
The above-mentioned amounts being calculated as described in paragraph 2.7 of the present contract.

（六）、若在规定的时间期限内，上述各项承诺未能实现，甲乙双方同意立即解除该经销合同，并免除任何经济补偿。
2.6-Party A and Party B agree that the distributiorship granted by the present Contract shall be immediately and rightfully cancelled without compensation if the above commitments are not fulfilled within the specified periods of time.

（七）、作为对乙方为推广和经销甲方产品的承诺和努力的回报，只要乙方完成季度最低采购量，则甲方提供给乙方的产品订货折扣应满足下列基本条件：
2.7-In return for such commitment and efforts in distributing and promoting Party A’s products, such products will be supplied to Party B in the following conditions:

-乙方每次订货额达到 万元（含税）以上，按统一零售价 折供货（例如：产品零售价格为每件100元，含17%增值税，供应给乙方的价格应为 元含税），甲方提供给乙方含税 17%的增值税发票。
-Discount OFF Retail Price: % (e.g.: a product offered at a Retail Price of RMB 100.00/piece – 17% V.A.T. included-, will be supplied to Party B at [RMB100.00- (100* %)=RMB V.A.T. included])

三、本合同签订后，乙方有权并有义务在所负责区域内的销售网点（已有的或新建的）合法地、适当地进行甲方产品的展示、促销和销售。
3. Upon signature of this Contract, Party B will have the right and the duty to display, promote by any legal and appropriate means, and sell Party A’s products in Party B’s point of sales, currently existing or to be created.

乙方在经过甲方同意后可以在甲方授权的商场和其他场所建立甲方品牌的形象专柜或展示柜，甲方应提供形象设计方案，设计和制作费用由乙方自行承担。
After approval from Party A, Party B will also have the right to set up one or more image counters or display furniture with Party A’s brands in the department stores and other places or locations authorized by Party A. In such case, Party A shall provide at Party B’s expenses one or more design scheme(s). The final cost of such image counter or display furniture shall be paid by Party B.

乙方不得在甲方出资制作的形象专柜和展示柜内展示、销售或发送其他公司的产品，包括与甲方商品同类的或不同类的商品。乙方不得以甲方的名义经营假冒甲方的商品，并在合同期限内保证对甲方品牌形象的保护，否则视为乙方违约。如对甲方品牌形象造成不良影响和损失，甲方将有权立即终止合同，取消乙方的经销资格，并要求乙方赔偿当年采购金额的15%作为违约金。
Party B shall neither display nor sell or give away any other company’s products in the image counters or display furniture by Part A, either of the same category as Party A’s commodities, or of a different category. Party B shall not handle or distribute any products considered by Party A as being an imitation of Party A’s products. Further, Party B shall promise to protect Party A’s brand image and identity. Failure by Party B to comply with the stipulations of the present article, Party A shall be entitled to terminate the Contract and Party B shall bear 15% of the annual purchase amount as compensation.

四、由甲方统一组织的全国性促销活动，其费用及赠品应由甲方承担；而由乙方组织的地区性活动中，费用及赠品由乙方承担，如甲方同意承担全部或部分费用和赠品的除外。
4. For national promotional events organized by Party A, the relevant expenses and gifts shall be Party A’s responsibility; for regional or local events organized by Party B, Party B shall bear the responsibility for the relevant expenses and gifts, unless Party A accepts to completely finance or to contribute to part of Party B’s expenses and gifts.

五、乙方应出具书面《订货单》给甲方作为每次订货的依据，甲方在三个工作日内签发《售货合同书》加以确认。甲方在收到乙方全额付款后，在三个工作日内安排发货。
5. A written Purchase Order shall be issued by Party B for each order placed with Party A, and Party A shall issue a Sales Confirmation within 3 working days. After confirmation of the order, Party A shall make arrangements within 3 working days for the delivery of the goods ordered by Party B upon receipt of the full payment.

甲乙双方同意，如果货款在发货之前没有全部到达甲方帐户，而甲方仍旧将货品发出的，乙方承认甲方保有该批货品的所有权直至甲方收到全部货款为止。
It is hereby formally agreed by both Parties that, should a full payment of the goods ordered by Party B not be received by Party A before delivery, the goods that Party A would nevertheless accept to ship to Party B will remain Party A’s exclusive property until full payment of all ordered goods has been received by Party A.

只有在乙方订货金额（不含税）超过人民币1万元时甲方才负责承担运费。甲方有权指定运输方式和货运公司，将货品运至乙方公司所指定的唯一地址。任何随后发生的市内运费应由乙方自行承担。
Party A shall be responsible for the transportation charges only when Party B’s order is more than RMB 20,000 (20,000 Yuan RenMinBi) (VAT not included). Party A shall be entitled to appoint the mode of transport as well as the forwarder or transportation company, and the goods will be delivered in one single address appointed by Party B; any further local transportation charges within the destination city shall be borne by Party B.

如果乙方订货金额（不含税）少于人民币1万元，乙方有权指定运输方式和货运公司，但是乙方必须自行承担运费，安排其货运公司到甲方仓库提货，并承担自货物离开甲方仓库之时起的货物灭失或损坏的一切风险。
If the order placed by Party B is less than RMB 10,000 (Ten Thousand Yuan RenMinBi) (VAT not included), Party B will have the right to appoint the mode of transport as well as the forwarder or transportation company. In such case, Party B will be under obligation to make all arrangements for the collection of the goods at Party A’s factories or warehouses and the goods will be forwarded to their final destination at Party B’s exclusive risks and expenses.

乙方收货后三个工作日内应立即仔细核对发货数量是否与甲方《发货单》一致，货品有无损坏。如有问题或疑问，应在五个工作日书面报告通知甲方，逾期甲方将视乙方如数并完好无损地收到甲方所发的商品。运输途中的任何损失，乙方有责任立即向运输公司提起索赔要求，并立即通告甲方，以便于甲方协助乙方向运输部门追索赔偿。
If, and only if the order placed by Party B with Party A is more than RMB 10,000 (10,000 Yuan RenMinBi) (VAT not included), within 3 working days from the receipt of the commodities, Party B shall carefully verify the quantity and quality of the delivery according to Party A’s Delivery Order. Should there be any problems or discrepancies, Party B shall immediately issue a written report to notify Party A; otherwise Party A shall regard the commodities delivered as all in good condition. Party B shall also within 5 working days take the responsibility to submit a claim against the forwarder for compensation of any damages during transportation of the goods and will forward that claim to Party A for follow-up with the forwarder or transportation company.

只有在乙方订货金额（不含税）超过人民币1万元时，甲方同意免费更换由货运公司损坏的所有产品，条件是损坏情况已由货运公司认可、签收，并在乙方收货后五个工作日内将损坏的货品交至甲方公司。
Party A agrees to replacing at no charge the products which would have been damaged by the transportation company, provided always that those products have been remitted to the transportation company appointed by Party A, and that such damaged products be returned to Party A in their original packaging, within 5 working days from the date said goods have been received by Party B.

乙方指定订货负责人为 ，电话 ；乙方指定收货人为 ，电话 ，传真 ，收货地址： 。
Party B’s appointed person in charge of placing orders is , telephone . Party B’s appointed person in charge of receiving goods is , telephone , fax , delivery address .

六、甲方保证供应的产品符合中华人民共和国相关产品质量的要求，并遵守中国相关法律。如果商品本身存在质量问题，与甲方的标准样品有差异，甲方同意免费进行调换。
6. Party A promises that the products will be supplied in accordance to the quality standard request of People’s Republic of China by the laws and regulations of the People’s Republic of China. Should any of Party A’s products be found of unsatisfactory quality when compared to Party A’s approved samples, Party A agrees to exchange such defective products at their own expenses.

甲方安排滞销货品调换，期限为供货的3个月后。每次允许的货品调换额度为需调换单品采购数量的20%，但条件是：
- 乙方的零售价格必须遵循甲方的建议市场零售价；
- 乙方必须提供有关证据，以证明在调换货申请提出之前两个月内曾经努力以特价方式（至少8折优惠）销售过相关货品;
- 乙方必须在每月10日前提供上月的进销存报告给甲方。
- 作为独家经销商的其他更换条件按补充合同条款。
Further, Party A will arrange to exchange the slow-moving products for Party B twice a year in January and July. Every time, such exchange quantity is limited to 20% of the purchase quantity of the product placed by Party B with Party A only if Party B:
-strictly complies with the retail prices suggested by Party A,
-can give evidence of their efforts to sell Party A’s products at least 20% below those suggested retail prices for a period of two months before sending such request for exchange of products,
-supplies to Party A, before the 10th of each month, a sales and stock report for the previous months.
-other provisions, please see the attachment.

同样的调换期限和数量限制还适用于甲方以后增加的新品种和甲方已停止供货的乙方库存。
The same period of time and percentage limits will apply to any exchange requested by Party B in case Party A would offer newly created products or would discontinue any particular products previously received by Party B from Party A.

甲乙双方同意需调换商品的包装必须完好无损，内部配件要完整无缺，不可用其他配件代替。经甲方质检部门确认后，方可调换。
In any case of exchange requested by Party B, it is agreed by both parties that the products packaging and components must be found unopened and undamaged, and that all the accessories must be found intact without any damages or replacement(s). The exchange shall be carried out after approval from Party A’s Quality Inspection Department.

七、若乙方在合同签订1个星期内未能向甲方提供第一笔订单，则甲方可不承担本合同所规定的各项义务。
7. Should Party B fail to place their first order with Party A within a period of one weeks from the date the present Contract has been signed, Party A shall be rightfully and automatically released from the obligations and stipulations of the present Contract.

八、市场情况报告：乙方每月10号之前向甲方提供一次详细报告，内容包括：
- 约定经销区域内每个甲方产品销售网点的经营情况（包括月初库存、月末节余、销售数量等）；
- 当地市场现况；
- 有关甲方产品的用户意见。
同时，乙方应随时向甲方提供其他供应商的类似商品样品及其价格、销售情况和广告资料。
8. Reports on Market Conditions: Party B shall forward to Party A, on or before the 10th of each month a detailed report:
-on the activities of EACH point of sales where Party A’s products can be found with the aforementioned area, (including initial stocks, ending stocks, sell-out, etc…)
-on the current market conditions in said area and
-on consumers' comments about Party A’s products.
Meanwhile, Party B shall, from time to time, send to Party A samples of similar commodities offered by other suppliers, together with their prices, sales information and advertising materials.

九、本合同一经双方签字生效，有效期从年月日至年月日止。

十、甲、乙方签约同时须出具法定代表人身份证和乙方公司营业执照、税务登记证正本复印件给甲方存档。本合同未尽事宜，可由补充协议来完善。
10. Party A and Party B shall provide the following set of documents: one copy of legal entity’s official representative’s ID Card, Business License, Tax Registration, etc. to Party A when signing the Contract. Anything not covered in this Contract shall be discussed separately by both parties, and supplemental provisions shall be made accordingly.

十一、合同引起的争议，甲乙双方协商解决；如果不能达成共识，双方约定由上海市人民法院管辖解决争议。
11. All disputes arising from the execution of this Contract shall be settled through friendly negotiation. In case no settlement could be reached, the case in dispute shall then be submitted to the Shanghai Changning District Courts.

十二、违约方应按年进货价格的15%金额承担违约责任（不可抗力除外），并允许任何一方有权提前一个月书面通知终止合同。
12. Should there be any direct economic loss to either party caused by the other party due to a breach of this Contract (force majeure being excepted), the party in breach shall bear 15% of the annual purchase amount as compensation, and the Contract may be then terminated by either party with one month written notice.

十三、甲方应提供其产品在中国大陆销售及授权销售的一切应出具的合法文件，并对其产品的质量负责。甲、乙双方在此承诺：若由任何一方原因引起对方因侵权或质量投诉，使对方名誉、形象或经济受到损失，无过失方可中止合同。
13. Party A should offer all the necessary legal papers for UDV products selling in China Mainland including an Authorization Letter. Party A shall take the responsibility for products qualities. Party A and Party B hereby make the formal commitment that, should either of them be the cause of a prejudice caused to the other further to a client’s complaint or to a loss of reputation, honour, image or economic profit, the party which is victim of such wrong-doings would be entitled to terminate the present contract without notice.

十四、本合同一式贰份，双方各执壹份。本合同以中、英文书就，两种文字具有同等效力。如本合同中英文之间存在任何差异，甲乙双方应本着平等互利、长期合作的目的，以友好协商的方式解决，以谋求双方的共同发展和繁荣。
14. This Contract is made out in two originals, each party holding one original both in English and Chinese languages, each language having an equivale