代理协议新版.doc
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1、DISTRIBUTION AGREEMENTBETWEENDoogee, a company incorporated under the Laws of China, and having its registered office at _ herein after referred to as “Supplier”(which expression unless it be repugnant to the context and meaning thereof mean and include its successors and assigns) of the ONE PART :A
2、NDLLC “DISTRIBUTION CENTRE”, having its principal place of business at Property 6, Leningradskaya str. 39, Khimki, Moscow Region, Russia, 141400 hereinafter referred to as “Distributor” (which expression shall ,unless it be repugnant to the context and meaning thereof mean and include, in the event
3、of being an individual , his/her heirs executors and administrators ; a sole proprietary concern, his/her heirs executors and administrator of the sole proprietor; a company its successors and permitted assignees; a partnership firm, the partners for the time being of the firm, the survivor or survi
4、vors of them and the heirs executors and administrators of the last surviving partner, of the OTHER PART:Signed Moscow, 01.03.2023WHEREAS, Supplier design, manufacture, exports and sells various Supplier branded products for end users. Supplier is interalia engaged in manufacturing and selling Suppl
5、ier branded products and re-selling third party products (collectively “Products”) to customers directly.WHEREAS the Distributor has expressed its desire to re-sell Products in the Territory; AND WHEREAS, Supplier, based on the aforesaid representation, has agreed to appoint Distributor subject to s
6、uch terms and conditions stated hereunder.1. DEFINITIONSIn this agreement, unless the context otherwise requires, the following expressions have the following meanings:Agreement: means the Supplier Consumer Distributor Agreement, including the Schedule Supplier Authorised Representative: Suppliers a
7、uthorised representative shall be the Director, Vice President and General Manager or any other person authorized by Supplier.Products: means Mobile handsets but not spare or replacement parts supplied by Supplier (but not necessarily manufactured, assembled or, in the case of software, owned by Sup
8、plier or any of its subsidiary companies or affiliates) to the Distributor.Commencement Date: means the date upon which this Agreement shall become effective as specified in the Schedule.Intellectual Property Rights: means patents, trade and service marks, registered designs, applications for any of
9、 the foregoing, copyrights, design rights, know-how, confidential information, trade and business names and any other similar protected rights in any country.Marks: Suppliers trade marks and service marks as created from time to time.Invoice Price: means, in relation to the purchase of Products, the
10、 amount invoiced by Supplier to Distributor excluding all country, provincial, state and local sales, use, value added, excise, privilege, franchise and similar taxes, duties or levies and any transport and insurance charges included in such invoice.Documentation: means literature accompanying the P
11、roducts.Territory: means the Territory as specified in the Schedule.Year: means a period of 12 calendar months.Supplementary Agreement means the further agreement(s) as may be executed between the parties to include such other commercial terms and conditions which are not incorporated in this Agreem
12、ent.2. APPOINTMENT2.1 Supplier hereby grants to Distributor the exclusive right for 12 months from the date of signing of this agreement to market and distribute, on its on account, the Products in the Territory unless mutually agreed to terminate the agreement earlier. 2.2 Distributor shall perform
13、 its obligations hereunder in accordance with all reasonable instructions which Supplier may give Distributor from time to time.2.4 Distributor shall not be entitled to any priority of supply of the Products over Suppliers other customers (including other distributors) and Supplier may allocate prod
14、uction and delivery among its customers, other distributors as it sees fit.2.5 Distributor represents and warrants to Supplier that it has the necessary ability and experience to carry out the obligations assumed by it under this Agreement and that by virtue of entering into this Agreement it is not
15、 and will not be in breach of any express or implied obligation to any third party binding upon it.3. DURATION协议期限Subject to earlier termination as hereinafter provided, this Agreement shall commence on the Commencement Date and shall continue for 12 months from the date of commencement “Initial Per
16、iod time” unless Supplier has given notice of its intention not to sign a new Distributor Agreement with the Distributor in which event this Agreement shall expire forthwith on the expiry of the Initial Period or the date of the notice from Supplier whichever is the later. The Distributor acknowledg
17、es and agrees that there is no promise or assurance of any continuation of any business relationship which is entirely at the discretion of Supplier.4. SALE, PURCHASE, RETRUN OF THE PRODUCTS AND SUPPORT4.1 List of the Products and targeted quantities are agreed in Addendum 1 to the present Agreement
18、. The number and frequency of Purchase Orders are not limited. The Invoice prices for the Products are to be specified in Addendum 2 to the present Agreement. 产品及产品的数量,发票价格4.2 The product sold to the Distributor shall not be returned to Supplier during continuation of this Agreement or any time ther
19、eafter/termination of Agreement.协议签订之后便不允许退货。4.4 Supplier reserves the right to approve customers/ re-sellers that the Distributor can market the Products to.我们保存对方把货卖给谁的批准权。4.5 Supplier will provide price list to the Distributor containing the Recommended Distributor Transfer Price applicable to th
20、e Territory for all products. Supplier shall revise and/or confirm the pricing on a monthly basis to the Distributor. 4.6. Distributor must notify Supplier within seven (7) working days from the date of receiving Products of any short shipped, wrong shipped, defective and damaged Products. Supplier
21、at its discretion may repair, replace or refund for the Products notified. No claim in this regard will be accepted by Supplier from Distributor after expiry of said 7 seven days period. Only within article 4.6 the date of receiving the Products by Distributor shall be understood as the date on the
22、Russian customs import declaration.4.8 All incentives, schemes and any other payout given by Supplier to Distributor, shall be inclusive of all taxes, if any. Any other tax liability arises in the future for these schemes, incentives or any other payout, will be the liability of the Distributor.我们给经
23、销商的接各位含税价。4.9 Purchase Orders. Distributor shall order Products from Supplier by executing and delivering by e-mail a written Purchase Order in accordance with the quotation issued by Supplier. Once a Purchase Order has been accepted by Supplier, Supplier shall not change any prices within such Purc
24、hase Order. Purchase Orders are non-cancellable and irrevocable unless in accordance with article 4.11.4.10 Purchase Orders should be signed by Distributor and should be sent to Supplier by the means agreed to between the Parties. Standard product lead time from the placement date of Purchase Order
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