分销商协议中英版.doc

中英文分销商协议DISTRIBUTORSHIP AGREEMENT分销协议THIS AGREEMENT IS MADE AS OF THE ___ DAY OF ________, 20__, by and between __________, (Supplier) a __________ organized and existing under the laws of _____________, with its principal place of business at_______________, and _____________, (Distributor) a _________ organized and existing under the laws of _____________, with its principal place of business at ____________;本协议由――（供应商），根据――法律成立和存在的――（主要经营场所――），和――（分销商），根据――法律成立和存在的――，（主要经营场所――）于20—年－月－日签定ARTICLE I. DEFINITIONS第一条 定义When used in this Agreement, the following terms shall have the respective meanings indicated. The meanings shall be applied whether the singular or the plural form of the term is used.本协议中的下列术语应有如下描述的意思。

该术语无论是单独使用还是联合使用时，该意思都应适用"Accessories" means the accessories described in the attached Exhibit A, and includes any special devices manufactured by supplier and used in connection with the operation of the "Goods". Accessories may be deleted from or added to Attachment A and Supplier may change the specifications and design at its sole discretion at any time by mailing written notice of such changes to Distributor. Each change shall become effective within ____ days following the date notice thereof is mailed to Distributor.“附件”指附件A中所列明的附件，包括由供应商制作和与货物操作有关的特殊装置。

附件可以从附件A上删除或增加，供应商有权改变规格和设计，但应通过邮寄书面通知告知分销商任何改变应在通知寄出后――天内生效"Affiliate" means any company controlled by, controlling, or under common control with supplier.“关联公司”指任何被供应商控制、控制供应商、供应商参股的企业"Agreement" means this agreement, and the Exhibits, together with all amendments thereto. "Attachment" means any form or exhibit attached to this agreement.“协议”指本协议、附件和所有修改文件附件”指附加在本协议后的表格和附件"Customer" means any person who purchases or leases Products from Distributor.“客户”指任何从分销商处购买或租赁产品的人"Goods" means those items described in Attachment B. Goods may be deleted from or added to Attachment B and their specifications and design may be changed by Supplier at its sole discretion at any time by mailing written notice of such changes to Distributor. Each change shall become effective within ____ days following the date notice thereof is mailed to Distributor.“货物”指在附件B中所描述的物品。

分销商有权在附件B删除或增加部分货物，也有权通过信函书面告知分销商货物规格或设计的变更这种变更在向分销商寄出信函后――天生效"Products" means Goods, Accessories, and Spare Parts.“产品”指货物及其附件和零部件"Spare Parts" means all parts and components of the Goods and/or any special devices used in connection with the maintenance or servicing of the Goods. Supplier declares that a complete list of Spare Parts is set forth in Attachment C. Spare parts may be deleted from or added to Attachment C and their specifications and design may be changed by Supplier at its sole discretion at any time by mailing written notice of such changes to Distributor. Each change shall become effective within _____ days following the date notice thereof is mailed to Distributor.“零部件”指货物和（或）维护、服务货物所用的特殊设备的所有配件和零件。

供应商声明完整的零配件清单在附件C中列明分销商有权在附件C删除或增加部分货物，也有权通过信函书面告知分销商货物规格或设计的变更这种变更在向分销商寄出信函后――天生效"Specifications" means those specifications set forth in Attachment D.“规格”指在附件D中所列明的规格"Territory" means the following geographic area or areas:“区域”指下列地理范围："Trademark" means any trademark, logo, or service mark, whether or not registered, used to represent or describe the Products of Supplier, as set forth in Attachment E.“商标”指在附件E中列明的、在供应商产品上使用或描述的任何商标、标识和服务标记，不论其是否注册ARTICLE II. APPOINTMENT OF DISTRIBUTOR第二条 分销商的指定Appointment. Supplier hereby appoints Distributor as Supplier's nonexclusive distributor of Products in the Territory, and Distributor accepts that position. It is understood that Supplier cannot lawfully prevent its distributors located elsewhere from supplying Products for sale or use within the Territory and that it has no obligation to do so.指定：供应商在此指定分销商为在定义区域内非独占分销商，分销商接受指定。

双方理解供应商没权阻止位于其它区域的分销商销售在定义区域内销售和使用供应商提供的产品Referrals. If Supplier or any Affiliate is contacted by any party inquiring about the purchase of Products in the Territory, Supplier shall, or shall cause that Affiliate to, refer such party to Distributor.提示：如在本区域内有任何一方向供应商或其关联公司咨询有关购买产品事宜，供应商有权或要求关联公司指定他为分销商Relationship of Parties. Distributor is an independent contractor and is not the legal representative or agent of Supplier for any purpose and shall have no right or authority (except as expressly provided in this Agreement) to incur, assume or create in writing or otherwise, any warranty on the part of Supplier. Supplier shall not exercise any control over any of Distributor's employees, all of who are entirely under the control of Distributor. Distributor shall be responsible for the acts and omissions of Distributor's employees. Distributor shall, at its own expense, during the term of this Agreement and any extension thereof, maintain full insurance under any Workmen's Compensation Laws effective in the state or other applicable jurisdiction covering all 。