双方根据平等互利的原则签订以下协议并按照下列条款和条件进行交易。 Based 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 term双方根据平等互利的原则签订以下协议并按照下列条款和条件进行交易。
Based 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.
缔约方 The Parties Concerned
甲方：（制造商） Party A: （Company）
地址： Add:
电话： Tel: 传真： Fax: 电子邮箱： E-mail:
乙方：（经销商） Party B: (Distributor)
地址： Add:
电话： Tel: 传真： Fax: 电子邮箱： E-mail:
1. 定义 Definitions
当本协议中使用的下列术语应具有各自的含义并适用于这两种定义方面的单数和复数形式：
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:
“协议”指本协议、附表，包括参照的随时可以修订的任何文件。
“Agreement” means this agreement, the Schedules attached hereto and any documents included by reference, as each may be amended from time to time in accordance with the terms of this Agreement;
“配件/附件”是指附表A所述的配件，包括甲方制造并与货物功能有关的装置。附件可被从附表A中被删加， 甲方可随时自行更改其的规格和设计， 要向乙方邮寄书面通知。每个更改，在书面通知发送给分销商的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 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.
“分支机构”是指控制的任何公司，或与公司共同控制。指任何人，公司或其他实体：
拥有，现在还是以后，直接的或是间接的超过33%的有投票权的股票类表决直接或间接的有效控制甲方，或
甲方，或在第（i）项所述的一方，拥有，现在还是以后，直接或间接，或投票权的股票类达33% 以上。
“Affiliate” means any company controlled by, controlling, or under common control with Company. Affiliate means any person, corporation or other entity:
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
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 described in paragraph (i), is, now or hereafter, directly or indirectly, in control.
“客户”是指购买或租赁产品B部分的任何人；
“Customer” means any person who purchases or leases Products from Part B.
“交货地”是指甲方分支机构的[详细地。 交货地是指分销商的设施的详细地址。
“Delivery Point” means Part A's facilities at [FULL ADDRESS]. Delivery point means Distributor's facilities at [FULL ADDRESS].
“附件”是指该协议所附的附件。 “Exhibit” means an exhibit attached to this agreement.
“货物”是指附表A中的产品。附表A中的产品可以增加或减少。A表中的任何产品和附件的变化都要以书面形式告知乙方。每个变更在通知分销商15天后方可生效。
“Goods” means those items described in Exhibit 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 Distributor.
“产品”是指商品和配件。- “Products” means Goods and Accessories
“区域”是指在第6条所述地理区域。
“Territory” means the geographic area outlined in Article 6.
“商标”是指任何商标，标志，服务标志或其他商业名称，不论是否登记，用来表示或描述甲方产品
“Trademark” means any trademark, logo, service mark or other commercial designation, whether or not registered, used to represent or describe the Products of Party A.
2 经销权指定 Appointment
甲方特此任命乙方为授权经销商，在第6条规定的地区销售产品。 乙方接受并承担任命。甲方仅在法律上允许，（i）不得任命任何第三方在乙方代理地区销售甲公司产品，（ii）不得在乙方代理的地区设任何个人或者公司形式的第三方加盟来销售乙方所代理的产品。（三）甲方必须尽最大的努力防止任何其它地区的经销商在乙方所代理的地区出售产品和建立与销售有关的分支机构。。如果甲方或任何分支，直接销售任何产品到乙方所代理的地区，或最终转售到乙方所代理的地区（除向乙方或乙方指定的一方出售），要在出销售行为发生之前告知乙方，并须向乙方支付该交易交总额的10％。此费用作为补偿乙方所支出的广告和其它的相关资本支出。
Party 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. Party B accepts and assumes such appointment. Party A, to the extent that it is legally Permitted to do so, (i) shall not appoint any Party 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 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 maintaining 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 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 that 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 this Agreement.
如果有任何第三方（除乙方和其所属公司）向甲方求购产品，甲方需将求购信息转给乙方处理。
If Party A or any Affiliate is contacted by any party inquiring about the 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.
乙方声明 ，在不得到甲方许可的情况下，不得在其代理区外的地方销售第6条所列的产品。
Party B declares that it shall not sell Party A products outside territory outlined in Article 6 without a permission of Party A.
3 经销产品 Products
LED照明产品：发光管灯，LED灯泡灯，LED筒灯，LED条灯等由甲方制造的产品。产品名称已例于表A。甲方可以更改产品的设计和规格。任何改动需以书面形式告知乙方。甲方发出通知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 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 the date notice thereof is sent.
4. 经销新产品 New Products
如果甲方或任何分支机构现在还是以后的生产和销售，或建议制造或分销任何本协议职务的其他产品，甲方应立即通知分销商相关事项以及所有有关该产品的具体情况。甲方应给予，或须安排的条款和条件不低于原来在这方面的协议所提供的产品有利于这一问题给予加盟，这些分销商的分销权。甲方应给予分销商优惠条件不得低于本协议。
If Company or any Affiliate now or hereafter manufactures or distributes, or proposes to manufacture or distribute, any product other than the Products, Company shall immediately notify, or cause such Affiliate to notify, Distributor of 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.
5 授权经销商区Territory
授权经销商区：中欧（匈牙利，波兰，斯洛伐克，罗马尼亚，捷克共和国的范围）。乙方在合约期内在些地区销售。不能在合约外的地区销售。
Authorized Dealer district: Central Europe (the territory of Hungary, Poland, Slovakia, Romania, Checz Republic). Part B develops customers in this appointed district during agreement period. And can’t solicit orders in the market without appointment.
6. 有效期Term
本协议从签字之日起生效，有效期为一年。 此后的一年内，前6个月的评估期， 在此期间，如果乙方不能达到销售目标（见附表8），甲方有权撤销合同。如果甲方在到期后的15天内没有发出书面通知，此合同继续生效。生效期为半年。 当本合同期满，双方协商续签或取消合同。在相同条件下，乙方有优先的续约合同。
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 assessment period. 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 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.
如果乙方符合附表8规定之要求，甲方只有在下列情况下才能撤销合同：
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:
如果经销商申请破产或向其债权人转让权益，或如果不可能续存；
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;
如果经销商的促销手段严重损害厂商的声誉；
if Distributor 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;
如果分销商不能履行其义务;
if Distributor fails to meet any other of its obligations hereunder;
乙方有权提前30天发出书面通知取消本协议。
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.
7. 销售目标 Sales target
在头6个月后 ， 协议签署（评估期），销售额应该350,000.00美元（没有最低销售量每月）。允许批量交付，但不得造成装运延迟。
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 affected.
8. 价格政策 Price policy
8.1价格将在2009年的价格的基础下调3%。 公司有权自行决定，改变适用于该产品的价格或折扣。 价格变动甲方应提前15天书面通知乙方。通知后的生效价格将适用于此前签订的所有订单。价格表（已含5%折扣）见本协议附表B。
The price will be floated downward 3% on the base of the price list issued in 2009. Company reserves the right, in its sole discretion, to change prices or discounts applicable to the Products. Company shall give written notice to Distributor of any price change at least 15 days prior to the effective date thereof. The price in effect as of the date of Distributor's receipt of notice of such price change shall remain applicable to all orders received by Company prior to that effective date. The pricelist (which already contains the 3% discount) is part of this Agreement as Exhibit B.
8.2 协议期间如甲方变动价格，应赔偿给乙方的部分如下：
During the agreement period, if part A changes the pricelist, Part A should compensate Part B as follows:
8.2.1如果价格下调，如果乙方已支付， 但还没有收到货物，甲方将补偿这部分因价格变动而产生的差额。余额将在今后订单中扣除。
If prices are going down, If Part B has paid but not receive goods, the balance will be compensated in next order in the form of payment for goods.
8.2.2如果价格上涨，甲方不得对乙方订下的订单有价格更改。
If prices are going up, Part A should not change the price for the order which Part B already placed.
9. 奖金 Bonus
9.1. 在前6个月（评估期间）， 如果乙方能够完成销售目标（第六条），而且完成全年的目标，甲方将按装运量所开具的发票总金额的2%作为乙方奖金。
In the first 6 months (assessment period), if part B meets the Sales target (in Artice 6) and also reaches the target for the whole year, Party A shall pay Party B 2 % of total aggregate amount of the invoice value against the shipments effected as bonus.
9.2 在首个6月（评估期间），如果乙方因不可抗力或者特殊因素，不能完成销售目标，然而双方通过商议后，仍然继续合作，甲方仍需付给乙方按装运量所开具的发票总金额的2%作为奖金，前提条件是，乙方完成了整年的销售目标。
If in the first 6 months (assessment period) Part B can’t meet the sales target because of some unavoidable and special factors, however both parties still continue the contract after negotiating, Part A shall still pay Part B 2% of total aggregate amount of the invoice value against the shipments effected as bonus with the precondition of Party B meets the targeted sales volume for the whole year.
10. 订单提交与确认 Placing and Confirmation of Orders
每份订单应注明产品的编号和数量。
Each order for Products issued by Part B to Part A under this Agreement shall identify that it is an order and shall further set forth the description (product number) and quantity of Products which are to be delivered.
乙方依据此条款和条件提交给甲方的订单自动适用本协议条款，而不受任何相关的后来交换文件的冲突或附加条款的约束。
The individual contracts for the sale of Products formed by Part B's submission of orders to Part A pursuant to the terms and conditions hereof shall automatically incorporate, to the extent applicable, the terms and conditions hereof, shall be subject only to those terms and conditions (together with all terms in orders which are contemplated by this Agreement) and shall not be subject to any conflicting or additional terms included in any documents exchanged in connection therewith.
订单应该是书面的。收到订单后，甲方评定订单，在两个工作日内发送订单书面确认，包括订单的预计发货时间。甲方有责任承诺交期，如果拖延，甲方必须付给乙方因拖延造成的额外费用。本协议所涉及的货物数量、价格、装运事宜在各个交易中由双方分别约定。
Orders should be placed in writing. After receiving of the placed order, Part A evaluates the order and sends a written order confirmation within 2 working days with the expected shipping time of the order. Part A is responsible for the promised shipping time, and in case of the delay, Part A has to pay all additional costs of Part B caused by the delay (with the exception of Vis Maior oulined in Article XX). The quantities, prices and shipment of the Products stated in this agreement shall be confirmed separately in each transaction, the particulars of each order should be specified in the Sales Confirmation signed by two parties here to.
11. 包装 Packing
甲方根据其的标准包装程序自费包装产品。包装必须适于运输。但如果乙方要求更改包装，甲方要按照要求修改，乙方将承担甲方合理的因按乙方要求而超出的费用。
Part A shall, at its expense, pack all Products in accordance with Part A’s standard packing procedure, which shall be suitable to permit shipment of the Products to the Territory; provided, however, that if Part B requests a modification of those procedures, Part A shall make the requested modification and Part B shall bear any reasonable expenses incurred by Part A in complying with such modified procedures which are in excess of the expenses which Part A would have incurred in following its standard procedures.
12. 交付：所有权和损失的风险 Delivery: title and risk of loss
所有按照双方协议的产品交付，按照FOB 深圳条件交货。货物所有权以及从甲方到乙方的风险转移均在这个地点，乙方有责任安排产品的运输，但是如果乙方要求甲方协助排，甲方应予以协助。如果乙方安排运输途中的保险，而这些保险从装运港就开始生效的。甲方需按要求协助乙方完成运输，乙方应向甲方支付所有由此产生的合理费用，包括，但不限于保险，运输，装货，卸货，处理和储存。乙方需付所有的费用，包括关税，营业税，货物交付承运人或者货代的费用。
如果甲方安排运输，乙方应在收货后5日内书面向甲方通告货物损坏情况。
All deliveries of Products sold by Part A to Part B pursuant to this Agreement shall be made F.O.B Shenzhen . the Delivery Point, and title to and risk of loss of Products shall pass from Part A to Part B at that Point. Part B shall be responsible for arranging all transportation of Products, but if requested by Part B, Part A shall, at Part B's expense, assist Part B in making such arrangements. Part B shall also procure insurance for the transportation of the Products, and such insurance shall be of a kind and on terms current at the port of shipment. In the event that Part A is requested to assist Part B in arranging for transportation, Part B shall reimburse Part A for all costs applicable to the Products following their delivery to Part B, including, without limitation, insurance, transportation, loading and unloading, handling and storage. Part B shall pay all charges, including customs duty and sales tax, incurred with respect to the Products following their Delivery to the carrier or forwarder.
If the shipping agent is consigned by Part A, Part B should send written notice about any damage to Part A within 5 days after receiving the cargo. Part A will exchange the goods in first time to Part B. Otherwise Part A will deem Part B has accepted the cargo.
13. 验收Inspection and acceptance
收到货物后，经销商需要检查货物以确认在运输途中有无缺陷，或者损害。在接到货物的5天内，经销商需要以书面的形式通知公司在运输途中造成的短缺，缺陷或者损害。在收到通知的5天内，公司调查索赔的短缺、不合格品或损害，并将调查结果通知经销商，向经销商提供产品，取代所有在运输途中因短缺，缺失和损害的产品。
Promptly upon the receipt of a shipment of Products, Distributor shall examine the shipment to determine whether any item or items included in the shipment are in short supply, defective or damaged. Within 5 days of receipt of the shipment, Distributor shall notify Company in writing of any shortages, defects or damage which Distributor claims existed at the time of delivery. Within 5 days after the receipt of such notice, Company will investigate the claim of shortages, defects or damage, inform Distributor of its findings, and deliver to Distributor Products to replace any which Company determines, in its sole discretion, were in short supply, defective or damaged at the time of delivery.
14. 付款 Payment
14.1乙方在订单确认前及收到甲方签章的正式发票之后，电汇（T/T）100%的货款给甲方；
15.1. Generally, Part B has to pay 100% T/T in advance before order confirmation but after Part B received the signed and stamped Pro Forma Invoice of the order by Part A.
14.2如果订单总额为20 000美元以上，乙方预先支付订金30%，余款在发货前支付。
款项由美元支付至甲方指定的银行账户；乙方有权在收货后付款，但应通过甲方认可的银行开立不低于5万美元的不可撤销信用证，以甲方为受益人。甲方在收到信用证之后发货。
15.2. If the total amount of the order is over USD 20,000, Part B has to pay 30% of this total amount T/T in advance as deposit, and the balance is payable before shipment.
Payment shall be made in US Dollars to a bank account to be notified in writing by Company to Distributor. Part B has the right not to make the payment before receiving the products but to cause an irrevocable confirmed letter of credit to be issued by a financial institution satisfactory to Part A which the total amount is up to 50 000$, in favor of Part A. Part A accepts this letter of credit as payment and ships the Products to Part B upon reception of such letter of credit.
15. 广告 Advertisement
分销商有权对产品销售做宣传，以便更好的销售产品。分销商可以使用甲方注册的商标。
Distributor shall be entitled, during the term of the distributorship created by this Agreement and any extension thereof, to advertise and hold itself out as an authorized Distributor of the Products. At all times during the term of the distributorship created by this Agreement and any extension thereof, Distributor can use the Trademarks in all advertisements and other activities conducted by Distributor to promote the sale of the Products.
乙方有权推广和销售自有品牌的产品。
Part B has the right to promote and sell the Products under its own brand name.
在合约期内，甲方提供乙方免费开发市场的促销礼品。礼品名单详见附表C。
Part A will offer the promotion gifts in free for Party B’s opening market during agreement period. The exact list of these gifts is attached to this Agreement as Exhibit C.
16. 技术协助 Technical Assistance
协议签署后甲方应尽快向乙方提供产品资料、材料、使用手册和其它必要的文件以及其它的产品技术支持。 在合同期间和延长期间甲方应继续向乙方提供技术协助。
As promptly as practicable after execution of the Agreement, Company shall transmit to Distributor information, materials, manuals and other technical documents in an editable form necessary to enable Distributor to perform its obligations under this Agreement. Throughout the term of this Agreement and any extension thereof, Company shall continue to give Distributor such technical assistance as Distributor may reasonably request.
17. 保修 Warranty
产品保证期从安装之日起为期3年。
Products are warranted for 3 years from the date of the installation.
如果产品出现质量问题，乙方将产品退给甲方，甲方需尽快维修或做新的产品给乙方。 如果光源的亮度明显低于保证标准，甲方还应解决有关问题。 如果在一个经销区域内出现大量不合格产品情况，甲方应予以更换产品。
The faulty unit should be returned by Party B and replaced by Party A to return as quickly as possible, possibly fixed. If the brightness of light sources fall significantly below the guarantee, Party A will also need to improve the problem. In the event, when the volume of business due to the large volume of failures occur at one location, then Party A has to send a replacement, then returned after they received the wrong items.
18. 市场情况报告 Reports on Market Conditions
为了使甲方及时了解当时的市场情况，乙方应至少每季度或随时向甲方通报市场有关的地方性法规的变化在进口和销售有关的情况， 必要对本协议所涉及的商品，当地市场的趋势和优质买家的意见。乙方还应提供其他类似产品的供应商的价格和同类产品的广告材料给甲方。
In order to keep Party A well informed of the prevailing market conditions, Party B should undertake to supply Party A, at least once a quarter or at any time when necessary with market reports concerning changes of the local regulations in connection with the import and sales of the commodity covered by this agreement, local market tendency and buyers comments on quality, packing, price, etc. of the goods supply by Party A under this agreement. Party B shall also supply Party A with quotations and advertising materials on similar products of other supplier.
19. 知识产权 Intellectual Property Rights
乙方可使用由甲方拥有商标，以用于的LED产品的销售中，如果发现所使用的或包含的r任何专利、商标、著作权或其他知识产权的问题，乙方应及时通知并协助甲方采取措施保护甲方的权利。
Party B may use the trade-marks owned by Party A for the sale of the LED lighting products covered herein within the validity of this agreement, and shall acknowledge that all patents, trademarks, copy rights or any other intellectual property rights used or embodied in be found, Party B shall promptly notify and assist Party A to take steps to protect the Party A`s rights.
20. 不可抗力 Force Majeure
任何一方均不承担因水灾、地震、旱灾、战争或任何无法预测、控制、避免或克服的事件而导致的不能履行义务的责任。相关方在事件发生后15日内书面提供有关部门的证明。
Either party shall not be held responsible for failure or delay to perform all or any part of this agreement due to flood, fire, earthquake, draught, war or any other events which could not be predicted, controlled, avoided or overcome by the relative party of its occurrence in writing as soon as possible and thereafter send a certificate of the event issued relevant authorities to the other party within 15 days after its occurrence.
21. 全部协议 Entire Agreement
本协定包含各方的全部理解，不存在除本协议之外的承诺，协议，或当事人之间的其他谅解。本协议不得变更、放弃，修改，但经双方签署和公证的变更例外。
This Agreement contains the entire understanding of the parties and there are no commitments, agreements, or understandings between the parties other than those expressly set forth herein. This agreement shall not be altered, waived, modified, or amended except in writing signed by the parties hereto and notarized.
22. 仲裁 Arbitration
在履行本协议过程中所有纠纷应通过友好协商解决。 如果协商无果，则将争议提交中国国际经济贸易仲裁委员会（深圳）按照该会规则予以仲裁。该仲裁裁决是终局的， 对双方具有约束力。如果本协议有外文译本，则应以英文版本为准。
All disputes arising from the performance of this agreement shall be settled through friendly negotiation. Should no settlement be reached through negotiation, the case shall then be submitted for arbitration to the China International Economic and Trade Arbitration Commission (Shenzhen) and the rules of this Commission shall be applied. The award of the arbitration shall be final and binding upon both parties. If there is a foreign language translation of this Agreement, the English version shall be the governing language.
23. 通知 Notices
依照本协议发出的任何通知应以书面形式做出，以下情形应被视为已送达或交付
All notices and other communications required or permitted hereunder shall be in writing and shall be deemed to have been served or delivered
1. 亲自送达或交付给对方当事人;或
when personally served or delivered to one party by the serving or delivering party; or
2 当存放在邮件中，给对方送达的预付邮资的邮件;或
when deposited in the mail, postage prepaid by the serving or delivering party addressed to the other party; or
3 在通过电子邮件和接收方发送确认已收到通知。
when sent by e-mail and the receiving party had confirmed to have received the notice.
甲方： （签字/盖章）： 乙方：（签字/盖章）：
Party A: (Signature/Chop): Party B: (Signature/Chop):
