GoldenMotor
Technology Co Ltd.
Dealer/Distributor Contract
2008/2009
Dealer/Distributor Contract
总则 I. General
Golden Motor Technology 深圳市润鼎科技有限公司（以下简称甲方）与其分 销 商Changzhou Co. Ltd. (hereinafter referred to as Party A) and its distributors, dealers (hereinafter referred to as Party B) reached the following agreement regarding the supply and marketing of commodities.
二、合作事宜 II. The Co-operation
1 、乙方作为甲方的分 销 商 ，其销售区域限制在 i. Party A appoints Party B as the distributor of its products in the region of .
2 、乙方作为甲方的分 销 商 ，应在指定区域内积极销售甲方的产品，扩大甲方产品的市场占有率。 ii. As the distributor of the region, Party B is designated by Party A to expand Party A's market share.
三、销售区域和销售责任 III. Regional Sales and Marketing Responsibility (Wholesale price is attached)
乙方在指定销售区域内每年须完成本公司产品 20 万元销售任务。 i. Party B has to order minimum 5,000.00 USD worth of products from Party A during the first order to become a local dealer or distributor of Party A.
ii. Party B has to order minimum 20,000.00 USD worth of products, annually, from Party A to maintain dealership/distributorship with Party A.
iii. If Party B takes up the responsibility of offering an after-sales service, the sales discount is ___%. If not, the sales discount is _____%.
iv. Party B has the obligations to sale the ONLY brand as GOLDEN MOTOR of the same products.
v. After an agreement is reached between Party A and Party B (i.e. after the acknowledgment of this Distributor Contract), Party A shall add Party B as a dealer on its website www.goldenmotor.com; and if Party B offers an after-sale service, provide a link to the website of Party B (Party B is liable to pay 1,000.00 USD to Party A annually for this link in Party A’s website if it should be added. This payment will be waived if the annual order amount exceeds the following amount: 100,000.00 USD).
四、系列代理 IV. Deputy Principle
在事先征得甲方同意的前提下，乙方可以设立代理分店。 i. Party B may set up branch agents only with the prior consent of Party A,五、供货日
V. Supply Days
甲方须根据乙方订单内容将货物发送到指定场所。 i. Goods will be sent to the designated locations as agreed upon by Party A and Party B. In the absence of such designated locations, the goods will be considered supplied once they leave Party A's warehouse.
VI. Rights and Obligations of Party A
1 、甲方应以公平合理的统一价格向乙方供应质量合格的产品，提供产品销售资料和市场信息，筹划产品的宣传广告，产品演示和市场推广等。 i. Party A is liable to supply quality products to Party B at a fair and reasonable price, and to provide accurate information for purposes of product sales and marketing. Party A is also liable to provide this information for the purposes of planning of advertisements, presentations and marketing strategies.
2 、在本协议有效期间，甲方及时向乙方提供合作流程及服务体系，并为乙方提供必要的培训及管理支持，并在实际合作过程中给予一切可能的帮助和指导，以便于乙方开展业务。 ii. Party A is liable to cooperate with Party B to provide a service system. Party is liable to also provide the necessary training and management support in order to facilitate Party B in carrying out its operations.
3 、甲方应向乙方业务范围内的的技术支持，帮助乙方拓宽业务范围。 iii. Party A is liable to provide technical support to help expand Party B's business scope.
4 、甲方向乙方提供相关客户服务支持。 iv. Party A is liable to provide customer service support when needed.
5 、经与乙方协商一致，甲方有权对产品的策略、市场策略和价格策略作必要的调整。 v. Party A has the rights to product marketing and pricing strategies as well as the rights to make the necessary adjustments only with Party B's consent.
6 、甲方将按约定的销售指标，对乙方进行考核。 vi. Party A may test Party B's region for sales target. If the sales target cannot be met, Party A can advance by written notice within days to Party B to cancel individual areas or the whole of the designated region until the agreement is terminated.
九、乙方的权利和义务 VII. Rights and Obligations of Party B
1 、乙方在取得甲方产品的销售授权后，即可在授权指定的时间和区域范围内作为甲方的分 销 商开展业务工作及渠道开发。 i. Party B is allowed to do business in a designated time provided where it is within the framework of the region.
2 、乙方应按月完成甲方要求的产品销售目标。 3 、乙方享受甲方的分 销 商供货价。ii. Party B has the rights to obtain wholesale prices.
iii. Party B is liable to pay for the fees incurred in the sales of the products including advertising, repairing and transportation.
4 、乙方在进行销售工作时，禁止低价竞争及越区销售，不可蓄意损坏甲方名誉。 iv. Party B is prohibited from engaging in low-cost competition or intentionally damaging the reputation of Party A. 如有不正当行为甲方有权立即取消本协议 。Party A has the right to and will immediately cancel this agreement if this term is breached.
5 、乙方在销售及推广甲方产品过程中，应严格维护甲方的利益和形象。 v. Party B shall strictly safeguard the interests and image of Party A during its sales.
6 、乙方有权要求甲方给予市场销售和技术服务支持，同时有权要求甲方共同参与在指定区域内开展的产品宣传和召开演示会。 vi. Party B has the rights to request from Party A, the provision of sales and technical support services as well as requesting Party A to advertise, promote and demonstrate the products in the regions.
8 、乙方应诚信守法经营，对自己的经营活动独立承担法律责任。 vii. Party B's legal liability shall be independent from Party A.
十、订货、付款及货运 VIII. Ordering, Payment and Shipping
1 、乙方向甲方订货时须填写甲方统一订制的订货单。 i. Party B shall complete Party A's designated order form.
ii. Party B shall transfer funds to the designated bank account. Party A will deliver the goods only upon receiving the payment and payment certificate.
2 、甲方在收到订货单后 3 个工作日内将货物发出。 iii. Under normal circumstances, Party A shall deliver the goods within working days.
3 、货物运输方式和到达地以乙方订货单要求为准。 iv. Party A shall follow the transportation method as stated in the order form.
4 、若无特别规定，商品的运输费用由乙方支付。 v. Party B shall pay for extra cost if there are special provisions for transportation.
十一、产品退换 IX. Returned Products
乙方向甲方提出的退货要求，仅限于货物与订单不符、商品质量存在问题、破损商品等情况。 i. The requirements of having products returned are limited to discrepancies in the goods orders. These requirements do encompass problems with the quality of the goods.
十三、保密原则 X.十四、合同管理 Contract Management
1 、本合同有效期为 i This contract shall be valid from 年 t日至to 年.
2 、按协议规定乙方不履行或不遵守其职责或义务时，甲方有权立即终止本协议对乙方委托的事项。 ii. According to this agreement, non-performance or non-compliance by Party B with regards to its obligations and duties shall bestow Party A with the right to immediately terminate this agreement.
3 、本合同一式两份，甲乙双方各持一份。 iii. Both Party A and Party B shall have at least a copy of this contract.
十三、保密原则 XI.十四、合同管理 Contract Form
3 、本合同一式两份，甲乙双方各持一份。 i. By signing this form, both parties agree to the above mentioned terms and conditions.
86-519-82080061
86-519-82080966
86-519-82080667
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