1、DISTRIBUTION AGREEMENT 分销协议PartiesS.T.I.是在香港注册成立的一家电子有限公司，公司地址在香港九龙尖沙咀力宝太阳广场广利道 28 号 13 栋 F 号 1308 室。由其董事总经理代表名称（以下简称 STI）和 产品名称，根据中国法律注册成立的公司，公司所在地 地址，邮递区号，城市 ，国家，其代表人董事总经理，产品名称 （以下简称“经销商” ）S.T.I. Electronics Ltd. a company incorporated under the laws of Hong Kong, with corporate seat at room 1308,
2、 13/F Lippo Sun Plaza, 28 Canton Raod, Tsimshatsui, Kowloon, Hong Kong, represented by its managing director Name (hereinafter S.T.I.);andName, a company incorporated under the laws of country, with corporate seat at address, postal code, town, country, represented http:/ by its managing director, N
3、ame (hereinafter: “Distributor“);The parties under 1 and 2 hereinafter together: the “Parties“ 1 和 2 各方根据下文统称：“双方”WhereasS.T.I.制造及销售消费电子产品根据其品牌名称为“lenco” 。S.T.I. manufactures and sells consumer electronic products under its brand name “Lenco“.Distributor is interested in the purchase and resale of t
4、he products of S.T.I. in the Territory as defined in article 1.S.T.I. is willing to appoint Distributorhttp:/ as an exclusive distributor of its products in the Territory as defined in article 1.Now it is hereby agreed as follows 现达成如下协议：Article 1 Definitions 第一条定义在本协议中，除非另有清楚和明确表示的情况下，下列词汇具有在这篇文章中所
5、规定的含义：In this Agreement, unless otherwise clearly and unequivocally indicated by the context, the following terms shall have the meaning set forth in this article:the Products shall mean consumer electronic products both presently and in the future offered for sale by S.T.I. under its brand name “Le
6、nco“;the Territory shall mean region/country;the Term shall mean the term of this Agreement, as defined in article 9;the Agreement shall mean this distribution agreement.Article 2 Appointment 第二条约定S.T.I. appoints Distributor to serve during the Term as an exclusive distributor of the Products in the
7、 Territory and Distributor accepts such appointment.The relationship between S.T.I. and Distributor during the Term shall be that of seller and buyer. Distributor shall under no circumstances be considered to be the legal representative of S.T.I. for any purpose whatsoever and shall not have the rig
8、ht or authority to create or assume any obligation or responsibility of any kind, expressly or implied, in the name of or on behalf of S.T.IS.T.I. shall not sell and/or distribute the Products itself to customers in the Territory.Article 3 Responsibilities of Distributor 第 3 条的分销商的责任Distributor shal
9、l use its best efforts and shall devote such time as may be reasonably necessary to conduct an aggressive selling program and promote the sale of the Products.Distributor shall offer a full after sales and repair service.Distributor will use its reasonable best efforts to maintain an inventory of th
10、e Products in reasonable sufficient quantities to provide reasonably adequate and timely delivery to customers purchasing the Products.Distributor shall during the Term of this Agreement not directly or indirectly manufacture, develop, purchase, sell or resell products that compete with the Products
11、 without written permission of S.T.IDistributor shall not promote the sale of the Products outside the Territory or maintain stock or any branch or distribution depot outside the Territory.Distributor commits itself to purchase a minimum value of Products each year. The minimum purchase obligations
12、shall benegotiated in good faith between the Parties every calendar year, but will never be less than the minimum purchase obligation of the previous calendar year.Article 4 Responsibilities of S.T.I. 第四条 S.T.I.的责任S.T.I. shall provide Distributor with product information and samples of the Products.
13、Article 5 Advertising and promotion 第五条广告及宣传5.1 Distributor shall regularly advertise and otherwise promote the sale and distribution of the Products complying with the specifications provided from time to time by S.T.I.Article 6 Prices 第六条价格The prices are calculated for delivery FOB Hong Kong or Ch
14、ina (Incoterms 2000). The prices are net and therefore exclusive of VAT, transport, insurance, import and export duties and other taxes regarding the Products and their transport.Article 7 Delivery and payment 第七条交货及付款Delivery of Products under this Agreement shall be initiated by written (facsimile
15、 or electronic) purchase orders by Distributor.S.T.I. shall invoice Distributor as soon as the Products are ready for shipment. S.T.I. is entitled to send separate invoices for partial deliveries.Payments shall be made by Distributor by irrevocable letter of credit or bank remittance to STI in Hong
16、Kong before FOB delivery. S.T.I. has the right at all times to demand full or partial payment in advance and/or otherwise to obtain security for payment.S.T.I. retains title to all the Products delivered, until Distributor has paid all amounts due.If the Distributor does not accept the products or d
17、oes not come to collect them, they shall be stored at the distributors account and risk.Article 8 Intellectual property 第八条知识产权Distributor recognizes the ownership of S.T.I. of all patents, brand names, trade names, logos and other intellectual and industrial property rights with regard to the Produ
18、cts and acknowledges that, except as set out in this Agreement Distributor has no right in, or to use, any thereof.Notwithstanding article 8.1, Distributor is hereby granted permission to refer to the brand names, trade names, logos and other marks for the purpose of identifying itself to the public
19、 as an authorised distributor of the Products and for advertising and otherwise promoting the resale or servicing of any Products purchased under this Agreement, but subject always to the right of S.T.I. to control or otherwise direct or instruct Distributor with regard to the proper authorised use
20、thereof.If any infringement or threatened infringement of brand names or any other right of S.T.I. comes to the knowledge of Distributor, Distributor shall forthwith give S.T.I. written notice giving full information with respect to the (threatened) infringement. Distributor agrees to co-operate wit
21、h S.T.I. in connection with any action taken by S.T.I. to terminate infringements.Upon expiration or termination of this Agreement Distributor will immediately discontinue use of the brand names, trade nameshttp:/ logos and other marks and names of S.T.IArticle 9 Term and termination 第 9 条 期限及终止This
22、 Agreement shall commence on date and shall remain in force for a period of number year. Thereafter this Agreement shall be automatically extended from year to year, unless terminated by either of the parties giving at least three (3) months prior written notice.This Agreement may be terminated by e
23、ither party upon default or breach by the other party by giving that other party written notice of the intention to so terminate, which notice shall specify the default or breach upon which the notifying party intents to rely, and such termination shall become effective thirty (30) days following receipt of such notice, provided such default or breach is not rectified by the notified party within that time
