Party a: Hangzhou Vitali Machinery Co., Ltd. (production factory)
Both parties through friendly consultations, in the peaceful, voluntary and mutually beneficial principle, to sell the products of Party B issues within a defined area, agree as follows:
The first authorized and approved by
1.1 Party B authorized distributor for the region, responsible for all models manually gourd products provided by the Party in the Suzhou area of exclusive distribution, such as the requirements of the new districts Party shall require the prior written notice to Party and obtain written consent before the distribution in the new area.
1.2 Party responsible for the detection of qualified products and the sale agreement and the legal power of attorney to B, B to actively explore sales outlets in the area within strive promotion, complete marketing plan accepted by both parties.
Article distribution policy.
2.1 Party strictly enforce exclusive license to obtain authorization for Party B sells fresh Proton brand products, in the context of the completion of the sales agreement is not illegal, the party is not entitled to the distribution area of this Series B a separate set of other dealers.
2.2 In the period of the agreement, both parties recognized distribution area within the party for the annual sales volume_Ten thousand yuan,Sales above requirements for Party B completed within the stipulated time and get the lowest sales of Party identification. So Party commitment from the date of signing of this agreement play_Sales in Japan up to Ten thousand yuan。
2.3 the date of signing the agreement within a month, ordered the first batch of products. The first purchase agreement in the amount of sales _20_%，That is 100,000 yuan。
2.4 _3_ Months before the signing of this agreement，Party A Party B of the study period. In the meantime, before a month that is before February _2015_ ordering party takes 10 million, after two months that is _2015_ March - April B required to achieve a given volume of accumulated $ 100,000. Upon the expiration of the study period, B achieve the set volume for passing inspection before the implementation of this agreement to the following terms, otherwise the buyer the right to re-select dealers.
2.5 If at any stage of the agreement, the Party B shall make the order quantity sufficient to achieve a suitable stage of the order and the corresponding payment received by Party, Party of the reasons but did not receive or complete these orders the party did not meet the set volume, the Party shall not exercise 2.3, 2.4 right.
Article booking orders and shipping
3.1 ordering in advance to Party B under written orders (to fax date), the order shall be party representatives signature and official stamp. Each purchase order shall constitute a separate purchase and sale agreement, to take effect from the time the order is received by Party B payment, all provisions of this Agreement for the order, of course terms. arrivals
3.2 for the sale of goods to the warehouse, short travel expenses from the warehouse to the installation places the burden of the Party.
Article prices and price protection
Making power and the right to publish product prices were 4.1 Party in Party A unified national wholesale price.
4.2Who have completed the whole contract amount more than 100 million signed with Victory and complete the payment, and the basic requirements of the assessment by Victory dealers and more than 80 points, you can enjoy under the Price List a 1% discount
4.3 actively cooperate with Party B shall make dealer management, regular reporting monthly sales information feedback form, and to ensure the authenticity of the report. Otherwise, the party will lose any rights under 4.3 may be required.
4.4 If the Party __20_ days from the date of issue of the product, reduce the purchase price of the product Party, the Party will be the price of the orders __30_ days before giving price protection, according to the new party price & B implementation;
Article 5.Prototype support and payment support
5.1 In order to better facilitate the Party do Products, Party B prototype given total support not more than 500 yuan。
Article payment support and rebate policy
6.1 Distribution Amount give Party B a fixed degree, that is 10% of the total amount of getting goods;
6.2 orders 50% advance payment, the remaining amount of 60-day credit period, over the period of payment of interest at the deposit rate, more than 90 days unpaid, canceled dealers eligible;
6.3 second before ordering, getting goods to pay the remaining money last, and ordered to pay 50% of advances;
6.4 Party B both sides agreed minimum sales, and when the full payment, rebate to meet the conditions, corresponding to the amount of the rebate in the following table:
Days sales outstanding amount
Rebate ratio (gross payment basis)
50-80 Wan section
80-100 Wan section
6.5 rebate refund: (After Victory receive full payment) from January 1, to December 31 deadline to statistics, in the second year of the return in the form of products, but not more than ordering off against each 20% of the value.
Article marketing and market protection
7.1 Party B must be sold in accordance with the development of the price system, in the absence of the consent of the Party consent, low-cost selling or raise prices belong to breach of contract. Once the breach of contract, depending on the seriousness Party the right to decide to terminate the agreement until the party be punished.
7.2 Party implementation of regional exclusive distribution requirements. B can only sell products under this Agreement within the authorized area, prohibit cross-selling. Party either directly or through a third party within the jurisdiction of their ordered products outside its authorized regional sales should obtain Party agrees, and promptly notify the goods sold to regional distributors, sales without authorization in violation of the foregoing, the need for double Retail price repurchase illegal sales of products, depending on the severity of Party B is entitled to punitive fines until the termination of this Agreement.
7.3 Party B shall actively and effectively explore the market, and it is authorized to monitor illegal sales practices within the sales area, once discovered, shall promptly notify, we shall be obliged to report violations processed in _ 7_ working days to complete the investigation and issue a written treatment advice.
7.4 To ensure the smooth implementation of the regionalization of sales, integrated price, Party in the factory before provision for product serial number, B in the sales process must monitor the implementation of the whole of the product and the sales invoice When the product must be listed on the serial number label product sales invoices, and regularly submit monthly sales information feedback form.
7.5 If annual sales of 150 million yuan, Party B can apply for project support large customers, such as: corporate network information dissemination support, prototype support;
Article VIII of store display and advertising
8.1 Party B requires the agreement of the major cities in the region should be two series of products on display in the store, and posted in a prominent location provided by the Party unified banners and posters.
8.2 Party to provide relevant advertising and promotional materials to Party, Party responsible for national advertising and promotional display, B is responsible for advertising distribution within the region, its content must comply with the overall corporate image of the Party and inform Party and after prior approval.
Article IX Technical Exchange Support
9.1 Party to provide on-site training once a year and one-year multiple Victoria headquarters designated training;
9.2 B is responsible for the product after-sales service area of distribution, if any technical problems, you can request to Party support, shall be obliged to help solve.
Article X of the intellectual property
10.1 Party shall ensure that: clearly know "Jin Teng _ _" trademark for the Party, Party only sales, promotion and publicity Party products, and Party approved the use of the trademark.
10.2 Party B represents and warrants that: Party Party respects the intellectual property, regarding "Jin Tang" related trademarks, copyrights, patents and other rights, must be used in accordance with the guidance of Party Party . Without the consent of Party A, Party B shall not modify the products and their packaging, are not free to affix other marks.
10.3 for the Party of misuse and violations Party the right to terminate the agreement and demand compensation.
10.4 Party B as distributor, has the right and obligation to actively protect the intellectual property rights of Party within its distribution area, the discovery of violations of intellectual property rights in the Party, the Party shall promptly stopped and informed .
breach of Article XI
11.1 B shall not violate the Party's pricing policy, dumping or raise prices of products sold by Party (with the price system table).
11.2 B shall not exceed the scope of the distribution agreement, to the area outside party products third-party sales.
11.3 dealers the right to grant shall return to Party B no right to develop dealer.
11.4 B shall not collude with other dealers to harm party interests.
11.5 If Party B found in breach of the above, depending on the seriousness Party shall be entitled to punitive fines until the termination of the agreement.
Article XII of the confidentiality provisions
of the technical secret 12.1 Party B is obliged to provide. Distribution system
12.2 Party B is obliged to provide, agreements and contracts between business correspondence confidential.
12.3 Party B is obliged to develop pricing system confidential.
12.4 Party B is obliged to overall marketing strategy and specific marketing tactics deployed confidential.
Article XIII Term and Termination
13.1 this agreement by both the legal representative signature and official stamp, duration _1_ years, from January 10, 2015 2016 1 March 9. If the Party to complete the sales agreement signed by both parties no serious breach, A and B sides can renew the agreement, but both sides should be in accordance with local, prevailing market conditions separately signed a sales agreement.
13.2 when any of the following occurs, either party is entitled to early termination of this Agreement, and written notice to the other.
1, any party breach of this agreement.
2, either bankruptcy or liquidation proceedings.
3, due to either irresistible factors resulting in the agreement can not fulfill.
13.3 both parties can terminate the agreement in advance.
Article XIV and methods of dispute settlement
14.1 If because of this agreement and dispute matters relating to this Agreement arising, either party may, by written notice to the other in a friendly The principle of equality of consultation.
14.2 If the parties within a certain period of time, unable to reach a settlement of the dispute each other mutually acceptable method, the two parties may file suit in the local court.
Article XV Other
15.1 this Agreement, in duplicate, two for each party shall have the same legal effect.
15.2 by written consent of Party A and Party B, Party B can be transferred authorized distribution rights to other parties, but the transferee must be re-signed a distribution agreement Party.
Party (Cap): Hangzhou Victory Machinery Co., Ltd. B (Chapter)：
Legal representative (signature)： Legal representative (signature)：
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