CONTRACT OF AUTHORIZATION ON PRODUCTS DISTRIBUTION
甲方（厂商）： Party A (Manufacturer )
乙方 （销商）： Party B ( Distributor )
甲乙双方着等互利协商致原甲方授权乙方指定区域销甲方产品关事宜达成协议：
On the basis of the principal of equality and mutual benefit through friendly consultation whereas Party A agrees to entrust Party B to sell the products of Party A in the appointed areas now this presents witness that is hereby agreed between the parties hereto as follows
第条 保证GUARANTEE
合双方保证合法存法组织具营销合 指定产品资格互换营业执税务登记证等关证件复印件
Both parties hereto shall ensure their legal positions of corporate organizations and the qualification to sell the products as specified in this Contract Both parties shall exchange the duplicated documentations of relevant certificates such as business license and tax registration certificate
第二条 代理销售区域范围Distribution Area
1 The distribution area authorized by Party A to Party B is Austria
甲方授权乙方销售甲方产品行政区域：奥利
2 乙方意作甲方述指定区域代理商承诺全部履行合项义务
Party B agrees to be the agent in the area mentioned above and undertake all the obligations under this Contract
第三条 合作方式Cooperation Mode
甲方提供源节电技术产品乙方负责奥利进行推广销售：
Party A shall provide energy resources electricity power saving conservation technology products and Party B shall be responsible for the promotion and sales of the products
a) 甲方提供产品应适奥利销售缔约双方书面确定
The products supplied by Party A shall be suitable for the sales in Austria and shall be confirmed by both parties hereto in written form
b) 甲方提供产品负责乙方进行员培训
Party A shall be responsible for the training of the personnel of Party B for the use of the products supplied by Party A
c) 甲方应合规定范围奥利WT指定港口出口合作产品
Party A shall export the products to WT or other ports appointed by it within the scope as specified in this contract
d) 甲方应提供乙方指定优质销源节电技术产品
Party A shall supply to the marketable resources electricity power saving conservation technology products with high quality as specified by Party B
e) ）根合合作产品应采专门商标乙方奥利独家销
The products to be manufactured under this contract shall be specifically branded as being produced for the exclusive distribution by Party B in Austria
f) 甲方具乙方生产提供合规定产品独权乙方具接收甲方根合生产产品独权甲方奥利境公司商号进行合规定产品关商业活动应赋予乙方奥利市场产品优先取舍权乙方中国境中国公司商号进行合规定产品关商业活动应赋予甲方产品生产优先取舍权
Party A shall have the exclusive rights to produce and supply the products under this contract to Party B and Party B shall have the exclusive right to receive the products made by Party A under this contract Party A shall not transact any business with any other Austrian Company firm or individual with respect to products covered by this Contract and shall give Party B the rights of the first refusal with respect to other products contemplated for the Austrian market and Party B shall not transact business with any other Chinese company firm or individual with respect to the products covered by this contract and shall give Party A the right of the first refusal with respect to the production of other products from China
g) 乙方名义进行合规定列事项：
Party B shall use its name to do the following under this contract
h) i)奥利关部门产品进行注册
Register the products with the relevant authorities in Austria
（ii）奥利进行产品销售
Market the products in Austria
第四条 合作涉源节电技术产品包括：Products Involved in Cooperation
第五条 合期限首期采购务年度销售务奖励
Term Purchase Task of First Phase Annual Sales Task and Rewarding
1 合效期___年 年 月 日起 年 月 日止
This contract shall be valid and in operation for a period of five (5) years commencing on ___and terminated on ___
2 首期采购务：乙方须合签署日起90天购买甲方价值 10 万美元产品
Purchase Task of First Phase within ninety (90) days upon and from the date on which this contract is signed Party B shall purchase from Party A the products of 100 thousand USD
3 合期满乙方申请续签应期满前30天书面甲方申请乙方已时完成合约定产品年度销售务等条件优先续签合约定代理区域范围代理系列产品权利
After the expiration of the validity of this contract Party B may submit application for renewal by a 30 (thirty) days Prior notice Where Party B complete the annual sales task as specified in this contract on schedule Party B shall have the preemptive right to renew this contract at the same condition for the distribution of the products in the area as specified in this contract
4 销售务奖励见附件Refer to appendix for the sales task and rewarding in detail
第六条：产品采购付款方式Purchase of Products and Payment
1 签署合日乙方需甲方交纳2万美元成约定金乙方合签字盖章90日完成首期采购10万美元务半年应累计完成 万元美元销售务年应累计完成 万元美元年度销售务
Upon the date on which this contract is signed Party B shall pay to Party A 20 thousand USD as contract guarantee fund Party B shall complete the purchase task of first phase (100 thousand USD) within ninety (90) days upon and from the date on which both parties set the hands and seals on this contract Within half year Party B shall complete the accumulative task of ___ ten thousand USD within one year Party B shall complete the accumulative annual task of ___ ten thousand USD
2 乙方应合生效 ９０ 天乙方订购少 10 万美元货物时条第1款成约定金中1万美元转预付款第九条足部分预付款应第九条执行
Within ninety (90) days upon and from the date on which this contract becomes effective Party B shall purchase from Party A the products of at least 100 thousand USD At that time the contract guarantee fund of ten thousand USD shall be converted into advance payment and the lacking part according to article nine shall be subject to article nine
3 剩余1万美元成约定金转第二次交易预付款
The remaining contract guarantee fund of ten thousand USD shall be converted as the advance payment of the second transaction
4 订货时乙方应甲方指定办事机构发出书面订货单订货单应乙方法定代表签名加盖公章甲方收订货单确认该笔订货否效确认订货效份订货单确认函均构成份独立效买卖合合关付款方式交货等相关条款视该独立合效补充
Party B shall send the written order to Party A and the order shall be signed by the legal representative of Party B and stamped by common seal Upon the receipt of the order Party A shall confirm whether the order is valid Where the order is valid each order and letter of confirmation shall be an independent and valid sales contract The payment mode and delivery clauses as specified in this contract may be deemed as the valid addition of the independent contract
5 乙方书面订货单甲方确认乙方收甲方确认函三天支付货款总额30％甲方作预付款余70须甲方发货前三天支付甲方付款日期均货款已达甲方账户日期
After the written order of Party B is confirmed by Party A within three (3) days upon and from the receipt of the letter of confirmation from Party A Party B shall pay to Party A 30 of the total payment for goods as advance payment within three (3) days before the delivery of the goods by Party A Party B shall pay the remaining 70 to Party A The payment date shall be the date on which the payment arrives at the AC of Party A
6货币结算单位美元All transactions shall be conducted by USD
第七条 合作产品质量Quality of Products
（1） 中华民国标准执行(中华民国国家标准部颁企业具体标准)
According to the standard of the People's Republic of China (the specific standard of enterprises or issued by the Department or the People's Republic of China)
（2） 乙方求生产产品质量标准高(1) 标准 乙方必须甲方开始生产前甲方提出书面求
Where Party B require that the quality of the products is higher than as specified in (1) Party B shall submit to Party A the written application before the production
（3） 合期批合作产品数量计量单位计量方法货差规定计算方法行约定
Within the period of validity of this contract the quantity measurement freight shortage and computation of the products of each lot shall be specified otherwise
第八条 交货运输Delivery and Shipment
1 份甲方确认订货单甲方应收乙方全部货款3工作日发货
For each order confirmed by Party A Party A shall deliver the goods within three (3) working days upon and from the receipt of all the payment from Party B
2 发生力抗拒素（预测避免克服等）甲方时供货乙方时交付货款情况外
Except Party A fails to deliver the goods on schedule or Party B fails to make the payment for the force majeure (unpredictable unavoidable and insurmountable)
3 乙方行甲方指定点提货委托甲方代办航空快递等形式托运甲方承担铁路行包汽运保险费（铁路公路运输）乙方求特殊运输方式（航空快递）需出具委托书运输保险费乙方承担甲方发货提货单发货票寄乙方
Party B may come to the site appointed by Party A for goods and also may entrust Party A to handle the air transportation and express delivery on behalf Party A shall bear the expenses of freight charges and insurance expenses (for example railway and road transportation) Where Party B requires special transportation mode (for example air transportation and express delivery) Party B shall provide letter of authority and bear the freight charges and insurance expenses After
the delivery of goods by Party A Party A shall send the bill of goods and invoice to Party B
4 乙方提货时必须场开箱验货发生货物缺失破损等乙方应提货天甲方提出书面通知甲方相关承运部门提供货品缺失破损证明双方协商处理
When taking delivery of the goods Party B shall make unpacking inspection on the site Where any shortage damages or loss is found Party B shall notify Party A in written form in the same day Relevant carrier shall issue the certificate of loss or damage and the event shall be settled through friendly consultation by both parties hereto
5 交货时间：根合作期次合作具体情况行确定
Date of Delivery specified otherwise according to the specific condition of each cooperation during cooperation period
6 交货点：根合作期次合作具体情况行确定
Site of Delivery specified otherwise according to the specific condition of each cooperation during cooperation period
7 运输方式：根合作期次合作具体情况行确定
Transportation Mode specified otherwise according to the specific condition of each cooperation during cooperation period
8 保 险：__________(情况约定谁负责投保具体规定投保金额投保险种)
Insurance ________ (Specified according to the specific condition)
第九条 保修Warranty
乙方销售中甲方产品存质量问题均甲方申请保修调换
Where any quality problem is found Party B may apply for maintenance or replacement from Party A
第十条 产品退换货政策Replacement and Rejection of Goods
1 产品保修（换）期限Warranty (Replacement) Period
甲方正式备案售出产品（收销商反馈甲方登记联准）户购买日起提供期两年免费产品保修服务终身偿维修服务
For the sold products formally filed by Party A (subject to the Party Registration sent by the distributor) from the date on which the products is sold Party A shall provide free maintenance service of two (2) years and wholelife maintenance with compensation
2 产品保修（换）原Warranty (Replacement) Policy
甲方规定产品保修期户严格产品说明书规定产品进行正确安装维护前提果确实产品身质量问题造成产品类障甲方免费户提供返修调换货品服务
Within the warranty period as specified by Party A on the premise of proper installation use and maintenance according to the specification of the instruction of products where the malfunction of the products is caused by the quality themselves Party A shall provide free replacement or free maintenance service
3 产品返修原Reworking Policy of Products
符合产品保修（换）原规定质量问题产品甲方提供原货品返修服务（调换）：
For the following products with quality problem meeting the regulations of warranty (replacement) principal Party A shall only provide reworking service (without replacement)
1) 户特殊定做功率(非常规)型号产品
Large power (unconventional) products specially produced for users
2) 户购机安装三月发生质量问题进行修复产品
The products with quality problem that may be recovered three months later since installation
3) 购机安装三月发生质量问题修复产品客户沟通征客户意允许进行产品返修
The products with quality problem that may be recovered within three months since installation but with the approval of the users for reworking
第十条 价格调整利益保障条款Price Adjustment and Benefit Assurance
充分保障广销商利益甲方进行产品价格体系调整时严格遵守承诺：
To fully ensure the benefit of the distributors where Party A makes the price adjustment Party A shall strictly abide by the following promise
1 甲方保证产品价格体系正式调整前七工作日价格调整信息通知代理商
Within seven (7) working days before the formal adjustment of the price system Party A shall notify the distribution of the relevant adjustment price information
2 甲方进行产品价格体系调整前（甲方正式执行调整新价格体系日期准）已发生采购行甲方负责进行差价补偿
Party A shall not be responsible for the price difference compensation for the purchase activity occurred before the price adjustment
第十二条 双方权利义务Other Rights and Obligations
1 甲方权利Rights of Party A
11 建议指导乙方实施甲方制订市场营销方案权利
Party A shall have the right to direct Party B to execute the marketing plan designed by Party A
12 核定乙方特约销区域特约销产品市场低售价权利
Party A shall have the right to examine the specific distribution area and the lowest market price of the distributed products
13 审核规范乙方进行产品广告宣传权利
Party A shall have the right to examine and standardize the advertisement activity of Party B
2 甲方义务Obligations of Party A
21 乙方完成首期采购务乙方出代理商证书证明维护乙方作代理商正合法权益
After Party B completes the purchase task of the first phase Party A shall issue the agent license and certificate to maintain the legal right of Party B as distributor
22 乙方提供产品销售时需营销技术广告宣传资料相关产品认证证书
Party A shall provide to Party B the marketing technology and advertising data and relevant production certificate required for the sales of the products
23 乙方合第二条约定区域范围进行代理销产品市场开拓销售工作时乙方提供必市场指导技术支持培训支持等相关配套服务
When Party B conducts the marketing exploitation and sales of the products in the area as specified in the article two of this contract Party A shall provide necessary relevant supporting services such as market guidance technical support and training support for Party B
24 乙方时质量提供包装完整合格产品
Party A shall supply the wellpacked qualified products to Party B on schedule by quality and quantity
25 协助乙方做货物托运调换工作
Party A shall render assistance to Party B to make goods consignment and replacement
26 采取效措施调节规范市场秩序
Party A shall take effective measure to adjust and standardize the market order
27 严守乙方商业机密
Party A shall not disclose the commercial secrete to any other third party
3 乙方权利Rights of Party B
31 享合第二条约定特约销产品产品特约区域销权
Party B shall have the right to enjoy the distribution right of the specified products in the area as specified in Article two of this contract
32 享OA电科技2004年度市场营销方案享受切奖励条款规定权利
Party B shall have the right to enjoy all the rights as specified in the rewarding clause according to the 2004 Marketing Plan of GUANGZHOU OA TECHNOLOGY COMPANY LIMITED
4 乙方义务Obligations of Party B
41 应甲方提供营业执等合法效营证件严格遵守国家关法律法规行业规范进行守法营
Party B shall provide the legal and valid business license to Party A and strictly abide by the industry standard and relevant laws and regulations of the country and operate under the laws
42 觉维护甲方产品形象声誉甲方指导处理特约销区域产品终端户投诉相关服务请求做关部门监督检查配合工作
Party B shall maintain the image and reputation of Party A and its products With the guidance of Party A Party B shall make good settlement of the complaint and relevant service application of the final users in the distribution area and render good coordination to relevant department for supervision and inspection
43 严格遵守甲方OA电科技2004年度市场营销方案中关市场营销秩序维护销商行约束方面相关规定
Party B shall strictly abide by the relevant regulations with respect to the market order maintenance and binding on the activity of the distributors as specified in the 2004 Marketing Plan of GUANGZHOU OA TECHNOLOGY COMPANY LIMITED
44 擅生产伪造甲方产品协助甲方做保护甲方专利商标等知识产权工作严守甲方商业秘密
Party B shall not produce counterfeit the products of Party A Party B shall render assistance to protect the intellectual property such as patent and trademark of Party A Party B shall not disclose the commercial secrete to any other third party
45 乙方必须安装专通讯设备保持甲方持续沟通时反馈种市场营销信息
Party B shall install special communication equipment to maintain a good contact with Party A and feed back various marketing information on time
46 乙方印制种针甲方宣传资料前必须呈甲方审核甲方书面许方发布
Party B shall submit all the advertising data involving Party A to Party A for examination and approval and the advertising data shall only be issued with the approval of Party A
47 遵守甲方颁布年度营销方案客户服务方案积极支持配合甲方组织项活动
Party B shall abide by the annual marketing plan client service plan and render active assistance to Party A to organize various activities
48 甲方名义第三签订济合事民事行甲方须乙方第三发生济民事纠纷承担法律责
Party B shall not transact business or other civil deeds with any other third person or party in the name of Party A Party A shall not bear any legal responsibility for the economic or civil dispute between Party B and any other third person or party
第十三条 合修改终止Modification and Termination of Contract
1 合修改必须双方协商致形成书面材料（合变更简约）双方签字盖章生效
The modification of this contract shall be agreed by both parties to this contract The modification shall be formed into written form (Contract Modification Agreement) and signed and approved by both parties
2 发生列种情况时宣称种情况存方（申诉方）应书面通知方果收述通知方未收通知30天（合特约定外）纠正补救消种情况申诉方权书面通知方解合立生效述30天期限双方应继续履行合项义务
Where the following events occur the parties concerned shall notify the other party of the relevant matter Where within thirty (30) days (except the contract specified in particular) after the receipt of the notice the other party fails to measures to correct remedy or eliminate these events the parties concerned may terminate this contract with written notice Within the thirty (30) days mentioned above both parties shall continuously execute the obligations under this contract
21 方严重违反合合相关附件约定
Either Party to this contract violates the regulations as specified in the contract and relevant appendixes
22 方破产进入清算程序（强制性愿性）
Either Party hereto is in bankruptcy or in the liquidation procedure (mandatory or voluntariness)
23 出现抗拒力情况方法履行合项义务
Either Party hereto can not implement the main obligations under this contract for force majeure
24 方公众场传媒等攻击方形象声誉身公形象严重败坏
Either Party attacks the image or reputation of the other party in public and through media or its own public image is damaged severely
3 双方书面意提前终止合
This contract may be terminated with the written consents of both parties
4 乙方合规定时间未完成首期采购务合效
Party B fails to complete Purchase Task of First Phase the contract shall be deemed as invalid
第十四条 保密条款Confidentiality
缔约双方合效期间方获方活动关认机密信息进行保密商号公司透露（正确行合规定责时外）
The parties hereto undertake one to the other to keep confidential at all times during the continuance of this agreement all information acquired by them in connection with the activities of the other party and which may reasonably be regarded as private secret confidential in nature and (except in proper performance to their obligation herein under) not to divulge the same to any person firm or company
第十五条 违约责Liabilities for Breach
甲乙双方均应合约定履行义务方违反合约定守约方权求违约方支付民币 万元违约金守约方赔偿守约方造成全部济损失
Both Parties shall implement the obligations as specified in this contract Where either Party violates the regulations under this contract it shall pay RMB ______ to the other party and shall bear all the economic losses caused thereof
第十六条 抗力Force Majeure
方抗力原履行合时应抗力事件结束_______日方通报减轻方造成损失取关机构抗力证明允许延期履行部分履行者履行合根情况部分全部免予承担违约责
Where either Party fails to implement this contract for the reason of force majeure it shall notify the other party immediately within ___ days after the end of the force majeure to reduce the losses sustained by the other party after the obtaining the certificate of the unexpected accident issued by the competent authorities bear part or none of the liabilities for breach according to the conditions According to the certificate both parties determine to implement this contract in delay in part or terminate this contract
第十七条 争议解决Dispute Resolution
合引起合关争议双方通友协商解决均应提交中国国际济贸易仲裁委员会深圳分会申请仲裁时该会实行仲裁规进行仲裁仲裁裁决终局双方均约束力
All disputes controversies claims or differences arising between the parties hereto in connection with or relating to this Agreement or its validity existence termination or breach shall be settled through friendly consultation between both parties hereto Where the disputes cannot be settled through friendly negotiations it shall be referred to and finally settled by final and binding arbitration by Shenzhen Branch of China International Economic and Trade Arbitration Commission
第十八条 事项Miscellaneous
1 合规定应付违约金赔偿金保保养费种济损失应明确责____日银行规定结算办法付清否逾期付款处理
The penalty compensations storage expenses and various economic losses as specified in this contract shall be paid within ___ days after the confirmation of the responsibilities by the settlement method specified by the bank otherwise it shall be deemed as arrear payment
2 约定违约金视违约损失赔偿双方没约定违约金预先赔偿额计算方法损失赔偿额应相违约造成损失包括合履行获利益超违反合方订立合时应预见违反合造成损失
The penalty specified in this contract is deemed as the compensations for losses Where both parties do not specify the computation method for the penalty or advance compensation amount the compensation amount for losses shall be equal to the losses caused by the breach of the contract including the benefit after the implementation of this contract but not exceeding the predicted losses caused by the breach of this contract when the party in breach signs this contract
3 合甲方交付成约定金日起生效期限_年合效期非方意者法定理方变更解合 合期缔约双方双方意情况续订效期五年重新确定
This contract shall become effective upon the date on which Party A pay the contract guarantee fund the term of validity is __ one year During the term of validity of this contract unless the other party consents or has other legal reason either party shall not modify or terminate this contract The parties hereto shall have the option to renew this agreement at the expiration of the initial five (5) years period on the same terms or on fresh mutually agreed terms as the parties hereto may decide
4 合未事宜须双方协商作出补充规定补充规定合具等效力
Other affairs not included hereof shall be made into additional regulations through friendly consultation The additional regulations shall have the same effects as this contract
5 双方函件合规定址传真号码________方式送达方方址电话传真号码变更应变更_______日书面通知方否应承担相应责
The letters between both parties shall be sent to the address or fax as specified in this contract in ___ mode Where the address telephone and fax of either party are changed the party shall notify the other party within ___ days after the change otherwise it shall bear the corresponding responsibilities
买方代表（签字）：
Representative of the Buyer
(Authorized signature)
卖方代表（签字）：
Representative of the Seller
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甲方（厂商）： Party A (Manufacturer )
乙方 （销商）： Party B ( Distributor )
甲乙双方着等互利协商致原甲方授权乙方指定区域销甲方产品关事宜达成协议：
On the basis of the principal of equality and mutual benefit through friendly consultation whereas Party A agrees to entrust Party B to sell the products of Party A in the appointed areas now this presents witness that is hereby agreed between the parties hereto as follows
第条 保证GUARANTEE
合双方保证合法存法组织具营销合 指定产品资格互换营业执税务登记证等关证件复印件
Both parties hereto shall ensure their legal positions of corporate organizations and the qualification to sell the products as specified in this Contract Both parties shall exchange the duplicated documentations of relevant certificates such as business license and tax registration certificate
第二条 代理销售区域范围Distribution Area
1 The distribution area authorized by Party A to Party B is Austria
甲方授权乙方销售甲方产品行政区域：奥利
2 乙方意作甲方述指定区域代理商承诺全部履行合项义务
Party B agrees to be the agent in the area mentioned above and undertake all the obligations under this Contract
第三条 合作方式Cooperation Mode
甲方提供源节电技术产品乙方负责奥利进行推广销售：
Party A shall provide energy resources electricity power saving conservation technology products and Party B shall be responsible for the promotion and sales of the products
a) 甲方提供产品应适奥利销售缔约双方书面确定
The products supplied by Party A shall be suitable for the sales in Austria and shall be confirmed by both parties hereto in written form
b) 甲方提供产品负责乙方进行员培训
Party A shall be responsible for the training of the personnel of Party B for the use of the products supplied by Party A
c) 甲方应合规定范围奥利WT指定港口出口合作产品
Party A shall export the products to WT or other ports appointed by it within the scope as specified in this contract
d) 甲方应提供乙方指定优质销源节电技术产品
Party A shall supply to the marketable resources electricity power saving conservation technology products with high quality as specified by Party B
e) ）根合合作产品应采专门商标乙方奥利独家销
The products to be manufactured under this contract shall be specifically branded as being produced for the exclusive distribution by Party B in Austria
f) 甲方具乙方生产提供合规定产品独权乙方具接收甲方根合生产产品独权甲方奥利境公司商号进行合规定产品关商业活动应赋予乙方奥利市场产品优先取舍权乙方中国境中国公司商号进行合规定产品关商业活动应赋予甲方产品生产优先取舍权
Party A shall have the exclusive rights to produce and supply the products under this contract to Party B and Party B shall have the exclusive right to receive the products made by Party A under this contract Party A shall not transact any business with any other Austrian Company firm or individual with respect to products covered by this Contract and shall give Party B the rights of the first refusal with respect to other products contemplated for the Austrian market and Party B shall not transact business with any other Chinese company firm or individual with respect to the products covered by this contract and shall give Party A the right of the first refusal with respect to the production of other products from China
g) 乙方名义进行合规定列事项：
Party B shall use its name to do the following under this contract
h) i)奥利关部门产品进行注册
Register the products with the relevant authorities in Austria
（ii）奥利进行产品销售
Market the products in Austria
第四条 合作涉源节电技术产品包括：Products Involved in Cooperation
第五条 合期限首期采购务年度销售务奖励
Term Purchase Task of First Phase Annual Sales Task and Rewarding
1 合效期___年 年 月 日起 年 月 日止
This contract shall be valid and in operation for a period of five (5) years commencing on ___and terminated on ___
2 首期采购务：乙方须合签署日起90天购买甲方价值 10 万美元产品
Purchase Task of First Phase within ninety (90) days upon and from the date on which this contract is signed Party B shall purchase from Party A the products of 100 thousand USD
3 合期满乙方申请续签应期满前30天书面甲方申请乙方已时完成合约定产品年度销售务等条件优先续签合约定代理区域范围代理系列产品权利
After the expiration of the validity of this contract Party B may submit application for renewal by a 30 (thirty) days Prior notice Where Party B complete the annual sales task as specified in this contract on schedule Party B shall have the preemptive right to renew this contract at the same condition for the distribution of the products in the area as specified in this contract
4 销售务奖励见附件Refer to appendix for the sales task and rewarding in detail
第六条：产品采购付款方式Purchase of Products and Payment
1 签署合日乙方需甲方交纳2万美元成约定金乙方合签字盖章90日完成首期采购10万美元务半年应累计完成 万元美元销售务年应累计完成 万元美元年度销售务
Upon the date on which this contract is signed Party B shall pay to Party A 20 thousand USD as contract guarantee fund Party B shall complete the purchase task of first phase (100 thousand USD) within ninety (90) days upon and from the date on which both parties set the hands and seals on this contract Within half year Party B shall complete the accumulative task of ___ ten thousand USD within one year Party B shall complete the accumulative annual task of ___ ten thousand USD
2 乙方应合生效 ９０ 天乙方订购少 10 万美元货物时条第1款成约定金中1万美元转预付款第九条足部分预付款应第九条执行
Within ninety (90) days upon and from the date on which this contract becomes effective Party B shall purchase from Party A the products of at least 100 thousand USD At that time the contract guarantee fund of ten thousand USD shall be converted into advance payment and the lacking part according to article nine shall be subject to article nine
3 剩余1万美元成约定金转第二次交易预付款
The remaining contract guarantee fund of ten thousand USD shall be converted as the advance payment of the second transaction
4 订货时乙方应甲方指定办事机构发出书面订货单订货单应乙方法定代表签名加盖公章甲方收订货单确认该笔订货否效确认订货效份订货单确认函均构成份独立效买卖合合关付款方式交货等相关条款视该独立合效补充
Party B shall send the written order to Party A and the order shall be signed by the legal representative of Party B and stamped by common seal Upon the receipt of the order Party A shall confirm whether the order is valid Where the order is valid each order and letter of confirmation shall be an independent and valid sales contract The payment mode and delivery clauses as specified in this contract may be deemed as the valid addition of the independent contract
5 乙方书面订货单甲方确认乙方收甲方确认函三天支付货款总额30％甲方作预付款余70须甲方发货前三天支付甲方付款日期均货款已达甲方账户日期
After the written order of Party B is confirmed by Party A within three (3) days upon and from the receipt of the letter of confirmation from Party A Party B shall pay to Party A 30 of the total payment for goods as advance payment within three (3) days before the delivery of the goods by Party A Party B shall pay the remaining 70 to Party A The payment date shall be the date on which the payment arrives at the AC of Party A
6货币结算单位美元All transactions shall be conducted by USD
第七条 合作产品质量Quality of Products
（1） 中华民国标准执行(中华民国国家标准部颁企业具体标准)
According to the standard of the People's Republic of China (the specific standard of enterprises or issued by the Department or the People's Republic of China)
（2） 乙方求生产产品质量标准高(1) 标准 乙方必须甲方开始生产前甲方提出书面求
Where Party B require that the quality of the products is higher than as specified in (1) Party B shall submit to Party A the written application before the production
（3） 合期批合作产品数量计量单位计量方法货差规定计算方法行约定
Within the period of validity of this contract the quantity measurement freight shortage and computation of the products of each lot shall be specified otherwise
第八条 交货运输Delivery and Shipment
1 份甲方确认订货单甲方应收乙方全部货款3工作日发货
For each order confirmed by Party A Party A shall deliver the goods within three (3) working days upon and from the receipt of all the payment from Party B
2 发生力抗拒素（预测避免克服等）甲方时供货乙方时交付货款情况外
Except Party A fails to deliver the goods on schedule or Party B fails to make the payment for the force majeure (unpredictable unavoidable and insurmountable)
3 乙方行甲方指定点提货委托甲方代办航空快递等形式托运甲方承担铁路行包汽运保险费（铁路公路运输）乙方求特殊运输方式（航空快递）需出具委托书运输保险费乙方承担甲方发货提货单发货票寄乙方
Party B may come to the site appointed by Party A for goods and also may entrust Party A to handle the air transportation and express delivery on behalf Party A shall bear the expenses of freight charges and insurance expenses (for example railway and road transportation) Where Party B requires special transportation mode (for example air transportation and express delivery) Party B shall provide letter of authority and bear the freight charges and insurance expenses After
the delivery of goods by Party A Party A shall send the bill of goods and invoice to Party B
4 乙方提货时必须场开箱验货发生货物缺失破损等乙方应提货天甲方提出书面通知甲方相关承运部门提供货品缺失破损证明双方协商处理
When taking delivery of the goods Party B shall make unpacking inspection on the site Where any shortage damages or loss is found Party B shall notify Party A in written form in the same day Relevant carrier shall issue the certificate of loss or damage and the event shall be settled through friendly consultation by both parties hereto
5 交货时间：根合作期次合作具体情况行确定
Date of Delivery specified otherwise according to the specific condition of each cooperation during cooperation period
6 交货点：根合作期次合作具体情况行确定
Site of Delivery specified otherwise according to the specific condition of each cooperation during cooperation period
7 运输方式：根合作期次合作具体情况行确定
Transportation Mode specified otherwise according to the specific condition of each cooperation during cooperation period
8 保 险：__________(情况约定谁负责投保具体规定投保金额投保险种)
Insurance ________ (Specified according to the specific condition)
第九条 保修Warranty
乙方销售中甲方产品存质量问题均甲方申请保修调换
Where any quality problem is found Party B may apply for maintenance or replacement from Party A
第十条 产品退换货政策Replacement and Rejection of Goods
1 产品保修（换）期限Warranty (Replacement) Period
甲方正式备案售出产品（收销商反馈甲方登记联准）户购买日起提供期两年免费产品保修服务终身偿维修服务
For the sold products formally filed by Party A (subject to the Party Registration sent by the distributor) from the date on which the products is sold Party A shall provide free maintenance service of two (2) years and wholelife maintenance with compensation
2 产品保修（换）原Warranty (Replacement) Policy
甲方规定产品保修期户严格产品说明书规定产品进行正确安装维护前提果确实产品身质量问题造成产品类障甲方免费户提供返修调换货品服务
Within the warranty period as specified by Party A on the premise of proper installation use and maintenance according to the specification of the instruction of products where the malfunction of the products is caused by the quality themselves Party A shall provide free replacement or free maintenance service
3 产品返修原Reworking Policy of Products
符合产品保修（换）原规定质量问题产品甲方提供原货品返修服务（调换）：
For the following products with quality problem meeting the regulations of warranty (replacement) principal Party A shall only provide reworking service (without replacement)
1) 户特殊定做功率(非常规)型号产品
Large power (unconventional) products specially produced for users
2) 户购机安装三月发生质量问题进行修复产品
The products with quality problem that may be recovered three months later since installation
3) 购机安装三月发生质量问题修复产品客户沟通征客户意允许进行产品返修
The products with quality problem that may be recovered within three months since installation but with the approval of the users for reworking
第十条 价格调整利益保障条款Price Adjustment and Benefit Assurance
充分保障广销商利益甲方进行产品价格体系调整时严格遵守承诺：
To fully ensure the benefit of the distributors where Party A makes the price adjustment Party A shall strictly abide by the following promise
1 甲方保证产品价格体系正式调整前七工作日价格调整信息通知代理商
Within seven (7) working days before the formal adjustment of the price system Party A shall notify the distribution of the relevant adjustment price information
2 甲方进行产品价格体系调整前（甲方正式执行调整新价格体系日期准）已发生采购行甲方负责进行差价补偿
Party A shall not be responsible for the price difference compensation for the purchase activity occurred before the price adjustment
第十二条 双方权利义务Other Rights and Obligations
1 甲方权利Rights of Party A
11 建议指导乙方实施甲方制订市场营销方案权利
Party A shall have the right to direct Party B to execute the marketing plan designed by Party A
12 核定乙方特约销区域特约销产品市场低售价权利
Party A shall have the right to examine the specific distribution area and the lowest market price of the distributed products
13 审核规范乙方进行产品广告宣传权利
Party A shall have the right to examine and standardize the advertisement activity of Party B
2 甲方义务Obligations of Party A
21 乙方完成首期采购务乙方出代理商证书证明维护乙方作代理商正合法权益
After Party B completes the purchase task of the first phase Party A shall issue the agent license and certificate to maintain the legal right of Party B as distributor
22 乙方提供产品销售时需营销技术广告宣传资料相关产品认证证书
Party A shall provide to Party B the marketing technology and advertising data and relevant production certificate required for the sales of the products
23 乙方合第二条约定区域范围进行代理销产品市场开拓销售工作时乙方提供必市场指导技术支持培训支持等相关配套服务
When Party B conducts the marketing exploitation and sales of the products in the area as specified in the article two of this contract Party A shall provide necessary relevant supporting services such as market guidance technical support and training support for Party B
24 乙方时质量提供包装完整合格产品
Party A shall supply the wellpacked qualified products to Party B on schedule by quality and quantity
25 协助乙方做货物托运调换工作
Party A shall render assistance to Party B to make goods consignment and replacement
26 采取效措施调节规范市场秩序
Party A shall take effective measure to adjust and standardize the market order
27 严守乙方商业机密
Party A shall not disclose the commercial secrete to any other third party
3 乙方权利Rights of Party B
31 享合第二条约定特约销产品产品特约区域销权
Party B shall have the right to enjoy the distribution right of the specified products in the area as specified in Article two of this contract
32 享OA电科技2004年度市场营销方案享受切奖励条款规定权利
Party B shall have the right to enjoy all the rights as specified in the rewarding clause according to the 2004 Marketing Plan of GUANGZHOU OA TECHNOLOGY COMPANY LIMITED
4 乙方义务Obligations of Party B
41 应甲方提供营业执等合法效营证件严格遵守国家关法律法规行业规范进行守法营
Party B shall provide the legal and valid business license to Party A and strictly abide by the industry standard and relevant laws and regulations of the country and operate under the laws
42 觉维护甲方产品形象声誉甲方指导处理特约销区域产品终端户投诉相关服务请求做关部门监督检查配合工作
Party B shall maintain the image and reputation of Party A and its products With the guidance of Party A Party B shall make good settlement of the complaint and relevant service application of the final users in the distribution area and render good coordination to relevant department for supervision and inspection
43 严格遵守甲方OA电科技2004年度市场营销方案中关市场营销秩序维护销商行约束方面相关规定
Party B shall strictly abide by the relevant regulations with respect to the market order maintenance and binding on the activity of the distributors as specified in the 2004 Marketing Plan of GUANGZHOU OA TECHNOLOGY COMPANY LIMITED
44 擅生产伪造甲方产品协助甲方做保护甲方专利商标等知识产权工作严守甲方商业秘密
Party B shall not produce counterfeit the products of Party A Party B shall render assistance to protect the intellectual property such as patent and trademark of Party A Party B shall not disclose the commercial secrete to any other third party
45 乙方必须安装专通讯设备保持甲方持续沟通时反馈种市场营销信息
Party B shall install special communication equipment to maintain a good contact with Party A and feed back various marketing information on time
46 乙方印制种针甲方宣传资料前必须呈甲方审核甲方书面许方发布
Party B shall submit all the advertising data involving Party A to Party A for examination and approval and the advertising data shall only be issued with the approval of Party A
47 遵守甲方颁布年度营销方案客户服务方案积极支持配合甲方组织项活动
Party B shall abide by the annual marketing plan client service plan and render active assistance to Party A to organize various activities
48 甲方名义第三签订济合事民事行甲方须乙方第三发生济民事纠纷承担法律责
Party B shall not transact business or other civil deeds with any other third person or party in the name of Party A Party A shall not bear any legal responsibility for the economic or civil dispute between Party B and any other third person or party
第十三条 合修改终止Modification and Termination of Contract
1 合修改必须双方协商致形成书面材料（合变更简约）双方签字盖章生效
The modification of this contract shall be agreed by both parties to this contract The modification shall be formed into written form (Contract Modification Agreement) and signed and approved by both parties
2 发生列种情况时宣称种情况存方（申诉方）应书面通知方果收述通知方未收通知30天（合特约定外）纠正补救消种情况申诉方权书面通知方解合立生效述30天期限双方应继续履行合项义务
Where the following events occur the parties concerned shall notify the other party of the relevant matter Where within thirty (30) days (except the contract specified in particular) after the receipt of the notice the other party fails to measures to correct remedy or eliminate these events the parties concerned may terminate this contract with written notice Within the thirty (30) days mentioned above both parties shall continuously execute the obligations under this contract
21 方严重违反合合相关附件约定
Either Party to this contract violates the regulations as specified in the contract and relevant appendixes
22 方破产进入清算程序（强制性愿性）
Either Party hereto is in bankruptcy or in the liquidation procedure (mandatory or voluntariness)
23 出现抗拒力情况方法履行合项义务
Either Party hereto can not implement the main obligations under this contract for force majeure
24 方公众场传媒等攻击方形象声誉身公形象严重败坏
Either Party attacks the image or reputation of the other party in public and through media or its own public image is damaged severely
3 双方书面意提前终止合
This contract may be terminated with the written consents of both parties
4 乙方合规定时间未完成首期采购务合效
Party B fails to complete Purchase Task of First Phase the contract shall be deemed as invalid
第十四条 保密条款Confidentiality
缔约双方合效期间方获方活动关认机密信息进行保密商号公司透露（正确行合规定责时外）
The parties hereto undertake one to the other to keep confidential at all times during the continuance of this agreement all information acquired by them in connection with the activities of the other party and which may reasonably be regarded as private secret confidential in nature and (except in proper performance to their obligation herein under) not to divulge the same to any person firm or company
第十五条 违约责Liabilities for Breach
甲乙双方均应合约定履行义务方违反合约定守约方权求违约方支付民币 万元违约金守约方赔偿守约方造成全部济损失
Both Parties shall implement the obligations as specified in this contract Where either Party violates the regulations under this contract it shall pay RMB ______ to the other party and shall bear all the economic losses caused thereof
第十六条 抗力Force Majeure
方抗力原履行合时应抗力事件结束_______日方通报减轻方造成损失取关机构抗力证明允许延期履行部分履行者履行合根情况部分全部免予承担违约责
Where either Party fails to implement this contract for the reason of force majeure it shall notify the other party immediately within ___ days after the end of the force majeure to reduce the losses sustained by the other party after the obtaining the certificate of the unexpected accident issued by the competent authorities bear part or none of the liabilities for breach according to the conditions According to the certificate both parties determine to implement this contract in delay in part or terminate this contract
第十七条 争议解决Dispute Resolution
合引起合关争议双方通友协商解决均应提交中国国际济贸易仲裁委员会深圳分会申请仲裁时该会实行仲裁规进行仲裁仲裁裁决终局双方均约束力
All disputes controversies claims or differences arising between the parties hereto in connection with or relating to this Agreement or its validity existence termination or breach shall be settled through friendly consultation between both parties hereto Where the disputes cannot be settled through friendly negotiations it shall be referred to and finally settled by final and binding arbitration by Shenzhen Branch of China International Economic and Trade Arbitration Commission
第十八条 事项Miscellaneous
1 合规定应付违约金赔偿金保保养费种济损失应明确责____日银行规定结算办法付清否逾期付款处理
The penalty compensations storage expenses and various economic losses as specified in this contract shall be paid within ___ days after the confirmation of the responsibilities by the settlement method specified by the bank otherwise it shall be deemed as arrear payment
2 约定违约金视违约损失赔偿双方没约定违约金预先赔偿额计算方法损失赔偿额应相违约造成损失包括合履行获利益超违反合方订立合时应预见违反合造成损失
The penalty specified in this contract is deemed as the compensations for losses Where both parties do not specify the computation method for the penalty or advance compensation amount the compensation amount for losses shall be equal to the losses caused by the breach of the contract including the benefit after the implementation of this contract but not exceeding the predicted losses caused by the breach of this contract when the party in breach signs this contract
3 合甲方交付成约定金日起生效期限_年合效期非方意者法定理方变更解合 合期缔约双方双方意情况续订效期五年重新确定
This contract shall become effective upon the date on which Party A pay the contract guarantee fund the term of validity is __ one year During the term of validity of this contract unless the other party consents or has other legal reason either party shall not modify or terminate this contract The parties hereto shall have the option to renew this agreement at the expiration of the initial five (5) years period on the same terms or on fresh mutually agreed terms as the parties hereto may decide
4 合未事宜须双方协商作出补充规定补充规定合具等效力
Other affairs not included hereof shall be made into additional regulations through friendly consultation The additional regulations shall have the same effects as this contract
5 双方函件合规定址传真号码________方式送达方方址电话传真号码变更应变更_______日书面通知方否应承担相应责
The letters between both parties shall be sent to the address or fax as specified in this contract in ___ mode Where the address telephone and fax of either party are changed the party shall notify the other party within ___ days after the change otherwise it shall bear the corresponding responsibilities
买方代表（签字）：
Representative of the Buyer
(Authorized signature)
卖方代表（签字）：
Representative of the Seller
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