EXCLUSIVITY DISTRIBUTOR
AGREEMENT
1. DEFINITION
1.1Worldwide Agent:
指外贸公司（代理工厂全球市场）
1.2Distributor:
国外客户（国家或者地区）独家经销商
1.3Manufacturer:
工厂
1.4Commodities:
产品
1.5Territories:
独家经销地区
1.6Customers:
产品的分销商或者最终用户
1.7Agreement:
The Agreement drawn hereby between the AGENT and the
DISTRIBUTOR and the MANUFACTURER, hereinafter refers
to as the AGREEMENT.
2.ASSIGNMENT
2.1The AGENT hereby agrees to grant the sole distributorship of the
COMMODITIES to the DISTRIBUTOR in the Territories for a
period stipulated in Section 4.
2.2The DISTRIBUTOR has the exclusive right to sell the
Commodities within the TERRITORIES.
3.TERMS AND CONDITIONS
3.1The DISTRIBUTOR shall exclusively distribute ZXMCO made
COMMODITIES. It cannot sell other China made brands of
motorcycles, mopeds, scooters, ATV, and tricycles without any
approval from the AGENT.
3.2The AGENT and the MANUFACTURER shall not sell, deliver,
or distribute the COMMODITIES to other entities or
personalities in the Morocco.
3.3The DISTRIBUTOR shall do his best effort to distribute the
COMMODITIES.
3.4The DISTRIBUTOR shall from time to time endeavor enough
marketing and advertisement to promote the COMMODITIES in
the Territories.
3.5The DISTRIBUTOR shall build up the dealer network and
establish or appoint Service Center in different areas to provide
warranty service for the Commodities sold to Customers in order
to guarantee the Customer satisfaction of the after sales services.
Dealer networks shall be built up as follows:
CITY 2004 2005
Total:
3.6The AGENT and MANUFACTURER shall supply at their own
discretion 2% spare parts of the Commodities to the
DISTRIBUTOR for warranty services. The DISTRIBUTOR
shall keep adequate non-warranty services related spare parts to
ensure customers’ satisfaction on the afte r sales service.
3.7The DISTRIBUTOR shall warrant the Commodities under
normal wear and tear, 10,000 km. or 1 year from the date of sales
to Customer, whichever comes first. Should a major
manufacturing quality problem occur, DISTRIBUTOR shall
inform the AGENT immediately for remedy action which will be
at the expenses of MANUFACTURER and AGENT.
3.8The MANUFACTURER and AGENT shall supply parts when the
DISTRIBUTOR places the order.
3.9The MANUFACTURER and AGENT shall train the salesmen
and technical persons at the expenses, and provide the technical
support for the future development.
3.10The DISTRIBUTOR shall report to the AGENT the inventory
status of motorcycle and spare parts every month or at the request
of the AGENT and MANUFACTURER for the COMMODITIES
and parts.
3.11The DISTRIBUTOR shall update the AGENT any information on
competitors, policies, laws, regulations, taxes, duties and other
matters that will affect the distribution and sales of the
COMMODITIES.
3.12The AGENT and MANUFACTURER shall indemnify the
DIST RIBUTOR with respect to Customer’s claims on warranty
of parts and COMMODITIES.
3.13The AGENT and MANUFACTURER disclaim all other
warranties including, without limitation, the implied warranty of
merchantability.
3.14The AGENT and the MANUFACTURER shall not be liable at
any time for any consequential, incidental, direct or indirect
damages taken place in the TERRITORIES.
4.V ALIDITY AND RENEWAL OF AGREEMENT
4.1This Agreement hereby drawn between the AGENT and the
DISTRIBUTOR will be valid for a period or until such time both