Sales Agency Agreement
Between:ItN Nanovation AG whose registered office is at:UntertürkheimerStraße 25, 66117 Saarbrücken, Germanyregistered at the Registry of Commerce of Saarbrücken under HRB 15671, duly represented by Dr. Christoph Weiß
(hereinafter called "the Seller")
and:China Power CM Environment Engineering Co. LTD whose registered office is at: 8Floor, Techart Plaza Tower A, No. 30 Xueyuan Road, Haidian District, Beijing 100083 Peoples Republic of China, registered at the Registry of Commerce of Beijing under number 110108006300457,duly represented by Yangyuan
(hereinafter called "the Agent")
it is agreed as follows:
Article 1 - Territory and Products
1.1The Seller appoints the None ExclusiveAgent, subject to the terms and
conditions herein, as his Commercial Agent to promote the sale of the products listed in Annex I, paragraph 1 (hereinafter called "the Products") in the territory defined in Annex I, paragraph 2 (hereinafter called "the Territory").
1.2Territory” means the geographic areas listed on Annex I, hereto
Article 2 - Good faith and fair dealing
2.1In carrying out their obligations under this agreement the parties will act in
accordance with good faith and fair dealing.
2.2The provisions of this agreement, as well as any statements made by the
parties in connection with this agency relationship, shall be interpreted in good faith.
Article 3 - The Agent's functions
3.1The Agent agrees to use his best endeavours to promote the sale of the
Products in the Territory in accordance with the Seller's reasonable instructions and shall protect The Seller's interests with the diligence of a responsible businessman.
3.2When negotiating with customers, the Agent shall offer Products strictly in
accordance under the terms and conditions as the Seller has communicated to
him.
3.3 The Agent agrees to promote the sale of the Products in the Territory and to
service the customers of the Seller in a manner consistent with good sales procedure and customer relations.
3.4The Agent agrees that he will not promote or sell products of the Seller outside
the Territory agreed upon, without the prior written consent of the Seller.
3.5The Agent agrees to abide by and comply with all sales policies and operating
procedures of the Seller, as long as they are not in conflict with governmental regulations and / or laws. The Agent commits himselfto respect universal ethical standards and to observe nationally and internationally valid legislation.
3.6The Agent will not be entitled to sign any kind of legal binding documents such
as offers, orders or any other compulsory documents, except if the Agent has received a power of attorney from the Seller prior to the occasion
3.7Independent Contractors. The relationship of the Sellerand the Agent
established by this Agreement is that of an independent contractor, and nothing contained in this Agreement shall be construed to (i) give either party the power to direct and control the day-to- day activities of the other, or (ii) constitute the parties as partners, joint ventures, co-owners or otherwise as participants in a joint undertaking, or (iii) allow the Agent to create or assume any obligation on behalf of The Sellerfor any purpose whatsoever. All financial and other obligations associated with the Agent’s business are the sole responsibil ity of the Agent.The Agent shall be responsible for, and shall indemnify and hold The Sellerfree and harmless from, any and all claims, damages or lawsuits (including Company’s attorneys’ fees) arising solely out of the acts or the Agent, its employees or its the Agents.
Article 4 - Sale of the Products
4.1 Prices and Terms of Sale:The Sellershall provide the Agent with its current
price lists, its delivery schedules, and its standard terms and conditions of sale, as established or adapted from time to time. The Agent shall quote to customers only those authorized prices, delivery schedules, and terms and conditions, and shall have no authority to quote or offer any discount to such prices or change any such terms and conditions, without the consent of Company. The Sellermay change the prices, delivery schedules, and terms and conditions, provided that it gives the Agent at least thirty (30) days prior written notice of any changes;
however, such changes shall not affect any existing contacts or pricing agreements. Each order for a Product shall be governed by the prices, delivery schedules, and terms and conditions in effect at the time the order is accepted, and all quotations by the Agent shall contain a statement to that effect.