AGREEMENT OF EXCLUSIVE SELLING AGENT Manufacturer: 制造商：
Agent: 代理商：
The two parties sign this agency agreement on the basis of equality, free will and mutual consultation. Both sides must comply.
本着平等自愿，协商一致的原则，签订此协议。双方均应严格遵守。
Section 1: Exclusive Selling Agent第一条独家销售代理
The manufacturer appoints the agent to act as their exclusive selling agent in China to sell the following products of the manufacturer:
制造商同意将其生产的下列产品在中国的独家销售代理权授予代理方:
Section 2: Responsibility of the Agent第二条代理人的职责
The agent shall make all efforts to promote the sale of the products of the manufacturer using the agent’s marketing organization. The agent shall send all enquiries and orders received by them to the manufacturer and have no rights to sign any binding agreement on behalf of the manufacturer. The agent shall explain to the customers all the technical parameters and commercial terms stated by the manufacturer and take all steps to co-ordinate between the manufacturer and the customers to secure the orders.
代理人利用自身的销售网络在中华人民共和国积极拓展用户。代理人向制造商转送接收到的询价和订单。代理人无权代表制造商签订任何具有约束力的合约。代理人应把制造商规定的技术参数和商业条款对用户解释。采取措施配合制造商获得订单。
The agent, in relation to the products covered by this agency agreement, describe them only as
‘sales and service agent’ for the products and not hold themselves out or permit any person to hold himself out as being authorized to bind the manufacturer in any way or to do any act which might reasonably create an impression that the agent is so authorized. The offers given and orders received will always include a clause “Subject to approval/acceptance of the order by M/s Veejay Lakshmi Engineering Works Limited.” The right to receive/accept the orders and making the invoices for the products is expressly reserved to the manufacturer.
相关代理商只能介绍自己是这些产品的“销售服务代理商”，不得以制造商授权自居去从事给制造商带来不良印象的活动。所有报价和定单须包括这样一个条款“需经“M/s Veejay批准”。制造商有权保留收到的订单和商品的销售发票。
The agent shall not make or give promises, warranties or guarantees or representations concerning the product other than those authorized by the manufacturer in writing.
未经制造商书面授权，代理商不得做出对产品的承诺、担保或保证、陈述。
The agent shall not use any advertising, promotional or selling materials in relation to the products except those supplied or approved by the manufacturer.
除非制造商提供或批准，代理商不得使用任何与此产品相关的广告、促销和销售材料。
The agent shall obtain all the permissions required by them for carrying the business as agents for sales and service and shall also keep the manufacturer informed of the import duty rates and conditions for any concessions, the laws and regulations in China relating to method of manufacturing, labeling or sale of the products and will also notify the manufacturer in the event the agent is aware that any of the products of the manufacturer is in breach of any such laws or regulations.
代理商须获得规定的商品和服务的代理许可权，还应该告知制造商进口税率、优惠条件以及适用于中国的加工方法的法律法规、商品标记等，一旦意识到制造商的产品触犯了中国的法律法规，代理商应及时告知制造商。
Section 3: Training第三条培训
3.1 In order to understand the technical characteristic of the products, the manufacturer agrees to assign technicians to train the sales personnel of the agent in China. The no of persons to be trained and the place of training shall be discussed and finalized on mutual consent from time to time.
为使代理人能了解所推销产品的技术性能，制造商同意派人来中国对代理商的销售团队进行系统培训。培训人数及地点由双方协商确定。
3.2 In order to provide after-sales service like erection, commissioning and attending service calls during the warranty period, the manufacturer agrees to train two technicians of the agent (one is mechanical technician, the other is electrical). If it is necessary for these two technicians to be trained in India, the boarding and lodging and their local travel expenses in India will be borne by the manufacturer. Air fare to & from China will be borne by the agent. Similarly if the manufacturer deputes their engineers for training in China, air fare will be borne by the manufacturer and all expenses for boarding and lodging and local travel expenses in China for the manufacturer’s engineers will be borne by the agent. The after-sales service fee within guarantee period should be charged by the manufacture, if out the guarantee period should be charged by the agent to the customers, will be negotiated and finalized separately.
为了在保修期内向顾客提供售后服务（如安装、试车和服务热线），制造商委托代理方进行必要的售后服务，制造商为代理方培训两名技师（机械和电器技师各一名）。如果两名技师需要在印度培训，制造商应当承担他们在印度的食宿费和当地的交通费用。代理商承担他们往返机票费用。同样，如果制造商派工程师来中国培训，往返机票费用应自理，代理商负责制造商工程师在中国的食宿及交通费用。保修期内的售后服务费用由制造商负担，假如超出保修期范围，代理商向客户收取售后服务费，此费用应当另行商定。