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China Distributorship Agreement - Exclusive

Distributorship Agreement – Exclusive

This review list is provided to inform you about the document in question and assist you in its preparation of a exclusive distributorship agreement used in China. You should consult our China intellectual property lawyer to revise the China distribution agreement according to your specific situation.

1. The Manufacturer should be alert to the dangers in establishing any long-term exclusive relationship with a Distributor.  Most of these relationships accrue to the benefit of the Distributor, not the Manufacturer.  Notable cases include Coke, Pepsi, McDonald’s and others who had to buy back their rights at considerable expense from these parties.  The reverse is true for Distributors.  It is usually in their best interests to acquire as many of these agreements as possible in the hopes that one or two will turn into the gold mine that a Coke, Pepsi, or McDonald’s franchise has done.

2.  Manufacturer should consider long and hard whether they can get the same result, or nearly the same result, with a nonexclusive Agreement.  Nonexclusive Agreements give the Distributor less leverage over the Manufacturer in situations where the Distributor performs poorly.  These agreements are more common today, for that reason, than exclusive Agreements.  If the Manufacturer chooses to go ahead with an Exclusive agreement, they must extra cautious about investigating the financial and marketing power and commitment of the Distributor.  In simple terms, the back door or exit position is much weaker, and distributors that seek exclusive agreements, and don’t back off the request easily, are usually prepared to fight hard to keep their exclusive agreements, no matter how poorly they perform.


China Exclusive Distributor Agreement

Our China contract drafting lawyer provides this China distribution agreement for your information. This is a typical distributor contract used in China. Please be aware this is a exclusive distributorship agreement.


THIS AGREEMENT is made this ______ day of ______, 19, by and between ______ [Name of Company], with its principal place of business located at ______ [Address] (the "Company") and ______ [Name of Distributor], ______ [Address] ______ (the "Distributor").

NOW, THEREFORE, in consideration of the promises hereinafter made by the parties hereto, it is agreed as follows:


1.  Distribution Right. The Company hereby appoints and grants Distributor the exclusive and non-assignable right to sell the equipment of the Company ("Equipment") listed in the then current "Price List" (Exhibit "A" attached hereto) [omitted]. The distribution right shall be limited to customers who have places of business in, and will initially use the Company's products in the geographic area set forth in Exhibit "B" attached hereto.

2.  Prices. All prices stated are FOB the Company's offices in ______ [Address]. Prices do not include transportation costs which shall be borne by Distributor. Prices do not include federal, state or local taxes applicable to the products sold under this Agreement. An amount equal to the appropriate taxes will be added to the invoice by the Company where the Company has the legal obligation to collect such taxes. Distributor shall pay such amount to the Company unless Distributor provides Company with a valid tax exemption certificate authorized by the appropriate taxing authority.

3.  Terms. Terms are net cash upon delivery, except where satisfactory credit is established in which case terms are net thirty (30) days from date of delivery. The Company reserves the right to revoke any credit extended at the Company's sole discretion. Distributor agrees to pay such invoices when due regardless of other scheduled deliveries. Invoices not paid within thirty (30) days of the invoice date will have one and onehalf percent (1-1/2%) per month finance charge assessed against the unpaid balance from the date of invoice until the date of payment.


China License Agreement

We are frequently asked about license agreement used in China. We hereby furnish a typical Chinese license agreement which is drafted by our China intellectual property lawyer. Although you are free to use it, you are highly recommended to retain our lawyer's service to tailor a more reliable license agreement for you.

This Agreement is dated:


about Royalty Free Images


Licensor: (hereinafter referred to as the “Licensor”) OF THE FIRST PART

and:         Outgram Publishing Ltd
Phone:    ++86 1829 771880
Fax:    ++86 1829 771883

(hereinafter referred to as the “Licensee”) OF THE SECOND PART

Whereas the Licensor is the owner or is legally entitled to represent the owner/s of the proprietary rights and interests in the royalty free images (which is hereinafter referred to as the “images”).

and whereas the Licensee is desirous of acquiring from the Licensor the right

•    to offer and sell to third parties for royalty free use the licensed images in digital files on CD-ROM or via Internet web sites (both individually or on subscription).
(all of the aforesaid rights collectively referred to as the “Licensed Rights”);

and whereas the parties are desirous to set forth the terms and conditions of the partially exclusive, indivisible and non-transferable Licensed Rights for the Territory as hereinafter defined; World

and whereas it is acknowledged however that the proprietary rights and ownership of the images does not form part of this Agreement.

In consideration of the mutual covenants herein contained the parties agree as follows:


China Contract for Sales of Goods

This contract for sale of goods is a typical agreement between foreign buyers and Chinese suppliers. Our China contract lawyer advise that you should consult our China contract drafting lawyer before you use it. You should understand that a purchase and sale agreement should be drafted according to your specific circumstance.

Contract for Sales of Goods


(1) Seller LIMITED

(2) Buyer LIMITED

1 Definitions and Interpretations

1.1    In these Conditions:-

"Business Day"    means any day other than a Saturday, Sunday or bank holiday in England;

"the Buyer"    means the person who accepts a quotation or offer of the Seller for the sale of Goods or whose order for the Goods is accepted by the Seller;

"these Conditions"    means the standard terms and conditions of sale set out in this document and (unless the context otherwise requires) includes any special terms and conditions agreed in writing between the Buyer and the Seller;

"the Contract"    means the contract for the purchase and sale of the Goods under these Conditions;

"the Delivery Date"    means the date on which the Goods are to be delivered as stipulated in the Buyer's order and accepted by the Seller;

"the Goods"    means the goods (including any instalment of the goods or any parts for them) which the Seller is to supply in accordance with these Conditions;

"Month"    means a calendar month;

"the Seller"    means [<Insert Seller's name>] a company [<Insert country where Buyer registered>] under number [<Insert Buyer's company number>] whose registered office is at [<Insert Buyer's registered office>];

"Writing"    means any communication effected by facsimile transmission or any comparable means.

1.2    Any reference in these Conditions to a statute or a provision of a statute shall be construed as a reference to that statute or provision as amended, re-enacted or extended at the relevant time.

1.3    The headings in these Conditions are for convenience only and shall not affect their interpretation.

2 Application of Conditions

The Seller shall sell and the Buyer shall purchase the Goods in accordance with any quotation or offer of the Seller which is accepted by the Buyer, or any order of the Buyer which is accepted by the Seller, subject in either case to these Conditions, which shall govern the Contract to the exclusion of any other terms and conditions subject to which any such quotation is accepted or purported to be accepted, or any such order is made or purported to be made, by the Buyer.

3 Incoterms

In these Conditions "Incoterms" means the international rules for the interpretation of trade terms of the International Chamber of Commerce as in force at the date when the Contract is made.  Unless the context otherwise requires, any term or expression which is defined in or given a particular meaning by the provisions of Incoterms shall have the same meaning in these Conditions, but if there is any conflict between the provisions of Incoterms and these Conditions, the latter shall prevail.

4 Basis of Sale

4.1    The Seller's employees or agents are not authorised to make any representations or claims concerning the Goods unless confirmed by the Seller in writing.  In entering into the Contract the Buyer acknowledges that it does not rely on, and waives any claim for beach of, any such representations which are not so confirmed.

4.2    No variation to these Conditions shall be binding unless agreed in writing between the authorised representations of the Buyer and the Seller.

4.3    Sales literature, price lists and other documents issued by the Seller in relation to the Goods are subject to alteration without notice and do not constitute offers to sell the Goods which are capable of acceptance.  An order placed by the Buyer may not be withdrawn cancelled or altered prior to acceptance by the Seller.  No contract for the sale of Goods shall be binding on the Seller unless the Seller has issued a quotation which is expressed to be an offer to sell the Goods; or has accepted an order placed by the Buyer, by whichever is the earlier of:-

4.3.1    the Seller's written acceptance;

4.3.2    delivery of the Goods; or

4.3.3    the Seller's invoice.

4.4    Any typographical, clerical or other accidental errors or omissions in any sales literature, quotation, price list, acceptance of offer, invoice or other document or information issued by the Seller shall be subject to correction without any liability on the part of the Seller.


China Purchase and Sales Contract / Agreement

This sales and purchase contract is drafted by our China contract lawyer. Although it's free for your use, but we advise you to retain our China contract drafting lawyer's service to draft a more reliable purchase and sales agreement according to your specific situation.







1.1    The seller herewith will sell and the buyer herewith will purchase in accordance with the terms, conditions and specifications and the quality described in this contract (hereinafter called “the Goods”).

1.2    The specification of the goods is provided in Appendix No. 2 hereto


2.1    The seller shall deliver the goods under deliveries conditions CIF destination in accordance with INCOTERMS-2000.
2.2    Loading port: shall be defined in the deliveries Schedule in Appendix 3, or as designated by the Seller.
2.3    Country of Export: As per Delivery Schedule Appendix 3, or as designated by Seller and Country of Import to be designated by the Buyer.
2.4    The named ports of destination: for thirty (30) days prior to the beginning of shipment of each vessel, the Buyer will inform the Seller about port (ports) destination, if different, these being any known major Country Port. If there is a change in destination, this must be done prior to scheduling of the vessel. A second alternative port must be specified for delivery in the event there are problems in getting a ship berth for unloading at the preferred delivery port.

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China Lawyer BLog AuthorPeter Zhu, an experienced China attorney licensed to practice law for more than ten years, the author of this China Lawyer blog, welcomes any enquiry or consultation related to Chinese law.