独家代理协议探析.doc

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 othe