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Sample translations submitted: 2
English to Chinese: AGENT AGREEMENT General field: Law/Patents
Source text - English
AGENT AGREEMENT
(hereinafter referred to as “the Agreement” or “this Agreement”)
between
Zhuhai HARTING Ltd.
Shanghai Branch
Street
Place
Country
and
Address
the Agent
Street
Place
Country
Content
§ 1 Preamble 3
§ 2 Object of the Agreement and legal status of the Parties 3
§ 3 The Territory 错误！未定义书签。
§ 4 Duties of the Agent 4
§ 5 Duties of HARTING 4
§ 6 Conditions for the individual transactions between the Parties 4
§ 7 Obligation of the Agent to provide information 5
§ 8 Expected sales figures 5
§ 9 Prohibition of competition 5
§ 10 Confidentiality 6
§ 11 Liquidated Damages 6
§ 12 Trial Period 错误！未定义书签。
§ 13 Duration and Termination of the Agreement 6
§ 14 Termination without notice for a good reason 7
§ 15 Notice of termination 7
§ 16 Option in the event of termination of the Agreement 7
§ 17 Special features of the Agent‘s long-term supply contracts 8
§ 18 Other provisions 8
§ 19 Applicable law 9
§ 20 Jurisdiction 9
§ 21 Exclusion of Business 9
§ 22 Export Control and Anti Terrorism Measurements 10
Annexes 10
Zhuhai HARTING Ltd. Shanghai Branch, 5403 Hong Kong New World Tower, 300 Huai Hai Road (M.), PRC-SHANGHAI 200021, represented by(please insert respectively), (hereinafter called „HARTING“)
and
(insert Name and Address of Agent)
, represented by ,
(hereinafter called „the Agent“)
(HARTING and the Agent are collectively referred to as the "Parties")
§ 1 Preamble
Whereas, Agent is involved in the manufacture and marketing of certain connectivity and net-works products;
Whereas, Agent wishes to purchase HARTING products for resell to customers involved in the project (please insert specific project) (hereinafter referred to as “Project”).
§ 2 Object of the Agreement and legal status of the Parties
1) HARTING commissions the Agent for the duration of this Agreement and to distribute HARTING products, hereinafter called „the Products“ for the use of the Products in connection with the Project only. The Agent shall buy the Products from HARTING in his own name and on his own account, and he then shall sell them to third parties for the purpose mentioned above in his own name and on his own account.
2) Nothing in this Agreement shall constitute the right of the Agent to represent HARTING in any way whatsoever. The Agent shall have no authority whatsoever to enter into any obliga-tions on behalf of HARTING.
3) The Agent shall not be entitled to engage subcontractors or any third party as his sub-Agent without having obtained HARTINGs prior written approval to do so. HARTING will only give its ap-proval where its own investigations have proved that such third party possess the required exper-tise to provide the necessary customer advice regarding the Products.
4) The Agreement is non-exclusive.
5) Each of the Parties to this Agreement represents and warrants:
a) that it is an independent legal entity with the status of a legal person duly established under the laws of its jurisdiction;
b) that the representative(s) signing this Agreement is (are) its legal representative(s) or another person authorised by a valid power-of-attorney;
c) that it has all powers, authority and approvals required to execute this Agreement and will have all powers, authority and approval to perform each and every one of its obligations hereunder;
d) that neither the signature of this Agreement, nor the performance of such Party’s obligations hereunder will conflict with, or result in a breach of any provision of the articles of association, or business license or any contractual obligation of that Party;
e) that no lawsuit, arbitration or legal, administrative or other proceeding or governmental investi-gation is pending or threatened against the Agent with respect to the subject matter of this Agreement or that would affect in any way Agent’s ability to enter into or perform this Agree-ment.
6) In case that the Agent lacks or loses the right to engage in foreign trade, individual purchase orders shall be placed and performed through an authorized Foreign Trade Company selected by the Agent upon prior written approval of HARTING.
§ 3 Duties of the Agent
1) The Agent will comply with all applicable laws and regulations particularly but without limitation laws and regulations concerning safety, data protection, environmental protection and anti – ter-rorism security.
2) The Agent shall be obliged up to a commercial reasonable extend to take part in and to exhibit the Products at relevant industry fairs within the Territory and to host in-house exhibitions. The Parties shall agree on details in the Agent Business Plan a sample of which is attached hereto as Annex 5.
3) HARTING shall be entitled to check the books of the Agent in order to supervise the proper performance of the Agent’s obligations under this Agreement.
§ 4 Duties of HARTING
1) HARTING undertakes to provide technical support concerning the Products and to consider the market trends and results reported by the Agent within the Territory.
§ 5 Conditions for the individual transactions between the Parties
1) HARTING’s Purchase Price List as laid down in Annex 1 will apply to individual transactions with the Agent. HARTING may revise this “Distribution Purchase Price List” on regular basis. The purchase prices in respect of transactions for its own account shall be payable in EURO/RMB and are to be considered as net prices excluding VAT or any other tax or duties.
2) HARTING reserves the right to reject or amend individual orders placed by the Agent if they are not compatible with HARTING’s general policy of delivery.
2) The current version of HARTING’s Standard Terms and Conditions of Sale & Delivery as laid down in Annex 2 shall apply and shall form an integral part of this Agreement also. This particu-larly also relates to the warranty (defects as to quality), other claims for damages and retention of title arrangements. The Agent confirms that he has taken notice of the Standard Terms and Con-ditions of Sale & Delivery and that HARTING has offered to explain these Conditions and any eventual limitations of liability contained therein to the Agent at his request.
3) Payments shall be made in RMB, xy () days net / xy% discount, counting from the issuing of the invoice (date of invoice) by HARTING. In case Agent fails to comply with its payments duties as described before HARTING shall be entitled to claim interest of XY % p.a.
4) Products shipped to the Agent shall be delivered EXW, incl. packaging in accordance with “Incoterms 2000”. (subject to local agreements).
5) The Agent shall check all deliveries made by HARTING and raise any quality complaints in written form and without undue delay, and in all cases before any resale to the customer is per-formed. Raising warranty claims or other claims shall have no effect on payment obligations and payment deadlines. If Agent does not comply with the payment obligations or does not pay in time, HARTING’s contractual obligations shall be suspended until the fulfilment of the payment obliga-tions.
6) The Agent shall HARTING immediately about any complaints concerning the Products and conducts the necessary investigations as required by HARTING. In the event that a claim should be made by a third party (such as customers) against HARTING for damages or in any other respect in connection with the distribution and the use of the Products, the Agent indemnifies HARTING against any claims by third parties provided and to the extent that the claims have been caused by circumstances for which Agent is responsible.
7) The Agent shall not be entitled to give unauthorised or unusual warranties to customers or to acknowledge warranty claims for defective Products without the prior written consent of HARTING.
§ 6 Obligation of the Agent to provide information
1) The Agent shall be obliged to provide HARTING with information concerning the market situa-tion, economic trends in the Territory, point of sales (POS) information as described in Annex 3 and the activities of the competitors on a monthly basis.
§ 7 Expected sales figures
The Parties will stipulate certain expected sales figures, which shall be laid down as follows:
1) The Parties shall mutually agree once a year in (insert Month) in writing, on a Agent Busi-ness Plan for the first time for the HARTING business year (insert business year), starting on the 1st October, YYYY. A sample of the Agent Business Plan is attached hereto in Annex 5.
2) A quarterly report (hereinafter referred to as “Quarterly Report”) shall be sent to HARTING every year middle of March and September. A sample of the Quarterly Report is attached hereto in Annex 4.
§ 8 Prohibition of competition
The Agent undertakes not to distribute goods competitive with the Products and, neither within nor outside the Territory, to trade directly or indirectly with competing goods within this period of time. Furthermore the Agent undertakes that except with prior written approval of HARTING the Agent shall not take up any activity for or on behalf of a competitor of HARTING or acquire, di-rectly or indirectly, any participation in such competitor.
§ 9 Confidentiality
1) The Parties shall keep in confidence and shall not disclose to any third party with the excep-tion of HARTING affiliated companies information which is received in connection with this Agreement and which is of a technical, financial or business nature, information on customers or any details of the businesses of the Parties (the “Confidential Information”). In addition to the foregoing, no Party shall be entitled to use the Information for purposes other than those ex-pressly set forth in this Agreement.
2) §9, section 1) shall not apply to any Confidential Information which:
a) is lawfully and demonstrably known to the receiving Party prior to the time of disclosure; or
b) is in the public domain, or subsequently comes into the public domain, through no fault of the receiving Party; or
c) is received lawfully from a third Party, who has not obtained such Confidential Information directly or indirectly from the disclosing Party under this obligation to keep it confidential; or
d) is developed by the receiving Party wholly independently, as a result of its own efforts, and without knowledge or benefit of the Confidential Information; or
e) is required to be disclosed by applicable law or governmental regulation or by any competent body or authority, provided that the receiving Party shall notify the disclosing Party of the in-formation to be disclosed (and of the circumstances in which the disclosure is alleged to be required) as early as reasonably possible before such disclosure must be made and shall take all reasonable action to avoid and limit such disclosure.
3) The Parties shall ensure that all of their employees or other persons having access to the Confidential Information will be under the same confidentiality obligation set forth in this § 9.
4) The confidentiality obligations contained in this § 9 shall not apply to affiliated companies of the receiving Party, given that these companies submit themselves to the confidential obliga-tions of this § 9 to the same extent.
5) The Agent shall indemnify and keep indemnified HARTING or any affiliated company of HARTING as well as their directors, employees and agents against all claims, actions, losses, damages, costs and expenses which may be brought against or incurred or suffered by the disclosing party in connection with the Confidential Information if the same are directly or indi-rectly attributable to the omission, neglect or fault of the Agent;
§ 10 Liquidated Damages
It is specifically agreed that the Agent, if responsible for breach of this Agreement, will compen-sate HARTING for every such case of breach, with an amount of RMB 1,000,000.00 (one million RMB) as liquidated damage, which amount shall, in each and any case, be regarded as a mini-mum compensation and shall not effect HARTING’s right for compensation of its further losses.
§ 11 Duration and Termination of the Agreement
This Agreement shall become effective at the date of its signing by both Parties and shall be valid until (please fill in suitable date) unless terminated as hereinafter described.
§ 12 Termination without notice for a good reason
1) HARTING may immediately terminate their adherence to this Agreement by giving written no-tice to the other Party if:
a) the Agent has committed a fundamental breach of the Agreement and has not taken ac-tions to remedy the breach within reasonable time of receipt of such demand and/or
b) the Agent has filed for insolvency proceedings or entered into compulsory or voluntary liquidation or has otherwise stopped its payments.
(2) HARTING shall also be entitled to terminate this Agreement immediately by written notice if ownership or control of the Agent changes.
(3) In case HARTING is entitled to terminate the Agreement in accordance with this § 11 HARTING shall also be entitled to termination with the option of altered.
§ 13 Notice of termination
1) A termination of this Agreement shall only be valid if it is received by the other Party through registered mail.
2) The addresses for the delivery of mail shall be:
a) for HARTING: Zhuhai HARTING Ltd. Shanghai Branch, 5403 Hong Kong New World Tower, 300 Huai Hai Road (M.), PRC-SHANGHAI 200021
b) for the Agent: Street, Place, Country
§ 14 Option in the event of termination of the Agreement
1) If the Agreement is terminated or expires, the Agent shall no longer be entitled to sell or distrib-ute the Products neither within nor outside the Territory. In such a case HARTING shall be enti-tled but not obligated to buy back all or part of the Products from the Agent‘s store, paying an adequate price but limited to the original net purchase price. HARTING is entitled to pay less than the original net purchase price, e.g. in case the Products
- were delivered more than twelve (12) months before termination becomes effective,
- the Products are defective due to Agents negligence e.g. improper storage.
2) If termination or expiration of the Agreement becomes effective the Agent shall provide infor-mation about the stocks in storage so that HARTING can make a decision about whether to ex-ercise its option.
3) Return freight charges shall be borne by HARTING inasmuch as the buy-back option is exer-cised on all or part of the stocks.
4) The buy back option as described in this §14 shall not apply where the Agreement is termi-nated for a good reason because of fundamental breach of the Agreement by HARTING.
5) Upon termination or expiration of the Agreement, the Agent shall cease to place any adver-tisements or business information (including his homepage) which include a reference to the business relationship with HARTING.
§ 15 Special features of the Agent‘s long-term supply contracts
Inasmuch as the Agent has concluded long-term supply contracts for the Products with third par-ties, the following special conditions shall apply in the event of termination or expiration of the Agreement:
1) HARTING shall be entitled to take over these supply commitments, provided that the third party gives its consent to do so.
2) Inasmuch as HARTING fails to decide to enter into the long-term supply contracts despite writ-ten request by the Agent, the Agent is, despite termination of the Agreement, entitled to continue receiving the Products in order to be able to meet the supply obligations towards the customers.
3) In case of § 15 paragraph 2) further delivery of Products shall still be subject to the contractual conditions of this Agreement. This provision shall not apply where the Agent has terminated the Agreement, where the Parties have animously agreed on the termination of the Agreement or where the Agent has given cause for HARTING’s termination under § 14.
§ 16 Other provisions
1) Regardless of the reason for which this Agreement ends the Agent shall not be entitled to any compensation. Furthermore the Agent shall not be entitled to any other claim in lieu of the loss of the customer base, of any investment, if any, or on any other basis.
2) This Agreement shall consist of the following Documents prevailing in the order listed below
a) This Agreement
b) The current version of the HARTING Terms and Conditions of Sale and Delivery
c) The Order confirmation by HARTING
d) The Order by the Agent
3) If any provision contained in this Agreement is or becomes invalid, this shall not affect the va-lidity of the remaining provisions. The Parties shall replace any invalid provisions by valid provi-sions that reflect the commercial intent of the invalid provisions. The same shall apply should this Agreement be incomplete.
4) Amendments and additions to this Agreement shall always be made in writing, including any amendment to the requirement of the written form.
5) Already existing agreements between the Parties or between an affiliated company of HARTING and the Agent regarding the same content of the Agreement shall be invalid by signing of this Agreement by both Parties.
6) The provisions of this Agreement or any contracts concluded hereunder as well as the con-tract fulfilment of this Agreement or any contracts concluded hereunder applies always under the condition, that there is no hindrance due to national or international statutory provisions, particu-larly but not limited to export control regulations.
(7) In fulfilling its obligations under this Agreement, each Party shall be acting as an independent contractor. This Agreement does not make either Party the employee, agent, or legal representa-tive of the other. Nothing herein shall be deemed to establish a partnership, joint venture, asso-ciation or employment relationship between the Parties.
(8) This Agreement is executed in an English and a Chinese version. The Parties agree that the English version shall constitute the sole basis of assessment for the understanding of this Agreement. The Chinese version is for a better understanding and information only.
(9) The Agent can only assign its rights or individual claims against HARTING under this Agree-ment with HARTING’s explicit prior consent in writing.
§ 17 Applicable law
This Agreement, performance thereof, any and all agreements concluded pursuant to this Agreement and any and all deliveries effected pursuant to such agreements shall be governed by the laws of the People’s Republic of China. The Agreement shall be interpreted in accordance with the laws of the People’s Republic of China. The United Nations Convention on International Sale of Goods (CISG) shall not apply.
§ 18 Jurisdiction
1) In case of disputes in connection with this Agreement or its validity and the contracts ac-cording to this Agreement and their validity, the Parties agree to undertake the utmost efforts to reach an amicable agreement.
2) All disputes, controversies and questions directly or indirectly arising out of or in connection with this Contract or its subject matter (“Disputes”), shall be resolved finally and conclusively in accordance with this § 18, which shall be the sole and exclusive procedure for the resolution of any Dispute.
3) The Parties shall attempt in good faith to resolve any Dispute promptly by negotiation. If the matter has not been resolved within sixty (60) days after a Party’s written request for negotiation, either Party may initiate arbitration as provided herein. Any Dispute, which has not been resolved as provided above, shall, at the request of either Party, be finally settled by arbitration under three arbitrators of the China International Economic & Trade Arbitration Commission South China Sub-Commission in accordance with its arbitration rules in effect on the date that such notice is given. Two arbitrators shall be selected by the respective Parties, one arbitrator by each Party. The presiding arbitrator shall be selected by the Chairman of the China International Economic and Trade Arbitration Commission (CIETAC) from the panel list of foreign arbitrators and shall not be a national of the country of domicile of either of the Parties. The venue of arbitration shall be Shanghai, China. The language of arbitration shall be English. Any arbitration award shall be final and binding on the Parties and judgment may be entered thereon upon the application of either Party by any court having jurisdiction. Each Party shall bear the costs of preparing and presenting its case and share the cost of arbitration, including the fees and expenses of the arbi-trator, or as the award otherwise provides.
§ 19 Exclusion of Business
It is expressly agreed that it is prohibited to the Agent as well as to HARTING or any third party to sell the Products for usage for military, nuclear, aviation and/or aero-space purposes. Further-more the Agent shall not be entitled to sell directly or indirectly the Products to a customer of which the Agent knows that it will or intends to use the Products for the above mentioned pur-poses.
§ 20 Export Control and Anti Terrorism Measurements
The Agent shall notify HARTING of any import or export control restrictions that may apply to the Products in the Territory. The Agent further agrees to provide HARTING in writing, upon request, with all information necessary to accurately classify the Products under any applicable import or export regulations, including but not limited to the US Bureau of Export Administration regulations.
§ 21 Social Responsibility and Compliance
HARTING is committed to behaviour and ethics conditions (“Code of Conduct”) in accordance with the suggestions of the German central association “Zentralverbandes Elektrotechnik- und Elektronikindustrie e.V”, attached in Annex 3.
The Supplier is obliged in equal measure to comply with the Code of Conduct and shall provide that all employees, agents, consultants sub-suppliers or other third parties, who are involved in the performance or execution of this Agreement or part of the supply chain, comply with the Code of Conduct.
Content
§ 1 Preamble 3
§ 2 Object of the Agreement and legal status of the Parties 3
§ 3 The Territory 错误！未定义书签。
§ 4 Duties of the Agent 4
§ 5 Duties of HARTING 4
§ 6 Conditions for the individual transactions between the Parties 4
§ 7 Obligation of the Agent to provide information 5
§ 8 Expected sales figures 5
§ 9 Prohibition of competition 5
§ 10 Confidentiality 6
§ 11 Liquidated Damages 6
§ 12 Trial Period 错误！未定义书签。
§ 13 Duration and Termination of the Agreement 6
§ 14 Termination without notice for a good reason 7
§ 15 Notice of termination 7
§ 16 Option in the event of termination of the Agreement 7
§ 17 Special features of the Agent‘s long-term supply contracts 8
§ 18 Other provisions 8
§ 19 Applicable law 9
§ 20 Jurisdiction 9
§ 21 Exclusion of Business 9
§ 22 Export Control and Anti Terrorism Measurements 10
Annexes 10
Zhuhai HARTING Ltd. Shanghai Branch, 5403 Hong Kong New World Tower, 300 Huai Hai Road (M.), PRC-SHANGHAI 200021, represented by(please insert respectively), (hereinafter called „HARTING“)
and
(insert Name and Address of Agent)
, represented by ,
(hereinafter called „the Agent“)
(HARTING and the Agent are collectively referred to as the "Parties")
珠海哈丁有限公司上海分公司， 5403香港新世界大厦，300淮海路（M） ，中共上海200021的代表为（请分别插入） ， （以下简称“哈丁” ）
和
（插入代理人的名称和地址）
的代表为，
（以下称为“代理” ）
（哈丁和代理统称为“当事人” ）
§ 1 Preamble 序言
Whereas, Agent is involved in the manufacture and marketing of certain connectivity and net-works products;
代理参与某些连接和网络产品的制造和销售;
Whereas, Agent wishes to purchase HARTING products for resell to customers involved in the project (please insert specific project) (hereinafter referred to as “Project”).
代理希望购买哈丁产品，转售给参与本项目的客户（请填写具体的项目） （以下简称“项目” ） 。
§ 2 Object of the Agreement and legal status of the Parties
1) HARTING commissions the Agent for the duration of this Agreement and to distribute HARTING products, hereinafter called „the Products“ for the use of the Products in connection with the Project only. The Agent shall buy the Products from HARTING in his own name and on his own account, and he then shall sell them to third parties for the purpose mentioned above in his own name and on his own account.
1 ）哈丁委托代理人，在本协议有效期内分配哈丁产品，以下简称“产品”，产品的使用仅与本项目有关。该代理人须以他自己的名义和帐户，从哈丁公司购买产品，然后以他自己的名义和帐户用于上述目的再出售给第三方。
2) Nothing in this Agreement shall constitute the right of the Agent to represent HARTING in any way whatsoever. The Agent shall have no authority whatsoever to enter into any obliga-tions on behalf of HARTING.
2 ）本协议中的任何条款都不能给予代理人代表哈丁公司的权利。任何代理也都没有权力履行哈丁公司的义务。
3) The Agent shall not be entitled to engage subcontractors or any third party as his sub-Agent without having obtained HARTINGs prior written approval to do so. HARTING will only give its ap-proval where its own investigations have proved that such third party possess the required exper-tise to provide the necessary customer advice regarding the Products.
3 ）未经哈丁公司的书面批准，代理无权进行分包或聘用任何第三方为其分代理。哈丁公司只有经过他自己的调查，已经证明这些第三方具备某些必要的专业技能和知识，才会给予批准，以提供有关产品的必要的客户咨询。
4) The Agreement is non-exclusive.
4 ）该协议具有非排他性。
5) Each of the Parties to this Agreement represents and warrants:
5 ）本协议的任何一方当事人代表及担保：
a) that it is an independent legal entity with the status of a legal person duly established under the laws of its jurisdiction;
1 ）是一个独立的法律实体，法人的社会地位在法律管辖范围内建立;
b) that the representative(s) signing this Agreement is (are) its legal representative(s) or another person authorised by a valid power-of-attorney;
2）签署本协定的代表是其法定代表人或检察长授权的其他人员;
c) that it has all powers, authority and approvals required to execute this Agreement and will have all powers, authority and approval to perform each and every one of its obligations hereunder;
3） 具有执行本协议必须的一切权力，权威，以及审批权利，并且将行使以下各条各项义务的所有权力，权威和批准权利;
d) that neither the signature of this Agreement, nor the performance of such Party’s obligations hereunder will conflict with, or result in a breach of any provision of the articles of association, or business license or any contractual obligation of that Party;
4）未签署本协议，也不履行下述规定的当事人的义务，将会发生冲突，或致使某些当事人违反公司章程规定，或营业执照或不履行合同义务;
e) that no lawsuit, arbitration or legal, administrative or other proceeding or governmental investi-gation is pending or threatened against the Agent with respect to the subject matter of this Agreement or that would affect in any way Agent’s ability to enter into or perform this Agree-ment.
5）任何诉讼，仲裁或法律，行政或其他法律程序或政府的调查都不能进行，或因有关事项对与本协议代理进行威胁，或以任何方式影响代理的能力，阻止代理履行本协议。
6) In case that the Agent lacks or loses the right to engage in foreign trade, individual purchase orders shall be placed and performed through an authorized Foreign Trade Company selected by the Agent upon prior written approval of HARTING.
6 ）在代理缺乏或失去从事外贸权利的情况下，代理应事先获得哈丁公司的书面批准，然后选择授权的外贸公司，通过外贸公司发放和执行个别订单。
§ 3 Duties of the Agent代理的职责
1) The Agent will comply with all applicable laws and regulations particularly but without limitation laws and regulations concerning safety, data protection, environmental protection and anti – ter-rorism security.
1 ）代理应遵守所有适用的法律和法规，特别是但不限于法律和法规中有关安全，数据保护，环境保护和反-恐怖主义安全的规定。
2) The Agent shall be obliged up to a commercial reasonable extend to take part in and to exhibit the Products at relevant industry fairs within the Territory and to host in-house exhibitions. The Parties shall agree on details in the Agent Business Plan a sample of which is attached hereto as Annex 5.
2 ）代理有义务将合理扩大商业贸易，在本领域内相关的行业博览会上展示产品，并主持内部展览。各方当事人应商定详细的代理业务计划，样本见附件5 。
3) HARTING shall be entitled to check the books of the Agent in order to supervise the proper performance of the Agent’s obligations under this Agreement.
3 ）哈丁有权检查代理的书籍，以便监督代理人是否妥善履行本协议规定的义务。
§ 4 Duties of HARTING哈丁的职责
1) HARTING undertakes to provide technical support concerning the Products and to consider the market trends and results reported by the Agent within the Territory.
1 ）哈丁承诺提供有关该产品的技术支持，并考虑本区域代理提交的市场趋势和结果报告。
§ 5 Conditions for the individual transactions between the Parties当事人之间个人交易的条件
1) HARTING’s Purchase Price List as laid down in Annex 1 will apply to individual transactions with the Agent. HARTING may revise this “Distribution Purchase Price List” on regular basis. The purchase prices in respect of transactions for its own account shall be payable in EURO/RMB and are to be considered as net prices excluding VAT or any other tax or duties.
2) HARTING reserves the right to reject or amend individual orders placed by the Agent if they are not compatible with HARTING’s general policy of delivery.
1 ）附件1中规定的哈丁采购价格表将适用于代理人之间的个别交易。哈丁可以定期修改本“分配采购价格表”。使用自己的帐户进行交易，须缴付欧元/人民币，并应被视为净价格，即不包括增值税或任何其他税收或关税。
2 ）哈丁有权拒绝或修改代理发放的个人订单，如果他们不符合哈丁的正常交付政策。
2) The current version of HARTING’s Standard Terms and Conditions of Sale & Delivery as laid down in Annex 2 shall apply and shall form an integral part of this Agreement also. This particu-larly also relates to the warranty (defects as to quality), other claims for damages and retention of title arrangements. The Agent confirms that he has taken notice of the Standard Terms and Con-ditions of Sale & Delivery and that HARTING has offered to explain these Conditions and any eventual limitations of liability contained therein to the Agent at his request.
2 ）附件2中规定的哈丁的标准条款，以及销售和送货条件的当前版本，可以使用并且是本协议的一个不可分割的组成部分。特别是涉及到保修（缺陷和质量问题） ，以及其他损失索赔，和权利分配事宜的内容。代理确认，他已经获悉标准条款及销售和送货细则，并且哈丁已经解释了这些条件，甚至按照代理要求提供了这些条件包含的责任限制。
3) Payments shall be made in RMB, xy () days net / xy% discount, counting from the issuing of the invoice (date of invoice) by HARTING. In case Agent fails to comply with its payments duties as described before HARTING shall be entitled to claim interest of XY % p.a.
3 ）应支付人民币，（ ）天净/％的折扣，从哈丁签发的发票（发票日期的）之日开始计算。如果代理不遵从其付款义务，如前面所述，哈丁有权要求代理支付 ％的年利率。
4) Products shipped to the Agent shall be delivered EXW, incl. packaging in accordance with “Incoterms 2000”. (subject to local agreements).
4 ）运往代理的产品须交付EXW，包括按照“ 2000年贸易术语通则”进行的包装 。 （服从当地规定） 。
5) The Agent shall check all deliveries made by HARTING and raise any quality complaints in written form and without undue delay, and in all cases before any resale to the customer is per-formed. Raising warranty claims or other claims shall have no effect on payment obligations and payment deadlines. If Agent does not comply with the payment obligations or does not pay in time, HARTING’s contractual obligations shall be suspended until the fulfilment of the payment obliga-tions.
5 ）代理人须检查哈丁提供的所有交货，并以书面形式在规定的时间内，提出任何质量投诉，并且任何情况下，允许转售给客户。提高保修索赔或其他要求，对付款义务和付款期限不应有任何影响。如果代理不履行付款义务或不及时支付，哈丁将中止履行合同义务，直到代理完全支付付款为止。
6) The Agent shall HARTING immediately about any complaints concerning the Products and conducts the necessary investigations as required by HARTING. In the event that a claim should be made by a third party (such as customers) against HARTING for damages or in any other respect in connection with the distribution and the use of the Products, the Agent indemnifies HARTING against any claims by third parties provided and to the extent that the claims have been caused by circumstances for which Agent is responsible.
6 ）代理人应将对产品的所有投诉，向哈丁提出，并按照哈丁要求进行必要的调查。如果第三方（如顾客）向哈丁要求的索赔，与损害或其他与产品的分配和使用相关，以及在代理负责的情况下引起的索赔事宜，代理要求哈丁按照任何第三方提供的索赔条件赔偿。
7) The Agent shall not be entitled to give unauthorised or unusual warranties to customers or to acknowledge warranty claims for defective Products without the prior written consent of HARTING.
7 ）代理无权给予客户未经批准或不寻常的保证，或未经哈丁公司的书面允许，承认保修有质量缺陷的产品。
§ 6 Obligation of the Agent to provide information代理提供信息资料的义务
1) The Agent shall be obliged to provide HARTING with information concerning the market situa-tion, economic trends in the Territory, point of sales (POS) information as described in Annex 3 and the activities of the competitors on a monthly basis.
1 ）代理有义务向哈丁公司提供本区域内的市场动态，经济发展趋势，销售点（ POS机）等的情况，如附件3，并且按月提供竞争对手的活动报告。
§ 7 Expected sales figures 预期销售额
The Parties will stipulate certain expected sales figures, which shall be laid down as follows:
双方将规定预期的销售金额，规定如下：
1) The Parties shall mutually agree once a year in (insert Month) in writing, on a Agent Busi-ness Plan for the first time for the HARTING business year (insert business year), starting on the 1st October, YYYY. A sample of the Agent Business Plan is attached hereto in Annex 5.
1 ）协议双方每年以书面形式协商一次，（插入月份），代理业务计划首次与哈丁业务签订的年度（插入业务年度），自YYYY年10月1日起。代理业务计划样本见附件5 。
2) A quarterly report (hereinafter referred to as “Quarterly Report”) shall be sent to HARTING every year middle of March and September. A sample of the Quarterly Report is attached hereto in Annex 4.
2 ）季度报告（以下简称“季报” ） ，须于每年3月中旬和9月中旬发送给哈丁公司。季度报告样本，见附件4 。
§ 8 Prohibition of competition竞争禁忌
The Agent undertakes not to distribute goods competitive with the Products and, neither within nor outside the Territory, to trade directly or indirectly with competing goods within this period of time. Furthermore the Agent undertakes that except with prior written approval of HARTING the Agent shall not take up any activity for or on behalf of a competitor of HARTING or acquire, di-rectly or indirectly, any participation in such competitor.
代理承诺不分发与本产品有竞争力的货物，在本协议有效期内，不论是在本管辖区域内或是区域外，不得直接或间接从事竞争产品的贸易活动。此外，代理承诺，除非事先经过哈丁的书面批准，否则代理人不得采取任何活动，或代表哈丁公司的竞争对手的利益或直接或间接参与这些竞争对手进行的收购活动。
§ 9 Confidentiality保密性
1) The Parties shall keep in confidence and shall not disclose to any third party with the excep-tion of HARTING affiliated companies information which is received in connection with this Agreement and which is of a technical, financial or business nature, information on customers or any details of the businesses of the Parties (the “Confidential Information”). In addition to the foregoing, no Party shall be entitled to use the Information for purposes other than those ex-pressly set forth in this Agreement.
1 ）协议双方应严格保密，除了收到的与本协议有关联的哈丁公司的联营企业信息以外，不得将客户的信息资料，技术信息，财政资料，或双方交易详情等泄露给第三方，（以下简称“机密信息” ） 。除上述规定之外，任何一方无权将这些信息资料，用于本协议规定以外的其他目的。
2) §9, section 1) shall not apply to any Confidential Information which:
2 ）第9条，第1款） ，不得用于下面机密资料：
a) is lawfully and demonstrably known to the receiving Party prior to the time of disclosure; or
1 ）合法的，并且可以证明，在泄露之前接收方已经知道的资料;或
b) is in the public domain, or subsequently comes into the public domain, through no fault of the receiving Party; or
2 ）是在公共领域，或在其后进入公共领域的信息资料，并且不是通过接收方采取欺诈手段;或
c) is received lawfully from a third Party, who has not obtained such Confidential Information directly or indirectly from the disclosing Party under this obligation to keep it confidential; or
3 ）在第三方尚没有直接或间接地从泄密方得到这些机密信息，并对这些信息进行保密之前，合法地从该第三方获得的信息资料;或
d) is developed by the receiving Party wholly independently, as a result of its own efforts, and without knowledge or benefit of the Confidential Information; or
4 ）完全独立的接收方通过自身的努力，由于不了解机密资料的知识或益处，制定的信息资料涉密;或
e) is required to be disclosed by applicable law or governmental regulation or by any competent body or authority, provided that the receiving Party shall notify the disclosing Party of the in-formation to be disclosed (and of the circumstances in which the disclosure is alleged to be required) as early as reasonably possible before such disclosure must be made and shall take all reasonable action to avoid and limit such disclosure.
5 ）按照法律或政府法规，或其他任何主管机构或主管当局要求发布的信息资料，如果接受方应在泄密活动完成之前，及早通知披露方泄露机密（并且声称必须披露信息的情况） ，并应采取一切合理的措施，以避免和限制这种泄密行为。
3) The Parties shall ensure that all of their employees or other persons having access to the Confidential Information will be under the same confidentiality obligation set forth in this § 9.
3 ）协议双方应确保能获得所需的机密信息的所有雇员或其他人，将履行本第9条规定的同样的保密义务。
4) The confidentiality obligations contained in this § 9 shall not apply to affiliated companies of the receiving Party, given that these companies submit themselves to the confidential obliga-tions of this § 9 to the same extent.
4 ）本第9条的规定的保密义务不适用于接收方的附属公司，因为这些公司保证，在相同的程度上，服从第9条规定的保密义务。
5) The Agent shall indemnify and keep indemnified HARTING or any affiliated company of HARTING as well as their directors, employees and agents against all claims, actions, losses, damages, costs and expenses which may be brought against or incurred or suffered by the disclosing party in connection with the Confidential Information if the same are directly or indi-rectly attributable to the omission, neglect or fault of the Agent;
5 ）代理须赔偿，并使哈丁或哈丁的任何附属公司，以及其董事，雇员及代理人免受因与机密信息有关的披露方而引起的所有索赔，诉讼，损失，损害，费用和开支，如果同样的案例直接或间接归于代理的遗漏，疏忽或过失;
§ 10 Liquidated Damages违约金
It is specifically agreed that the Agent, if responsible for breach of this Agreement, will compen-sate HARTING for every such case of breach, with an amount of RMB 1,000,000.00 (one million RMB) as liquidated damage, which amount shall, in each and any case, be regarded as a mini-mum compensation and shall not effect HARTING’s right for compensation of its further losses.
特别说明，如果违反本协议，代理将按照各种情况，赔偿哈丁数额为1,000,000元人民币（ 100万人民币）的违约金，该数额在每种情况下，以及任何情况下，都可以被视为最低补偿，不得影响哈丁要求赔偿其进一步损失的权利。
§ 11 Duration and Termination of the Agreement协议的有效期限和中止
This Agreement shall become effective at the date of its signing by both Parties and shall be valid until (please fill in suitable date) unless terminated as hereinafter described.
本协定自双方签署之日起生效，如果未因下述事项被中止，直至（请填写合适的日期）。
§ 12 Termination without notice for a good reason无正当理由中止协议
1) HARTING may immediately terminate their adherence to this Agreement by giving written no-tice to the other Party if:
1 ）哈丁可通过发布书面通知的形式，立即终止本协定，如果：
a) the Agent has committed a fundamental breach of the Agreement and has not taken ac-tions to remedy the breach within reasonable time of receipt of such demand and/or
b) the Agent has filed for insolvency proceedings or entered into compulsory or voluntary liquidation or has otherwise stopped its payments.
a ）该代理人已从根本上违背了协议，而且在收到要求后的合适时间内，也没有采取行动补救，和/或
b ）该代理人已申请破产程序或进入强制或自愿清算或以其他方式停止付款。
(2) HARTING shall also be entitled to terminate this Agreement immediately by written notice if ownership or control of the Agent changes.
（ 2 ）如果代理人的所有权或控制权发生变化，哈丁也有权以书面通知的形式，立即终止本协议。
(3) In case HARTING is entitled to terminate the Agreement in accordance with this § 11 HARTING shall also be entitled to termination with the option of altered.
（ 3 ）如果哈丁有权按照本第11条规定终止本协议，哈丁也应有权终止其选择的办法。
§ 13 Notice of termination中止通知书
1) A termination of this Agreement shall only be valid if it is received by the other Party through registered mail.
1 ）本协议的中止，只有在另一方收到挂号邮件时才能生效。
2) The addresses for the delivery of mail shall be:
2 ）投递电子邮件的地址应为：
a) for HARTING: Zhuhai HARTING Ltd. Shanghai Branch, 5403 Hong Kong New World Tower, 300 Huai Hai Road (M.), PRC-SHANGHAI 200021
a ）哈丁：珠海哈丁有限公司上海分公司， 5403香港新世界大厦，300淮海路（M） ，中共上海200021
b) for the Agent: Street, Place, Country
b ）代理：街道，城市，国家
§ 14 Option in the event of termination of the Agreement中止协议时可选的办法
1) If the Agreement is terminated or expires, the Agent shall no longer be entitled to sell or distrib-ute the Products neither within nor outside the Territory. In such a case HARTING shall be enti-tled but not obligated to buy back all or part of the Products from the Agent‘s store, paying an adequate price but limited to the original net purchase price. HARTING is entitled to pay less than the original net purchase price, e.g. in case the Products
- were delivered more than twelve (12) months before termination becomes effective,
- the Products are defective due to Agents negligence e.g. improper storage.
1 ）如果协议终止或到期，代理人将不再有权出售或分配产品，不管是在营业区以外或是营业区以内。在这种情况下，哈丁有权但不是必须以适当的价格，但是仅仅限于原来的净购买价格，从代理商店回购全部或部分产品。在产品处于下述情况时，哈丁有权支付少于原来的净购买价格的金额，如：
-协议中止生效之前，产品交付超过12 （ 12 ）个月，
-由于代理个人疏忽如妥善贮存，造成产品质量缺陷。
2) If termination or expiration of the Agreement becomes effective the Agent shall provide infor-mation about the stocks in storage so that HARTING can make a decision about whether to ex-ercise its option.
2 ）如终止或期满的协议生效，代理人须提供库存的资料，以便哈丁可以决定是否行使选择权。
3) Return freight charges shall be borne by HARTING inasmuch as the buy-back option is exer-cised on all or part of the stocks.
3 ）用于回购全部或部分库存的往返运费应由哈丁承担。
4) The buy back option as described in this §14 shall not apply where the Agreement is termi-nated for a good reason because of fundamental breach of the Agreement by HARTING.
4 ）由于哈丁公司的重大违约，致使本协议中止，第14条规定的产品回购可选办法不适用于这种情况。
5) Upon termination or expiration of the Agreement, the Agent shall cease to place any adver-tisements or business information (including his homepage) which include a reference to the business relationship with HARTING.
5 ）终止或到期的协议，代理应停止发放任何广告或商业信息（包括自己的网站） ，如果这些信息中包括或提及与哈丁的商业关系。
§ 15 Special features of the Agent‘s long-term supply contracts代理长期供应合同的特色
Inasmuch as the Agent has concluded long-term supply contracts for the Products with third par-ties, the following special conditions shall apply in the event of termination or expiration of the Agreement:
因为代理已结束与第三方长期供应本产品的合同，下列特殊情况将适用于被终止或到期的协议：
1) HARTING shall be entitled to take over these supply commitments, provided that the third party gives its consent to do so.
1 ）如果第三方同意，哈丁有权接管这些供应承诺。
2) Inasmuch as HARTING fails to decide to enter into the long-term supply contracts despite writ-ten request by the Agent, the Agent is, despite termination of the Agreement, entitled to continue receiving the Products in order to be able to meet the supply obligations towards the customers.
2 ）由于哈丁没有决定进入长期供应合同，尽管代理已经书面请求，尽管终止协议，代理将继续领取产品，以便能够完成向客户供货的义务。
3) In case of § 15 paragraph 2) further delivery of Products shall still be subject to the contractual conditions of this Agreement. This provision shall not apply where the Agent has terminated the Agreement, where the Parties have animously agreed on the termination of the Agreement or where the Agent has given cause for HARTING’s termination under § 14.
3 ）在§ 15第2款的情况下，进一步交货仍应遵守本协议的合同条件。这一规定不适用于代理终止协议的情况，如：双方当事人一致同意终止协议或代理已经按照第14条给出正当理由，哈丁公司已经中止协议。
§ 16 Other provisions其他规定
1) Regardless of the reason for which this Agreement ends the Agent shall not be entitled to any compensation. Furthermore the Agent shall not be entitled to any other claim in lieu of the loss of the customer base, of any investment, if any, or on any other basis.
1 ）无论什么原因，使得本协议中止，代理都不得享有任何赔偿。此外，代理人也无权使用其他任何依据，提出其他任何索赔要求，以代替丢失的客户群及其投资。
2) This Agreement shall consist of the following Documents prevailing in the order listed below
a) This Agreement
b) The current version of the HARTING Terms and Conditions of Sale and Delivery
c) The Order confirmation by HARTING
d) The Order by the Agent
2 ）本协议应由下面文件组成，他们的顺序依次如下：
a ）本协议
b ）哈丁公司销售和交付的条款及条件的目前版本
c ）哈丁的订单确认
d ）代理的订单确认
3) If any provision contained in this Agreement is or becomes invalid, this shall not affect the va-lidity of the remaining provisions. The Parties shall replace any invalid provisions by valid provi-sions that reflect the commercial intent of the invalid provisions. The same shall apply should this Agreement be incomplete.
3 ）如果本协议中的任何一条款无效或失去效力，不影响其他条款的有效性。双方应使用能够表达该无效规定的商业目的的有效规定，来取代该无效的规定。该规定同样适用于本协不完整时的补充。
4) Amendments and additions to this Agreement shall always be made in writing, including any amendment to the requirement of the written form.
4 ）本协议的修订和增补应采取书面形式，包括要求书面形式的任何修正案。
5) Already existing agreements between the Parties or between an affiliated company of HARTING and the Agent regarding the same content of the Agreement shall be invalid by signing of this Agreement by both Parties.
5 ）现有的各方之间的协议或哈丁附属公司与代理之间的协议，协议的同一内容应在双方签署本协议之后失效。
6) The provisions of this Agreement or any contracts concluded hereunder as well as the con-tract fulfilment of this Agreement or any contracts concluded hereunder applies always under the condition, that there is no hindrance due to national or international statutory provisions, particu-larly but not limited to export control regulations.
6 ）本协议，以及按照本协议签署的合同，以及合同履行协议的条款，或任何在此条件下签署的合同，服从国家或国际的法律规定，特别是但不局限于出口管制条例。
(7) In fulfilling its obligations under this Agreement, each Party shall be acting as an independent contractor. This Agreement does not make either Party the employee, agent, or legal representa-tive of the other. Nothing herein shall be deemed to establish a partnership, joint venture, asso-ciation or employment relationship between the Parties.
（ 7 ）在履行本协议规定的义务时，协议双方应为独立的承包商。本协定不能使任何一方成为另一方的雇员，代理人，或其他法人代表。本条应被视为建立一种伙伴关系，合资企业，或当事人之间的合作或雇佣关系。
(8) This Agreement is executed in an English and a Chinese version. The Parties agree that the English version shall constitute the sole basis of assessment for the understanding of this Agreement. The Chinese version is for a better understanding and information only.
（ 8 ）本协定的执行版本为英文和中文版。双方同意，应以英文版本为正确理解本协议的唯一的根本依据。中文版是为更好地了解和参考。
(9) The Agent can only assign its rights or individual claims against HARTING under this Agree-ment with HARTING’s explicit prior consent in writing.
（ 9 ）代理只能转让其权利或事先经过哈丁的书面同意，根据本协议规定，向哈丁要求索赔。
§ 17 Applicable law适用的法律
This Agreement, performance thereof, any and all agreements concluded pursuant to this Agreement and any and all deliveries effected pursuant to such agreements shall be governed by the laws of the People’s Republic of China. The Agreement shall be interpreted in accordance with the laws of the People’s Republic of China. The United Nations Convention on International Sale of Goods (CISG) shall not apply.
本协议，及其执行，以及依照本协议签署的所有协定，和受这些协定影响的所有交货，都将受中华人民共和国法律保护。应按照中华人民共和国的法律对本协议进行诠释。关于国际货物销售（销售公约）的联合国公约不适用于本协议。
§ 18 Jurisdiction司法权
1) In case of disputes in connection with this Agreement or its validity and the contracts ac-cording to this Agreement and their validity, the Parties agree to undertake the utmost efforts to reach an amicable agreement.
1 ）如果发生与本协议或其有效性，以及根据本协议签署的合同及它们的效力有关的争端，双方协商尽最大努力以达成友好共识。
2) All disputes, controversies and questions directly or indirectly arising out of or in connection with this Contract or its subject matter (“Disputes”), shall be resolved finally and conclusively in accordance with this § 18, which shall be the sole and exclusive procedure for the resolution of any Dispute.
2 ）由本合同或与本合同相关，或与其主旨有关的问题产生的一切争端，争议和问题（ “争议” ） ，最终都应根据本18款解决，这将是唯一的也是专用的解决争端的程序。
3) The Parties shall attempt in good faith to resolve any Dispute promptly by negotiation. If the matter has not been resolved within sixty (60) days after a Party’s written request for negotiation, either Party may initiate arbitration as provided herein. Any Dispute, which has not been resolved as provided above, shall, at the request of either Party, be finally settled by arbitration under three arbitrators of the China International Economic & Trade Arbitration Commission South China Sub-Commission in accordance with its arbitration rules in effect on the date that such notice is given. Two arbitrators shall be selected by the respective Parties, one arbitrator by each Party. The presiding arbitrator shall be selected by the Chairman of the China International Economic and Trade Arbitration Commission (CIETAC) from the panel list of foreign arbitrators and shall not be a national of the country of domicile of either of the Parties. The venue of arbitration shall be Shanghai, China. The language of arbitration shall be English. Any arbitration award shall be final and binding on the Parties and judgment may be entered thereon upon the application of either Party by any court having jurisdiction. Each Party shall bear the costs of preparing and presenting its case and share the cost of arbitration, including the fees and expenses of the arbi-trator, or as the award otherwise provides.
3 ）双方应真诚的努力通过谈判来迅速解决任何争端。如果一方书面请求协商谈判之后60天，或者任何一方按照本文规定提出仲裁后60天，问题还没有得到解决。上述未得到解决的任何争端，应在任何一方的请求下，通过仲裁部门最终解决，具体程序为，由中国国际经济贸易仲裁委员会南方中国小组委员会的3名仲裁员，按照其仲裁规则解决，自此通知发出之日起生效。双方选出两名仲裁员，一名仲裁员代表一方当事人。首席仲裁员由中国国际经济贸易仲裁委员会（ CIETAC ）主席，从外国仲裁员小组名单中选取，不得为本国公民，或者是当事人任何一方永久居住国家的公民。仲裁地点为中国上海。仲裁使用的语言为英文。任何仲裁裁决都应为最终判决，对双方当事人都具有约束力，且之后如果当事人一方申请，具有裁判权的法庭可立即进行判决。每一方应承担准备费用和陈述案情费用，并分担仲裁的费用，包括仲裁员的费用及开支，如果另有规定，还应包括奖金等。
§ 19 Exclusion of Business禁止的商业交易
It is expressly agreed that it is prohibited to the Agent as well as to HARTING or any third party to sell the Products for usage for military, nuclear, aviation and/or aero-space purposes. Further-more the Agent shall not be entitled to sell directly or indirectly the Products to a customer of which the Agent knows that it will or intends to use the Products for the above mentioned pur-poses.
双方明确约定，禁止代理以及哈丁或任何第三方出售该产品用于军事，核能，航空和/或空间的目的。此外，代理无权直接或间接将本产品销售给客户，其中代理知道客户会或打算将本产品用于上述目的。
§ 20 Export Control and Anti Terrorism Measurements出口管制和反恐怖注意措施
The Agent shall notify HARTING of any import or export control restrictions that may apply to the Products in the Territory. The Agent further agrees to provide HARTING in writing, upon request, with all information necessary to accurately classify the Products under any applicable import or export regulations, including but not limited to the US Bureau of Export Administration regulations.
任何可能适用于该领域内产品的进出口限制，代理应通知哈丁公司。代理进一步向哈丁公司提出书面请求，请求中包含所有必要的信息，以便准确地将产品，按照适用的进出口条例进行分类，包括但不仅限于美国出口管理局条例。
§ 21 Social Responsibility and Compliance社会责任和行为规范
HARTING is committed to behaviour and ethics conditions (“Code of Conduct”) in accordance with the suggestions of the German central association “Zentralverbandes Elektrotechnik- und Elektronikindustrie e.V”, attached in Annex 3.
The Supplier is obliged in equal measure to comply with the Code of Conduct and shall provide that all employees, agents, consultants sub-suppliers or other third parties, who are involved in the performance or execution of this Agreement or part of the supply chain, comply with the Code of Conduct.
哈丁公司承诺，其行为和道德规范（ “行为守则” ）按照德国中央协会“ Zentralverban-des Elektrotechnik- und Elektronikindustrie e.V”的建议编制，见附件3 。
供应商必须采取平等的措施，遵守行为守则，并规定，所有履行或执行本协议或部分供应链规定的雇员，代理人，顾问分包供应商或其他第三方单位，都应遵守行为守则。
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