2024年4月23日发(作者：)

AGREEMENT OF EXCLUSIVE SELLING AGENT

Manufacturer: 创造商：

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，商议一致的原则，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:

创造商允许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。代理人向创造商转送接

收到的询价和定单。代理人无权代表创造商签订任何具有约束力的合约。代理人应把

创造商规定的技术参数和商业条款对用户解释。采取措施配合创造商获得定单。

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”，不得以创造商授权自居

去从事给创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”。创造商有权保留收到的定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.

未经创造商书面授权，代理商不得做出对产品的承诺、担保或者保证、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.

除非创造商提供或者批准，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，还应该告知创造商进口税率、优惠条

件以及合用于中国的加工方法的法律法规、商品标记等，一旦意识到创造商的产品触

犯了中国的法律法规，代理商应及时告知创造商。

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，创造商允许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商议确定。

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