CimVeco

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Hongkong CIMVECO Machinery&Electronical Equipment Limited is specialized in manufacturing provides electric cars,electric bicycle and electric motorcycle bike.Established in 1995.Covering an area of 25800 square meters,construction area of 13000 square meters.Now it is equipped with more than 850 worker,more than 750 sets of equipments for production and inspection.

Agent agreement

Manufacturer desires to appoint Assemble / distributor, and Assembler / distributor desire to accept appointment, as Sole Agent of manufacturer’s products as set forth herein.
Now , therefore, in consideration of mutual agreements, promises set forth here in, the parties agree as follows :
Article 1 General Terms
1.1   The manufacturer hereby grants to the sole agent exclusive right, on the terms and conditions contained below, to purchase , assembly, promote and sell“Manufacturer’s products” [as defined below ] .
1.2   Since the appointment is exclusive appointment the manufacturer agree not to sell any of it's products to others or compete in the area set forth herein.
1.3   As used in this Agreement the term “Manufacturer’s Products” shall mean (electric cars) and its spare parts.
Article 2 Prices and Terms of Shipment
2.1 All sales of Manufacturer’s Products to the Sole Agent shall be made at such price and on such terms as an agreement made between the manufacturer and the sole agent.
2.2 All prices are FOB manufacturer’s port, and a price list for all the products & spare parts will be supplied by the Manufacturer to the Sole Agent separately annually to work according to it.
2.3 Manufacturer agree to properly pack all terms of shipment.
2.4 Risk of loss due to damage or destruction of the manufacturer’s products shall be borne by the sole Agent after delivery to the carrier for shipment.
2.5 The sole Agent will select the shipper.
2.6 The products will be shipped (including 1% of shipment value free of charge on spare parts) to cover after sales service and guarantee  period , the Sole Agent will choose the spare parts needed and will inform the Manufacturer about his demands regarding the quantity and kind of spare parts needed .
Article 3 Terms of Payment
3.1 The sole Agent shall effect payment through T/T.
Article 4 Promotions
4.1 The sole Agent shall promote & sale vigorously and effectively the manufacturer’s products through all channels of distribution.
   Prevailing in sole agent’s “primary marketing area”is South America and the Caribbean.     
4.2 The sole Agent shall use its best efforts to sell the manufacturer’s products to aggressive, reputable, and financially responsible dealers providing satisfactory consumer service throughout sole Agent’s primary marketing area.
4.3 The sole Agent is authorized to enter into written Agreement with its dealers relating product on its own name and behalf.
4.4 Manufacturer shall provide the sole Agent with merchandising assistance from time to time in the form of advertising programs, product and sales training and sales promotions.
4.5 The sole Agent Agrees to fully use such assistance in carrying out manufacturer’s product and sales promotion policies.
4.6 The manufacturer will cooperate with the sole Agent in providing for continuous and effective advertising and promotion of manufacturer’s products throughout distributor’s principal marketing area.
4.7 Nothing shall prevent the sole Agent from independently advertising and marketing the manufacturer’s product.
Article 5 Warrant Against Defects and Non Conformity
5.1 In the event that any of the manufacturer’s products are proved to have been defective at the time of sale to the sole Agent, the manufacturer shall make an appropriate adjustment in the original sales price of such product or replace the defective product.
5.2 The manufacturer agrees to protect the sole Agent and held the sole Agent harmless from any loss or claim arising out of inherent defects in any of the manufacturer’s products existing at the time such product is sold by the manufacturer to the sole Agent, provided that the sole Agent gives the manufacturer immediate notice of any such loss or claim.
5.3 The sole Agent agrees to protect the manufacturer and held manufacturer harmless from any loss or claim arising out of the negligence of the sole Agent, its agents, employees or representatives in the Assembly, use, sale or servicing of the manufacturer’s products or arising out of any representation or warranty made by the sole Agent, its agents, employees or representatives with respect to the manufacturer’s products that exceeds the manufacturer’s limited warranty.
5.4 The manufacturer shall employ its best effort’s to fill the sole Agent orders promptly on acceptance.
5.5 The manufacturer shall accept products that are defective at the time of sales to the sole Agent bearing the restocking charge.
5.6 The sole Agent shall maintain and employ sound working capital that may enable the sole Agent properly and fully to carry out and perform all its duties, obligations and responsibilities under this agreement.
5.7 The manufacturer guarantee his products for one year or a distance of ( 6,000 Km ) – which comes first -  from the date of sale to the end user (customer) against any defect or malfunction that will arise due to the ordinary use of the product, and should replace the defected parts and materials as soon as the sole agent notifies the manufacturer about it by a (Defected Materials Report ) (DMR) written and signed by the sole agent's chief of engineers , such report will explain clearly the situation and how to solve it in the future if possible.
Article 6 Sole Agency
6.1 The sole Agent is the sole Representative of the manufacturer in South Africa. [trade area]
6.2 The sole Agent, its agents and employees, however, are not the employees of the manufacturer.
Article 7 Duration of This Contract
7.1 Unless earlier terminated as provided below, the term of this Agreement shall be in force  starting from the date of mutual signature till 
      7.1.1 From the date of mutual signature till end of the year 2008 achieve 500 units.
7.2 At the end of the term, this Agreement shall continue until terminated by either party on at least 3 months prior notice.
Article 8 Termination of This Agreement
8.1 This Manufacturer has the right to terminate this agreement by giving 3 months prior notice where the Sole agent failed to pay the price as per this agreement.
8.2 This Manufacturer has the right to terminate this agreement by giving 3 month prior notice where the Sole agent failed to finish the quantity in each period.
8.3 The Sole Agent has the right to terminate this agreement by giving 3 months prior notice where the Manufacturer fail to deliver the products as per this agreement and the order placed by the Sole Agent, and/or the Manufacturer sold or delivered any of his products or spare parts to anybody else in (South America and the Caribbean) directly or through a third party during the agreement period, in this case the Sole Agent has the right to apply to the court in South Africa. and/or the court in China for compensation claim according to the South Africa law and/or International law and/or Chinese law against the Manufacturer to compensate all the losses caused by this action .
8.4 Force Major gives right to both parties to terminate this agreement provided no other options are available within 3 months.
Article 9 Dispute Resolutions
9.1 Disputes that arise in connection with this Agreement shall be resolved by the parties amicably.
9.2 Three Arbitrators appointed by the parties shall resolve where parties fail to resolve the dispute amicably.
     1. 10.3 Each party shall appoint one arbitrator and the two arbitrators shall appoint the presiding arbitrator.
     2. 10.4 Where the two nominated arbitrators fail to agree on the presiding arbitrator, The China Republic Chamber of Commerce shall appoint the presiding arbitrator.
     3. 10.5 The Arbitrators appointed in such a way shall decide on the substantive and laws to be applicable in resolving the dispute.
9.3 Disputes that arise due to compensations due to agreement termination should be handled only as described in article (8.2).
Article 10 Notice

    1. Any notice required by this Agreement or given in connection with it , shall be in writing and shall be given to the appropriate party by personal delivery or by certified mail , postage prepaid , or recognized over night delivery services , and will be effective after 3 months from the date of receiving that notice by the other party .

Article 11 Applicable Law
This Agreement shall be construed and enforced in accordance with the laws of The People Republic of China. If any terms of this Agreement is held by a court of competent jurisdiction or arbitration tribunal to be invalid or unenforceable, then this Agreement, including all of the remaining terms, will remain in full force and effect as if such invalid or unenforceable term had never been included.
Disputes that arise due to compensations due to agreement termination should be handled only as described in article (8.2).

Article 12 False representation
The signatory of this agreement will provide a board resolution appointing the signatory on behalf of -to be duly authorized to enter into this agreement with -The minimum compensation agreed to in favor of the sole agent is US$ 50 000 if any false representation is made by this agreement. The amount will be owed jointly and severely to Emsar Retail Investments CC by the signatory of this document and the person who facilitated this deal.


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