中国经销合同 Model of CHINA DISTRIBUTION CONTRACT in English and Chinese used when a foreign company appoints a distributor in China either on an exclusive or non-exclusive basis

1. CHINA DISTRIBUTION CONTRACT
中国经销合同
Main Clauses
Applicable Law and Arbitration
Model Contract (English-Chinese)

2. CHINA DISTRIBUTION CONTRACT 中国经销合同
1. Introduction
2. Main clauses
3. Law and Jurisdiction
4. Arbitration
5. Language
6. Model Contract (English-Chinese)
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3. Distribution in China requires foreign companies to sign a
distribution contract with a Chinese company and is commonly
considered the most appropriate way when the foreign company
does not want to appoint agents in China to act on its behalf.
A foreign company that is unwilling to entrust this level of
responsibility to a Chinese agent may alternatively prefer to
appoint its Chinese partner as distributor in a specified region,
either on an exclusive or non-exclusive basis.
The contract is adapted to the uses and commercial practices
of the Chinese market and to Chinese contract law (People’s
Republic of China Contract Law).
1. INTRODUCTION
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4. Some of the most important clauses in the China Distribution Contract are as follows:
2. MAIN CLAUSES
See sample China Distribution Contract
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1. PRODUCTS AND TERRITORY
产品和区域
2. OBLIGATIONS OF THE
DISTRIBUTOR
经销商的义务
3. EXCLUSIVITY
排他权利
4. COMMITMENT NOT TO COMPETE
竞业禁止承诺
5. CONDITIONS OF SALE
销售条件
6. PRICES AND DISCOUNTS
价格和优惠
7. TERMS OF PAYMENT
支付条款
8. MINIMUM STOCK
最少库存
9. AFTER-SALES SERVICE
售后服务和维修
10. SUPPLIER’S WARRANTY
供应商保证
11. ADVERTISING AND SALES
PROMOTION
广告和促销
12. COMPENSATION FOR TERMINATION
OF CONTRACT
合同终止所需赔偿金

5. In accordance with Chinese laws (PRC Civil Law), the Parties are allowed
to choose the law and jurisdiction they wish to apply in contracts with
foreign companies.
Nevertheless, in commercial practices Chinese companies refuse to sign
contracts in which matters of litigation are not referred to the Courts or
Arbitration Commissions of China. The questions of which procedure
to choose will depend particularly on the power and influence of the
Chinese Party and the prestige of the Court proposed by the Chinese
company; as a general rule, it will be preferable to choose the alternative
of Arbitration rather than the Court.
3. LAW AND JURISDICTION
See sample China Distribution Contract

6. In contracts subject to Arbitration in China, it is advisable to act as follows:
• Choose one of the Arbitration Commissions with most prestige and
international experience: CIETAC (China International and Economic Trade
Arbitration Commission) or BAC (Beijing Arbitration Commission). Chinese
companies will not oppose at this point.
• Regardless of where the central office of the Chinese company is located, it is
preferable for the Arbitration to take place in Beijing or Shanghai, the two cities
with most experience and the best arbitrators.
• The arbitration will be carried out in the English language. It is important to
take into account that if no language is specified in the contract, the arbitration
will be in Chinese. At this point, Chinese companies would be expected to object
strongly, and might even use it as grounds for not signing the contract.
4. ARBITRATION
See sample China Distribution Contract

7. 5. LANGUAGE
In China, contracts are usually drawn up either in English or in a dual
English-Chinese version. It is not common to sign contracts in other
languages such as Spanish, French or German. For the version in Chinese,
simplified Mandarin Chinese shall be used.
It is advisable to use the dual English-Chinese version as this will make it
easier to negotiate the contract, and also help compliance with obligations
and an amicable settlement in the event of conflict.
However, when using the English-Chinese dual version, the Chinese
company would try to insist that the Chinese version prevails in the event
of conflict.
See sample China Distribution Contract

8. 6. MODEL CONTRACT (ENGLISH-CHINESE)
In order to obtain the Distribution Contract for China, in
bilingual version (English and Chinese), click on:
China Distribution Contract
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