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CHINA DISTRIBUTION CONTRACT
中国经销合同
Main Clauses
Applicable Law and Arbitration
Model Contract (English-Chinese)
CHINA DISTRIBUTION CONTRACT 中国经销合同
1. Introduction
2. Main clauses
3. Law and Jurisdiction
4. Arbitration
5. Language
6. M...
Distribution in China requires foreign companies to sign a
distribution contract with a Chinese company and is commonly
co...
Some of the most important clauses in the China Distribution Contract are as follows:
2. MAIN CLAUSES
See sample China Dis...
In accordance with Chinese laws (PRC Civil Law), the Parties are allowed
to choose the law and jurisdiction they wish to a...
In contracts subject to Arbitration in China, it is advisable to act as follows:
•	 Choose one of the Arbitration Commissi...
5. LANGUAGE
In China, contracts are usually drawn up either in English or in a dual
English-Chinese version. It is not com...
6. MODEL CONTRACT (ENGLISH-CHINESE)
In order to obtain the Distribution Contract for China, in
bilingual version (English ...
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China Distribution Contract in English-Chinese 中国经销合同

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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

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China Distribution Contract in English-Chinese 中国经销合同

  1. 1. CHINA DISTRIBUTION CONTRACT 中国经销合同 Main Clauses Applicable Law and Arbitration Model Contract (English-Chinese)
  2. 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) www.globalnegotiator.com
  3. 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 www.globalnegotiator.com
  4. 4. Some of the most important clauses in the China Distribution Contract are as follows: 2. MAIN CLAUSES See sample China Distribution Contract www.globalnegotiator.com 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. 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. 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. 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. 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 www.globalnegotiator.com

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