DISTRIBUTORSHIP
AGREEMENT
THIS
DISTRIBUTORSHIP AGREEMENT (“Agreement”) is made
this first day of November, 2008 (“Effective Date”)
between Shanghai Kai Hong Technology Co., Ltd. (“DSH”),
a corporation formed under the laws of the People’s Republic
of China and Shanghai Keylink Logistic Co., Ltd. (the
“Distributor”), a corporation formed under the laws of
the People’s Republic of China. Each may be referred to as a
party (“Party”), or both may be collectively known as
parties (“Parties”).
WHEREAS, DSH, a
subsidiary of Diodes Incorporated, is engaged in manufacturing
semiconductor products in the People’s Republic of China;
and
WHEREAS, DSH
desires to appoint Distributor and Distributor desires to be
appointed by DSH as a distributor of certain of DSH’s
manufactured semiconductor products in the territory set forth in
this Agreement on the terms and conditions set forth
below.
NOW, THEREFORE, in
consideration of the premises and mutual covenants contained herein
and for other good and valuable consideration, the receipt and
sufficiency of which is hereby mutually acknowledged, the Parties
hereby agrees to the following terms and conditions:
The term
“Products” (“Products”) means a complete
line of manufactured semiconductor products bearing the trademark
or logo of Diodes Incorporated or its affiliates
(“Diodes”) and listed in the Diodes’ catalog
including, but not limited to, semiconductor diodes, rectifier
bridges, modules, special assemblies and associated
products.
2.
NON-EXCLUSIVE DISTRIBUTOR.
The Distributor
is hereby appointed to act as DSH’ non-exclusive distributor
for the sales of Products in the People’s Republic of China
(“PRC”). Upon Parties’ execution of this
Agreement, the Distributor shall become an authorized non-exclusive
Products distributor in PRC in which the Distributor has an
office.
This Agreement
shall permit the Distributor to represent and distribute Products
only through its full time employees. Under no instance shall this
authorization be construed to include any other independent
representatives appointed by the Distributor.
Both Parties
intend to fulfill certain obligations, at each Party’s
respective sole expense, to each other.
A. DSH’
obligations are as follows:
DSH may make
available to the Distributor
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c) aids and
other technical and commercial assistance as deemed necessary by
DSH.
DSH may assist
the Distributor in the promotion of the Products in order to build
consumer and industry acceptance.
B.
Distributor’s obligations are as follows:
The Distributor
agrees to
a) exercise its
best efforts to sell Products;
b) assure
prompt handling of any inquiries, orders and shipments;
c) give
attention to customer complaints;
d) service all
Products covered by this Agreement; and
e) provide any
other services as deemed necessary by DSH to fulfill this
Agreement.
In addition,
the Distributor shall NOT
a) misrepresent
the quality and value of Products to customers;
b) change,
modify or reprint any Products except as expressly approved by DSH
in writing;
c) re-label any
products from other sources to DSH’s or its affiliates’
brand without DSH’ permission;
d) make any
representation, guarantee or warranty on behalf of DSH;
and
e) initiate any
actions related to DSH without prior authorization from
DSH.
4. PRODUCTS
PRICING DISCOUNTS.
Upon the
Effective Date of the Agreement, DSH shall give the Distributor
pricing discounts for the Products DSH sold to the Distributor in
accordance with the Exhibit 1, attached hereto and
incorporated herein this Agreement. The Products pricing discounts
as stated in Exhibit 1 shall be valid for one year and shall
be renegotiated every year.
Distributor
shall provide monthly invoice to DSH, and Distributor, upon DSH
receiving and verifying Distributor’s invoice, shall make the
invoice payment in full within net one hundred and fifty
(150) calendar days to a bank account designated by
DSH.
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6. INDEPENDENT
CONTRACTORS.
It is expressly
understood and agreed that the relationship of DSH and the
Distributor established by this Agreement is that of independent
contracts, and nothing contained in this Agreement shall be
construed to (i) give either Party the power to direct and
control the day-to-day activities of the other, or
(ii) constitute the Parties as partners, joint venturers,
co-owners, franchisor/franchisee or otherwise as participants in a
joint undertaking. Distributor will not have, and will not
represent that it has, any authority to bind DSH, to assume or
create any obligation on behalf of DSH, or to make any warranties
or representations on behalf of DSH or in DSH’s name. The
Distributor shall not have the authority to make any commitments
whatsoever on behalf of DSH.
In advertising
and sale of the Products, Distributor may utilize Diodes, DSH or
its affiliates’ regular trade names, logos, copyrights,
symbols and trademarks (“Marks”).
The Distributor
cannot make permit alteration or removal of any tags, labels or
other identifying Marks placed by DSH on its Products and cannot
use Marks or the name “Diodes Incorporated” or
abbreviations thereof in Distributor’s corporate titles or in
any way that might result in confusion as to DSH, Diodes and the
Distributor being separate and distinct entities. Distributor
agrees to provide written notification to DSH with regard to
Diodes’ or DSH’s trademarks when the
Distributor’s purchase is made from a source other than DSH
or its affiliates.
Except as to
clerical error, any quotations delivered by DSH or its affiliates
to the Distributor are valid for a period of thirty
(30) calendar days from the date of issuance, unless otherwise
specifically noted in writing by DSH on the written
quotation.
The prices
shown on any quotations do not include sales, excise or any other
government charges that have been paid by DSH to federal, state or
local authority. Any such taxes or charges imposed upon the sale or
shipment of the Products under this Agreement will be added to the
prices shown on quotations. Distributor agrees to reimburse DSH for
each such tax or charge or provide DSH with an acceptable exemption
certificate.
9. COUNTRY OF
ORIGIN COMPLIANCE.
Laws and
rulings of the United States, United Kingdom, European Union,
Taiwan, PRC and other related countries may require Products or
Products’ containers to be appropriately marked to indicate
the country of origin to the ultimate purchasers. DSH will supply
Distributor with Products and/or containers, which bear appropriate
country of origin markings. The Distributor agrees to comply with
marking procedures and practices as advised by DSH. The Distributor
agrees to indemnify DSH against any additional marking duties or
penalties that may be assessed for any failure of the Distributor
to advise purchasers of the country of origin of the
Products.
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10. RENEWING
THE AGREEMENT.
This Agreement
shall be effective for
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