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DISTRIBUTORSHIP AGREEMENT

Distribution Agreement

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This Distribution Agreement involves

Shanghai Kai Hong Technology Co, Ltd

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Title: DISTRIBUTORSHIP AGREEMENT
Date: 2/26/2009
Industry: Semiconductors     Sector: Technology

DISTRIBUTORSHIP AGREEMENT, Parties: shanghai kai hong technology co  ltd
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EXHIBIT 10.83

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:

1. DEFINITION.

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.

3. GENERAL OBLIGATIONS.

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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a) price and data books,

b) sales plans, and

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.

5. PAYMENT TERMS.

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.

7. TRADEMARKS.

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.

8. QUOTATIONS.

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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