1、Schneider ElectricYearly Three Party Supply Agreement In 2013: This Agreement consists of 14 pages, and both parities shall learned from the complete signature and seal mark on the fourteenth page and unanimously approved the whole content contain in this Agreement as well as other all attachments r
2、efer to. (Confidential Documentation)Signature of Complete Factory: Schneider Electric (China) Co,. Ltd.Yearly Three Party Supply Agreement In 2013Schneider ElectricYearly Three Party Supply Agreement In 2013Party A: Wenzhou Electrical Appliance Co., Ltd (Signature) (Legal name for Electric Complete
3、 Factory), hereinafter refer to “Party A” or “Electric Complete Factory”.Party B: (Signature) (Legal name for Electric Complete Factory), hereinafter refer to “Party B” or “Distributor”Party C: Schneider Electric (China) Co., Ltd.and its affiliated companies:1- Schneider Electric (China) Co., Ltd. B
4、eijing Logistics Centre (DCBJ)NO. 3 Storage, Xianglong Logistics Park, Erjie Village, Majuqiao Town, Tongzhou District, Beijing City. Postal Code: 1011022- Schneider Electric (China) Co., Ltd. Shanghai Logistics Centre (DCSH)NO. 339 Suide Road, Putuo District, Shanghai City. Postal Code: 2003313- Sc
5、hneider Electric (China) Co., Ltd. Guangzhou Logistics Centre (DCGZ)NO. 1 North Beipu Road, Kaichuang Avenue, Yunpu Development Zone, Huangpu District. Postal Code: 5107304- Schneider Electric (China) Co., Ltd. Chengdu Logistics Centre (DCCD)East Gaopeng Road, Hi-tech Industrial Development District
6、, Chengdu Municipality. Postal Code: 6100425- Schneider Electric (China) Co., Ltd. Wuhan Logistics Centre (DCWH)Dingxin Industrial Park, Jiayuan Road, Donghu Hi-tech Industrial Development District, Wuhan City. Postal Code: 430071Hereinafter together refer as “Party C” or “Schneider Electric”, each
7、logistic centre of Schneider Electric herein refers to “Schneider Electric Logistics Centre”.In order to give better service for clients of electric complete factory, to improve service quality of electric complete factory, meanwhile, to fix purchase channels for the electric complete factory, this
8、tripartite Agreement is made among clients of electric complete factory, distributors and Schneider Electric.Whereas, Party A, Party B and Party C as cooperative partner of electric products for each other, the three Parties negotiation friendly and reach an agreement on the matter of products suppl
9、y of Schneider Electric:1 RELATIONSHIP BETWEEN BOTH PARTIES1.1 Schneider Electric hereby has confirmed that Party B was duly authorized as distributor for Schneider Electric Products, and had signed Distributor Agreement with Party B (hereinafter refer to “Distributor Agreement”). Pursuant to this A
10、greement, Schneider Electric authorized Party B to sell Schneider Electric products for Party A according to the conditions and items in this Agreement. In order to standardized the sale channels for Schneider Electric products as well as distributors behaviours, Schneider Electric enjoys the right
11、to supervise the fact that Party B executes this Agreement or not, and owns the right to decide important events under the items in this Agreement, including but not limited to give discount rate for Party A and so on.1.2 Party B refers to Seller pursuant to this Agreement, who will bear all kinds o
12、f rights, obligations in this Agreement as well as whole responsibilities which caused by the Agreement, but Party B shall allow to receive the supervision from Schneider Electric according to Distributor Agreement and the stipulations in this Agreement, including: (1) Party B shall allow to sell Sc
13、hneider Electric products for Party A according to the conditions and the stipulations in this Agreement, and will strictly execute all the sale items stipulated in this Agreement; (2) Party B shall strictly execute any directions and instructions issued by Schneider Electric for it, which relevant
14、to and suitable for this Agreement; (3) Party B regards as products distributor of Schneider Electric, shall obey the sales policy and stipulation in Distribution Agreement.1.3 Party C regards as Buyer pursuant to this Agreement. Party A allows Party B to supply products because Party B is regarded
15、as long term supplier of Schneider Electric.2 DEFINITIONThe following words in this Agreement and its attachments have specific definition:2.1 Agreement: refer to Yearly Three Party Supply Agreement In 2013 and its all attachments.2.2 Cooperation: refer to the relationship of supply and demand among
16、 the tri-party in this Agreement, the cooperative period in this Agreement is annual cooperation, which shall start from the signing date of this Agreement, and the termination date shall be December 31, 2013.2.3 One Party/Tri-Party: refer to Schneider Electric, including its affiliated companies, s
17、uch as DCBJ, SCSH, SCGZ, DCCD, DCWH, or/and Party A, or/and Party B.2.4 Period of Agreement: refer to the period from the signing date till the termination date stipulated in this Agreement, the termination date of this Agreement is December 31st, 2013.2.5 Products/Product Group: refer to all produc
18、ts/product group listed in attachments of this Agreement. Any type of division and classification for single product shall subject to final determination of logistic centre of Schneider Electric.2.6 Price list for products: refer to the products price be determined and published by Schneider Electri
19、c during the period of agreement. Schneider Electric enjoy the right to update the products price list, the products sales price for Party A purchase2.7 Annual commitment purchase amount: refer to the period of this Agreement (from the signing date to December 31, 2013), Party A promises to purchase
20、 total amount of minimum sum of money of signing products (excluding VAT).2.8 Actual purchase amount: refer to the actual fact that Party A purchases products from Party B, and shall based on the Schneider Electric or the relevant sum of money of signing products in the consignment attachment of Par
21、ty B (Shall calculate with RMB and excluding VAT). The actual purchase amount of Party A shall base on the statistics results of Schneider Electric. If any disputes raised about the statistics results of Schneider Electric by Party A, Party A shall come up with requests on revising purchase statisti
22、cs according to the stipulated format in attachments, meanwhile, Party A and Party B shall provide relevant purchase invoice and other valid documentations for Schneider Electric (All final explanation rights to the validity of documentations showed here belong to Schneider Electric). If the documen
23、tations are inadequate, the final result shall subject to the statistics results of Schneider Electric.2.9 Discount rate: refer to Schneider Electric with Party B based on the latest published Products Price List by Schneider Electric during the period of Agreement, pursuant to this Agreement, shall
24、 give Party A purchase discount in the light of signing products; only if Party B made other agreement with Party A within one bill, or this discount rate shall be suitable for all the purchase facts occurs in the period of this Agreement.2.10 Notice: refer to the letters or facsimile in writing for
25、m, and E-mail is confirmed by the third party. All the notice and other communications in this Agreement shall be sent in writing, and through the following methods:a) Delivered by hand face to face; or,b) Through EMS or post service with prepaid postage; or,c) Through facsimile to send the provided
26、 facsimile number; or,d) Through E-mail which is confirmed together by three Parties to send.2.11 Confidential information: refer to Schneider Electric discloses information relevant about products for Party A and/or Party B in oral, writing or any other form, but not limited in all information abou
27、t the products. Including but not limited as follow: previous, current and future business, financial, business information, conception and method for price-making of Schneider Electric and its affiliated companies , market sales, clients information, financial predication and plan, technique data a
28、nd information, business secret, software application, chart, allocation, specification, technique, drawing, exclusive technique, invention, design, copyright and trademark information, products, agreements, contracts and other information shall be regarded as confidentially.2.12 Force majeure: refe
29、r to the three parties in this Agreement faces the objective situation which is unpredictable, inevitable and insurmountable, including but not limited natural disaster, wars, strike work, blockade and any other governmental behaviours.3 SALES PRICE AND SALES CONDITION 3.1 The agreement of Yearly Th
30、ree Party Supply Agreement In 2013 signed among Schneider Electric, Party A and Party B, in order to fully present cooperation relationships among three parties, Schneider Electric herein duly authorizes Party B offers designated products with supply fixed discount factors for Party A through this A
31、greement with a premise that Party A realizes corresponding promissory purchase amount. Party B shall allow selling products for Party A in accordance with stipulated price in products price list as well as discount factors confirmed in the attachments of this Agreement.3.2 Party A shall completely
32、accept all the products, products price list of Schneider Electric, the products sales price suitable for this Agreement and Party A annual promissory purchase amount when Party A signs with this Agreement.3.3 The price mentioned in this Agreement, refer to the exactly price listed in the products price list published by Schneider Electric at that time (this price contains standard package and freight price). All the bills issued from Party A shall in accordanc
