Professional Documents
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,LTD
Office Add: Yongfu Road 112, Qiaotou Fuyong Street, Bao’an District, Shenzhen, Guangdong China
Factory Add: Unilumin 1st Tech-Park, No 6, North of Lanjing Rd, Pingshan New dist, Shenzhen, Guangdong, China
TEL: 86-755-29918999 FAX:86-755-29912092
www.unilumin.com
Based on the market development of LED display products trends to be standard, aimed to
take advantage of and use the strength of cooperation, Party A and Party B agree to cooperate
based on the Distribution Business Mode as following:
§ 1 GENERAL
1.1 Scope
The purpose of this Authorized Distributor Agreement (hereinafter called the “Agreement”)
is to allow Party A and Party B to execute a mutually beneficial business relationship and for
Party B to use its reasonable efforts to market and sell Party A’s products (hereinafter called the
“Products”), as defined below, of this Agreement for resale or license within the Territory, to
build up long term stable market development, Party A authorizes Party B as the National
Authorized Distributor in the territory and Party B agrees subject to the terms and conditions
of this agreement. (Meeting note of 2 nd August, 2019 meeting will also be part of this
agreement).
1.3 Territory:
The contractual territory is determined as whole of INDIA, including all the States and Union
territories of the country, (hereinafter called the “Territory”).
1.4 Products
a) The distribution products concerns to the September,2019 - August,2020 catalog of Party
A. Party B can sell the non-distribution products based on projects under permission of Party
A as defined b & c.
b) Distribution Products Definition: Indoor Fixed Installation Products, such as Uslim, UTV-P,
Kslim, UHWII, UTV III.
c) Project Products Definition: Rental Product, Sports Products, Usurface III.
d) In all communications for Indoor Fixed Installation Products that Party A shall have directly
with any other party, other than Party B in India, the Party A shall mark a cc to Mr.Sunil
Khera, Mg.Dir. of Party B.
b) Party B should use UNILUMIN [Fixed Installation] in all of its marketing activities &
materials, such as showroom, office, exhibition, road show, technical week, training,
UNILUMIN GROUP CO.,LTD
Office Add: Yongfu Road 112, Qiaotou Fuyong Street, Bao’an District, Shenzhen, Guangdong China
Factory Add: Unilumin 1st Tech-Park, No 6, North of Lanjing Rd, Pingshan New dist, Shenzhen, Guangdong, China
TEL: 86-755-29918999 FAX:86-755-29912092
www.unilumin.com
catalogue & other promotion materials.
c) Party B should show logo and brand elements of Party A in the showroom, office area,
exhibition area or any other sales activities. All the decoration of Party B should align with
Party A’s brand.
d) Party B should not use the trade name, logo, trade mark, design, copyright belonging to Party
A or of which Party A is the proprietor/owner thereof in any way which might challenge or
damage the validity or use of trade name, trade mark, design, copyright wrongfully causing
injury to Party A 's business, reputation & goodwill.
e) The Party B shall indemnify, keep indemnified and keep Party A harmless from and against
any and all claims losses damages expenses or liabilities of any nature of whatsoever caused
by the use adoption of logo, trade name, trade mark, design, copyright.
f) Party A warrants that Party B’s distribution and sale of the Products in accordance with this
Agreement shall not violate or infringe any third party’s trademarks, patents, copyrights,
pending applications and/or any other intellectual property rights
2.1 Prices
a) Party A will set up the price system with Party B based on its market condition (Called price
system) showed in ANNEX 1
b) Party A will update price to Party B every three months. The next date for the price update,
after signing this agreement, shall fall due by 3 rd January, 2020 and thereafter by the 3rd of the
first month of each Quarter (Three months).
c) The Products delivered to Party B under this agreement, shall be at the Party A’s competitive
price, aimed to be quickly billed to the other customers of Party B, for purchase locally.
d) Party A promises to provide Party B competitive price based on distribution business mode.
Party A should strictly keep the price protection in the market, which means the price given to
existing partners in the market must be 5% higher than the distribution price . If there is
existing partners less than 5% higher, the Party A should report to Party B; however, Party A
shall ensure that all their existing customers / partners in India will shift their procurement to
Party B as soon as possible, and only in unavoidable rare cases will Party A bill directly to
their existing customers / partners in India.
e) During the agreement period, each year Party B will have opportunities to apply for a special
discount from Party A for big important projects. The definition of Big Important Projects are
>= 200SQM above of indoor and >= 300 SQM of outdoor.
f) The Party A shall notify Party B of any forthcoming price increase/decrease, new product
announcement, discontinuation, updates/upgrades caused by the market competition
condition, material cost, foreign exchange fluctuation, etc. at least thirty (30) calendar days
prior to its effective date. The new price list shall be submitted to Party B without any delay.
The Party A shall notify Party B in writing and under no circumstances later than Party A’s
other customers regarding changes in pricing, delivery lead times performance and/or any
other technical or marketing issues.
UNILUMIN GROUP CO.,LTD
Office Add: Yongfu Road 112, Qiaotou Fuyong Street, Bao’an District, Shenzhen, Guangdong China
Factory Add: Unilumin 1st Tech-Park, No 6, North of Lanjing Rd, Pingshan New dist, Shenzhen, Guangdong, China
TEL: 86-755-29918999 FAX:86-755-29912092
www.unilumin.com
g) Any increase/decrease to the Products’ prices shall not affect any of Party B’s unfilled
purchase orders, backlogs or shipments in transit that were received or expedited by the Party
A prior to the date the increased price(s) become effective.
2.2 Payment
For Party B’s smooth operation locally, Party A will specially support on balance payment by
SINOSURE:
a) 10% advance payment before production for stock order., 20% advance payment for regular
order.
b) If order amount less than US$ 50,000, then must be full payment before shipment.
c) Balance payment with SINOSURE within 3 month free of interest after the shipment. Credit
time more than 3 month will be charge interest.
d) Party B needs to afford the interest and handle charge by SINOSURE, which is about 2%-6%
of the credit amount. There will be no this charge if Party B chose to pay the full amount
before shipment of the goods.
e) The SINOSURE credit amount is priority for stock use of Party B, and Party B can take it for
projects use after taking the permission of Party A.
f) Party A provide credit time maximum 9 month, and Party B should be responsible for
insurance premium charges and the interest and share the contract with Party A.
g) Party A keeps the right to adjust the credit amount according to the operation conditions
which concerns sales volume, stock rotating, payment status, after-sales service of Party B
§3 DELIVERY
3.1 Deliveries under this Agreement shall be initiated by Party B through written purchase orders (the
“POs”) to the Party A. Any POs received shall be confirmed in writing by the Party A within two
(2) days of receipt of each of the POs. The date of delivery of the Products shall be determined in
the Party A’s written order confirmation. If no PO confirmation is received from the Party A, Party
B’s POs shall take precedence. In case the Party A fails to honor its acknowledged delivery dates,
Party B is entitled to cancel such POs or line items. And for the avoidance of doubt, the POs will
always quote the full name and address of Party B
3.2 Delivery terms shall be FOB named on the purchase order. Time and date of delivery is the
essence of all purchases made under this Agreement.
3.3 Party B’s obligation is limited to inspect the delivered Product(s) for obvious and visible defects
and to convey its findings promptly to the Party A. This applies to all Products delivered by the
Party A to Party B. Party B shall notify the Party A within ten (10) calendar days after delivery of
any consignment of the Products of any shortage in the quantity ordered. The Party A shall make
good any such shortage as soon as reasonably practicable after written notification is received but
not later than fourteen (14) calendar days thereafter.
3.4 Party A's invoice(s) for such delivered Products must reference Party B´s PO/line item and must
be fiscally compliant.
UNILUMIN GROUP CO.,LTD
Office Add: Yongfu Road 112, Qiaotou Fuyong Street, Bao’an District, Shenzhen, Guangdong China
Factory Add: Unilumin 1st Tech-Park, No 6, North of Lanjing Rd, Pingshan New dist, Shenzhen, Guangdong, China
TEL: 86-755-29918999 FAX:86-755-29912092
www.unilumin.com
§ 4 MARKETING DEVELOPMENT
4.2 Supports:
Party B will get the Marketing support as follows:
a) Authorized Distributor Certification
b) Price list update, every quarter, and special price support based on the project.
c) Softcopy catalogue
d) Demo, sales and Technicians support for Road show
e) Global sample projects information
f) Samples support
UNILUMIN GROUP CO.,LTD
Office Add: Yongfu Road 112, Qiaotou Fuyong Street, Bao’an District, Shenzhen, Guangdong China
Factory Add: Unilumin 1st Tech-Park, No 6, North of Lanjing Rd, Pingshan New dist, Shenzhen, Guangdong, China
TEL: 86-755-29918999 FAX:86-755-29912092
www.unilumin.com
g) Annual Appreciation Dinner – in March each year.
h) Party A appoint 1 marketing person and 1 aftersales-engineer for Aero.
i) Party A provide training of product and system operation.
j) Party A will support 3000 USD for Infocomm exhibition.
k) Party A provide exhibition product at sample price and engineer onsite support.
§6 STOCK OPEARATION
§7 Responsibility:
7.1 Stock quantity : Party B has the responsibility to coordinate Party A to make reasonable
prediction of market demand, the prediction is based on a period of 3 months.
7.2 Market Management:Party B could not sell the corresponding products from other parties. Party
B has the responsibility to promote the stock product in the market, and guide the demands to
match the stock product.
7.3 Independent Operation: Party B should have an independent team to operate the LED display
business of Party A products, including, sales, technician, especially the after-sales maintenance
team
7.4 Quarterly conference call : Party B have the responsibility to coordinate Party A to arrange
quarterly conference call, the issue of conference Include feedback of competition status, analysis
UNILUMIN GROUP CO.,LTD
Office Add: Yongfu Road 112, Qiaotou Fuyong Street, Bao’an District, Shenzhen, Guangdong China
Factory Add: Unilumin 1st Tech-Park, No 6, North of Lanjing Rd, Pingshan New dist, Shenzhen, Guangdong, China
TEL: 86-755-29918999 FAX:86-755-29912092
www.unilumin.com
of sales progress, prediction of sales progress in next month, and report of important project
information in the market.
7.5 Projects Report: Party B will update the project information to Party A every week, Party A will
analyse the project situation and give the corresponding support to Party B
7.6 Timely Payment:The Principle of stock rotation is that, Party B should pay the full amount of
last shipment, then Party A can arrange the shipment of the rotated stock. As a result, Party B has
the responsibility to pay promptly the full amount of stock goods when the stock goods are sold
out, whether if the credit time limit arrive or not.
7.7 After-sales service: Party B should have independent after-sales team to provide timely after-sales
support to the end-user.
7.8 Party B has the responsibility to develop its sub-distributors, dealers or SI in the main cities and
give update information list to Party B quarterly, The Party A should help Party B to develop the
market and update the clients information list quarterly showed Annex 3
7.9 Party B Aero should provide plans explain how to develop this four area: Professional-display,
Commercial-display, DOOH-display, and Creative-display.
7.10 There should be at least 5 dedicated person responsible for LED display business accordingly.
7.11 Party B should be responsible for BIS of all proty duct need for India market under the name of
Party A, Party B shall pay the cost first and then get the cost back from Party A, including update
the certification.mar
7.12 Party A, whenever visiting India market, will inform Party B about the customers / partners they
plan to visit.
7.13 Party B shall share the list of all their existing non-Unilumin cases for LED with Party A and
shall ensure that post this Agreement, they will not promote any non-Unilumin LED product or
brand in India.
7.14 All costs incurred towards BIS testing and certifications of Unilumin Brand products will be
borne by Party A; Party B shall bear the local costs for this and the costs incurred will be
reimbursed to Party B by Party A.
§ 8 TERM / TERMINATION
8.1 This Agreement will run for a period of one (1) year from the Effective Date unless terminated
earlier by either party in accordance with clause 10.2 or by Party B in accordance with clause 9.3
below (the “Term”). The Term will be automatically renewed on a rolling basis unless terminated
by either party upon thirty (30) days prior written notice to the other party.
8.2 The Party A keeps the right of the explanation of all the terms of this agreement.
8.3 Termination for Cause
Without prejudice to any rights that have accrued under this Agreement or any of its rights or
remedies, either party may at any time terminate this Agreement with immediate effect by giving
written notice to the other party if:
a) The party B fails to pay any amount due under this Agreement on the due date for payment and
remains in default not less than 30 days after being notified in writing to make such payment; or
b) the other party commits a breach of any material term of this Agreement (other than failure to pay
UNILUMIN GROUP CO.,LTD
Office Add: Yongfu Road 112, Qiaotou Fuyong Street, Bao’an District, Shenzhen, Guangdong China
Factory Add: Unilumin 1st Tech-Park, No 6, North of Lanjing Rd, Pingshan New dist, Shenzhen, Guangdong, China
TEL: 86-755-29918999 FAX:86-755-29912092
www.unilumin.com
any amounts due under this Agreement) and if such breach is remediable fails to remedy that
breach within a period of 30 days after being notified to do so; or
c) the other party repeatedly breaches any of the terms of this Agreement in such a manner as to
reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability
to give effect to the terms of this Agreement; or
d) the other party suspends, or threatens to suspend, payment of its debts or is deemed unable to pay
its debts or
e) the other party commences negotiations with all or any class of its creditors with a view to
rescheduling any of its debts, or makes a proposal for or enters into any compromise or
arrangement with its creditors; or
f) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in
connection with the winding up of that other party; or
g) an application is made to court, or an order is made, for the appointment of an administrator or if
a notice of intention to appoint an administrator is given or if an administrator is appointed over
the other party; or
h) a floating charge holder over the assets of that party has become entitled to appoint or has
appointed an administrative receiver; or
i) a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is
appointed over the assets of the other party; or
j) The other party suspends or ceases, or threatens to suspend or cease, to carry on all or a
substantial part of its business.
k) If Party B didn`t reach 60% of the quarter sales target for continuous 2 quarters or 80% yearly
sales target. Party A has the right to terminate a contract agreement.
l) If the Party B sell the corresponding similar product of Party A or the third Party products under
name, brand or trademark of Party A
8.4 In case of termination, all provisions of this Agreement remain valid up to the date of termination.
Individual contracts, agreements and/or open purchase orders remain unaffected by the
termination of this Agreement. Party A shall continue to supply the Products to ensure that Party
B fulfills its commitments made to customers up to the time of Agreement termination notice.
8.5 Any credit entitlement will be paid by the Party B within fifteen (15) calendar days after receipt
of the Agreement termination notice and Party B should not make commercial activities, such as
showroom, exhibition, road show, social media, promotion and so on, under UNILUMIN name,
brand & trademark.
8.6 Any provision of this Agreement which expressly or by implication is intended to come into or
continue in force on or after termination of this Agreement shall remain in full force and effect.
8.7 Other than as set out in this Agreement, neither party shall have any further obligation to the other
under this Agreement after its termination.
§9 Confidentiality
9.1 During the Term, neither party shall disclose to any person (other than its professional advisors) any
and all data and information of a confidential nature, including know how and trade secrets
relating to the business affairs, the Products, goods and services of the parties and the general
UNILUMIN GROUP CO.,LTD
Office Add: Yongfu Road 112, Qiaotou Fuyong Street, Bao’an District, Shenzhen, Guangdong China
Factory Add: Unilumin 1st Tech-Park, No 6, North of Lanjing Rd, Pingshan New dist, Shenzhen, Guangdong, China
TEL: 86-755-29918999 FAX:86-755-29912092
www.unilumin.com
contents of this Agreement Each party agrees to hold the Confidential Information only for the
purpose expressly permitted under this Agreement and to disclose Confidential Information only
to its employees and contractors.
9.2 Each party shall keep the other party's Confidential Information confidential and shall not: (i) use
such Confidential Information except for the purpose of exercising or performing its rights and
obligations under this Agreement; or (ii) disclose such Confidential Information in whole or in
part to any third party, except as expressly permitted by this Section.
9.3 A party may disclose the other party's Confidential Information to those of its Representatives who
need to know such Confidential Information for the purpose of performing this Agreement,
provided that: (i) it informs such Representatives of the confidential nature of the Confidential
Information prior to disclosure; and (ii) at all times, it is responsible for such Representatives'
compliance with the confidentiality obligations set out in this Section.
9.4 A party may disclose Confidential Information to the extent required by law or by a court,
regulatory stock exchange or other authority of competent jurisdiction after all reasonable
remedies to maintain the confidentiality of the Confidential Information have been exhausted and
provided that, to the extent it is permitted to do so, it gives the other party as much notice of such
disclosure as possible.
9.5 Each party reserves all rights in its Confidential Information. No rights or obligations in respect of a
party's Confidential Information other than those expressly stated in this Section are granted to the
other party, or to be implied from this Agreement.
9.6 On termination of this Agreement each party shall, and on request by the disclosing party the
receiving party shall: (i) return to the other party all documents and materials (and any copies)
containing, reflecting, incorporating or based on the other party's Confidential Information; (ii)
erase all the other party's Confidential Information from its computer systems (to the extent
possible); and (iii) certify in writing to the other party that it has complied with the requirements
of this Section, provided that a recipient party may retain documents and materials containing,
reflecting, incorporating or based on the other party's Confidential Information to the extent
required by law. The provisions of this Section shall continue to apply to any such documents and
materials retained by a recipient party.
9.7 Except as expressly stated in this Agreement, no party makes any express or implied warranty or
representation concerning its Confidential Information.
9.8 No right or license is granted to the receiving party in relation to the Confidential Information or in
respect of any or all underlying intellectual property rights otherwise than as expressly set out in
this Agreement.
9.9 The receiving party acknowledges that damages would not be a sufficient remedy for any
threatened or actual breach of this Agreement and that the disclosing party will be entitled to other
remedies, including but not limited to, injunctive relief and specific performance.
9.10 Business Partner may, without additional approval from Company to provide a copy of the
agreement or an extract from this Agreement without the financial conditions at the request of the
Business Partner’s sub distributor or End user, to verify the legality of the spread of the Licensed
Programs.
UNILUMIN GROUP CO.,LTD
Office Add: Yongfu Road 112, Qiaotou Fuyong Street, Bao’an District, Shenzhen, Guangdong China
Factory Add: Unilumin 1st Tech-Park, No 6, North of Lanjing Rd, Pingshan New dist, Shenzhen, Guangdong, China
TEL: 86-755-29918999 FAX:86-755-29912092
www.unilumin.com
§10 Governing Law
This Agreement shall be governed by and construed in accordance with the laws of P. R. China
without regard to principles of conflicts of laws. Any action brought by either party against the other
concerning the transactions contemplated by this Agreement shall be brought only in the Shenzhen
Court of International Arbitration located in Shenzhen, Guangdong, P. R. China.
Date: Date:
Total 261,500
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