雙方根據平等互利的原則簽訂以下協(xié)議并按照下列條款和條件進行交易。
Based on the equality and mutual benefit, both parties made and entered into the following agreement on, both parties should carry out business according to the following terms and conditions upon signature.
 
 締約方 The Parties Concerned
 甲方：（制造商） Party A: （Company）
 地址： Add:
 電話： Tel:                   傳真： Fax:         電子郵箱： E-mail:    
 
 
 乙方：（經銷商） Party B: (Distributor)
地址： Add:
 電話： Tel:                   傳真： Fax:         電子郵箱： E-mail:    
 
1.    定義    Definitions
當本協(xié)議中使用的下列術語應具有各自的含義并適用于這兩種定義方面的單數和復數形式：
When used in this Agreement, the following terms shall have the respective meanings indicated, such meanings to be applicable to both the singular and plural forms of the terms defined:
 
 “協(xié)議”指本協(xié)議、附表，包括參照的隨時可以修訂的任何文件。
 “Agreement” means this agreement, the Schedules attached hereto and any documents included by reference, as each may be amended from time to time in accordance with the terms of this Agreement;
 
“配件/附件”是指附表A所述的配件，包括甲方制造并與貨物功能有關的裝置。附件可被從附表A中被刪加， 甲方可隨時自行更改其的規(guī)格和設計， 要向乙方郵寄書面通知。每個更改，在書面通知發(fā)送給分銷商的15天后生效。
“Accessories” means the accessories described in Exhibit A attached hereto, and includes any special devices manufactured by Part A and used in connection with the operation of the Goods. Accessories may be deleted from or added to Exhibit A and their specifications and design may be changed by Company at its sole discretion at any time by mailing written notice of such changes to Part B. Each change shall become effective 15 days following the date notice thereof is sent to Distributor.
 
 “分支機構”是指控制的任何公司，或與公司共同控制。指任何人，公司或其他實體：
擁有，現在還是以后，直接的或是間接的超過33%的有投票權的股票類表決直接或間接的有效控制甲方，或
甲方，或在第（i）項所述的一方，擁有，現在還是以后，直接或間接，或投票權的股票類達33% 以上。
 “Affiliate” means any company controlled by, controlling, or under common control with Company. Affiliate means any person, corporation or other entity:
which owns, now or hereafter, directly or indirectly 33% or more of any class of the voting stock of Part A or is, now or hereafter, directly or indirectly, in effective control of Part A; or
33% or more of any class of the voting stock of which Part A, or a party described in paragraph (i), owns, now or hereafter, directly or indirectly, or of which Part A, or a party described in paragraph (i), is, now or hereafter, directly or indirectly, in control.
 
 “客戶”是指購買或租賃產品B部分的任何人；
 “Customer” means any person who purchases or leases Products from Part B.
 
 “交貨地”是指甲方分支機構的[詳細地。  交貨地是指分銷商的設施的詳細地址。
“Delivery Point” means Part A's facilities at [FULL ADDRESS]. Delivery point means Distributor's facilities at [FULL ADDRESS].
 
 “附件”是指該協(xié)議所附的附件。  “Exhibit” means an exhibit attached to this agreement.
 
 “貨物”是指附表A中的產品。附表A中的產品可以增加或減少。A表中的任何產品和附件的變化都要以書面形式告知乙方。每個變更在通知分銷商15天后方可生效。
 “Goods” means those items described in Exhibit A. Goods may be deleted from or added to Exhibit A and their specifications and design may be changed by Company at its sole discretion at any time by mailing written notice of such changes to Distributor. Each change shall become effective 15 days following the date notice thereof is sent to Distributor.
 
 “產品”是指商品和配件。-    “Products” means Goods and Accessories
 
 “區(qū)域”是指在第6條所述地理區(qū)域。
“Territory” means the geographic area outlined in Article 6.
 
 “商標”是指任何商標，標志，服務標志或其他商業(yè)名稱，不論是否登記，用來表示或描述甲方產品
 “Trademark” means any trademark, logo, service mark or other commercial designation, whether or not registered, used to represent or describe the Products of Party A.
 
2 經銷權指定 Appointment
 甲方特此任命乙方為授權經銷商，在第6條規(guī)定的地區(qū)銷售產品。 乙方接受并承擔任命。甲方僅在法律上允許，（i）不得任命任何第三方在乙方代理地區(qū)銷售甲公司產品，（ii）不得在乙方代理的地區(qū)設任何個人或者公司形式的第三方加盟來銷售乙方所代理的產品。（三）甲方必須盡最大的努力防止任何其它地區(qū)的經銷商在乙方所代理的地區(qū)出售產品和建立與銷售有關的分支機構。。如果甲方或任何分支，直接銷售任何產品到乙方所代理的地區(qū)，或最終轉售到乙方所代理的地區(qū)（除向乙方或乙方指定的一方出售），要在出銷售行為發(fā)生之前告知乙方，并須向乙方支付該交易交總額的10％。此費用作為補償乙方所支出的廣告和其它的相關資本支出。
 Party A hereby appoints Party B as its Authorized Dealer Agent to solicit orders for the Products stipulated in Article 6 from customers in the territory stipulated in Article 6. Party B accepts and assumes such appointment. Party A, to the extent that it is legally Permitted to do so, (i) shall not appoint any Party  or agent in the Territory for the Products other than Party B, (ii) shall not, and shall cause any Affiliate not to, knowingly sell Products to any person other than Part B or a party designated by Party B for use or resale within the Territory, and (iii) shall use its best efforts to prevent any party other than Party B from seeking customers for the Products in the Territory, from establishing any branch related to the distribution of Products in the Territory, or from maintaining any distribution depot with respect to the Products in the Territory. If Party A, or any Affiliate, sells any Product which is eventually resold in the Territory (other than a sale to Party B or a party designated by Party B) and Party A, or that Affiliate, had reason to know at the time of its sale of that Product that such resale was likely to occur, Party A shall, immediately after the trigger sale (which shall be the resale of the Product in the territory or the sale immediately preceding the use of the Product in the Territory) is contracted, pay to the Party B 10 % of the price of that Product under this Agreement at the time that the trigger sale was contracted, which payment shall represent a recapture of certain advertising and capital expenditures made by Party B. Nothing contained in this Section shall affect any other right or remedy which Party B may have pursuant to this Agreement.
 
如果有任何第三方（除乙方和其所屬公司）向甲方求購產品，甲方需將求購信息轉給乙方處理。
If Party A or any Affiliate is contacted by any party inquiring about the purchase of Products in the Territory (other than Party B or a party designated by Party B), Party A shall, or shall cause that Affiliate to, refer such party to Party B for handling.
 
 乙方聲明 ，在不得到甲方許可的情況下，不得在其代理區(qū)外的地方銷售第6條所列的產品。
Party B declares that it shall not sell Party A products outside territory outlined in Article 6 without a permission of Party A.
 
3     經銷產品 Products
 LED照明產品：發(fā)光管燈，LED燈泡燈，LED筒燈，LED條燈等由甲方制造的產品。產品名稱已例于表A。甲方可以更改產品的設計和規(guī)格。任何改動需以書面形式告知乙方。甲方發(fā)出通知15天后方可生效。
 LED LIGHTING PRODUCTS: LED tube light, LED bulb light, LED down light, LED Strip Light, etc produced by Party A. The exact list of products is attached to this Agreement as Exhibit A. Goods may be deleted from or added to Exhibit A and their specifications and design may be changed by Party A at its sole discretion at any time by mailing written notice of such changes to Party B. Each change shall become effective 15 days following the date notice thereof is sent.
 
4.    經銷新產品 New Products
 如果甲方或任何分支機構現在還是以后的生產和銷售，或建議制造或分銷任何本協(xié)議職務的其他產品，甲方應立即通知分銷商相關事項以及所有有關該產品的具體情況。甲方應給予，或須安排的條款和條件不低于原來在這方面的協(xié)議所提供的產品有利于這一問題給予加盟，這些分銷商的分銷權。甲方應給予分銷商優(yōu)惠條件不得低于本協(xié)議。
If Company or any Affiliate now or hereafter manufactures or distributes, or proposes to manufacture or distribute, any product other than the Products, Company shall immediately notify, or cause such Affiliate to notify, Distributor of that fact and of all details concerning that product. Company shall grant, or shall cause the subject Affiliate to grant, such distribution rights to Distributor on terms and conditions no less favorable than those provided in this Agreement with respect to Products.
 
5     授權經銷商區(qū)Territory
 授權經銷商區(qū)：中歐（匈牙利，波蘭，斯洛伐克，羅馬尼亞，捷克共和國的范圍）。乙方在合約期內在些地區(qū)銷售。不能在合約外的地區(qū)銷售。
  Authorized Dealer district: Central Europe (the territory of Hungary, Poland, Slovakia, Romania, Checz Republic). Part B develops customers in this appointed district during agreement period. And can’t solicit orders in the market without appointment.
 
6.    有效期Term
 本協(xié)議從簽字之日起生效，有效期為一年。 此后的一年內，前6個月的評估期， 在此期間，如果乙方不能達到銷售目標（見附表8），甲方有權撤銷合同。如果甲方在到期后的15天內沒有發(fā)出書面通知，此合同繼續(xù)生效。生效期為半年。 當本合同期滿，雙方協(xié)商續(xù)簽或取消合同。在相同條件下，乙方有優(yōu)先的續(xù)約合同。
 This Agreement shall become effective as of the date hereof upon execution by an officer or other authorized representative of Part A and by an authorized representative of Part B and shall remain in effect for one year thereafter, the first 6 months of which is the assessment period. In this period, if Part B can’t reach sales target specified in Article 8, Part A has the right to cancel this Agreement by sending a written notice to Part B. If Part A does not send a written notice of cancellation within 15 days from the end of the assessment period, the Agreement should stay valid for the whole one year period. Upon the expiration of this contract, both parts negotiate for renewing or canceling of the contract. In the same conditions, Part B has the priority of renew contract.
 
 如果乙方符合附表8規(guī)定之要求，甲方只有在下列情況下才能撤銷合同：
 If Part B meets the Sales targets outlined in Article 8, Part A can cancel this Agreement before it comes to term only in the following cases:
 
如果經銷商申請破產或向其債權人轉讓權益，或如果不可能續(xù)存；
If Distributor shall file or have filed against it a petition in bankruptcy or insolvency or if Distributor shall make an assignment for benefit of its creditors of if Distributor's viability as a going concern should, in Manufacturer's judgment, become impaired;
 
如果經銷商的促銷手段嚴重損害廠商的聲譽；
if Distributor degrades and places in bad repute the name and reputation of Manufacturer expressly or by virtue of its methods of handling and/or promoting the Products;
 
如果分銷商不能履行其義務;
if Distributor fails to meet any other of its obligations hereunder;
 
 乙方有權提前30天發(fā)出書面通知取消本協(xié)議。
Part B has the right to cancel this Agreement any time by sending written notice to Part A 30 days prior of the time of cancellation.
 
7.    銷售目標 Sales target
 在頭6個月后 ， 協(xié)議簽署（評估期），銷售額應該350,000.00美元（沒有最低銷售量每月）。允許批量交付，但不得造成裝運延遲。
 In the first 6 months after the agreement is signed (assessment period), sales volume should be USD 350,000.00 (there is no minimum sales volume monthly). Batch delivery is allowed by party B only if this does not cause any delay in the shippment of any orders affected.
 
8.    價格政策 Price policy
 8.1價格將在2009年的價格的基礎下調3%。 公司有權自行決定，改變適用于該產品的價格或折扣。 價格變動甲方應提前15天書面通知乙方。通知后的生效價格將適用于此前簽訂的所有訂單。價格表（已含5%折扣）見本協(xié)議附表B。
 The price will be floated downward 3% on the base of the price list issued in 2009. Company reserves the right, in its sole discretion, to change prices or discounts applicable to the Products. Company shall give written notice to Distributor of any price change at least 15 days prior to the effective date thereof. The price in effect as of the date of Distributor's receipt of notice of such price change shall remain applicable to all orders received by Company prior to that effective date. The pricelist (which already contains the 3% discount) is part of this Agreement as Exhibit B.
 
 8.2 協(xié)議期間如甲方變動價格，應賠償給乙方的部分如下：
During the agreement period, if part A changes the pricelist, Part A should compensate Part B as follows:
 
 8.2.1如果價格下調，如果乙方已支付， 但還沒有收到貨物，甲方將補償這部分因價格變動而產生的差額。余額將在今后訂單中扣除。
If prices are going down, If Part B has paid but not receive goods, the balance will be compensated in next order in the form of payment for goods.
 
 8.2.2如果價格上漲，甲方不得對乙方訂下的訂單有價格更改。
 If prices are going up, Part A should not change the price for the order which Part B already placed.
 
9.      獎金 Bonus
9.1. 在前6個月（評估期間）， 如果乙方能夠完成銷售目標（第六條），而且完成全年的目標，甲方將按裝運量所開具的發(fā)票總金額的2%作為乙方獎金。
 In the first 6 months (assessment period), if part B meets the Sales target (in Artice 6) and also reaches the target for the whole year, Party A shall pay Party B 2 % of total aggregate amount of the invoice value against the shipments effected as bonus.
 
9.2 在首個6月（評估期間），如果乙方因不可抗力或者特殊因素，不能完成銷售目標，然而雙方通過商議后，仍然繼續(xù)合作，甲方仍需付給乙方按裝運量所開具的發(fā)票總金額的2%作為獎金，前提條件是，乙方完成了整年的銷售目標。
 If in the first 6 months (assessment period) Part B can’t meet the sales target because of some unavoidable and special factors, however both parties still continue the contract after negotiating, Part A shall still pay Part B 2% of total aggregate amount of the invoice value against the shipments effected as bonus with the precondition of Party B meets the targeted sales volume for the whole year.
 
10.   訂單提交與確認 Placing and Confirmation of Orders
每份訂單應注明產品的編號和數量。
Each order for Products issued by Part B to Part A under this Agreement shall identify that it is an order and shall further set forth the description (product number) and quantity of Products which are to be delivered.
 
乙方依據此條款和條件提交給甲方的訂單自動適用本協(xié)議條款，而不受任何相關的后來交換文件的沖突或附加條款的約束。
The individual contracts for the sale of Products formed by Part B's submission of orders to Part A pursuant to the terms and conditions hereof shall automatically incorporate, to the extent applicable, the terms and conditions hereof, shall be subject only to those terms and conditions (together with all terms in orders which are contemplated by this Agreement) and shall not be subject to any conflicting or additional terms included in any documents exchanged in connection therewith.
 
訂單應該是書面的。收到訂單后，甲方評定訂單，在兩個工作日內發(fā)送訂單書面確認，包括訂單的預計發(fā)貨時間。甲方有責任承諾交期，如果拖延，甲方必須付給乙方因拖延造成的額外費用。本協(xié)議所涉及的貨物數量、價格、裝運事宜在各個交易中由雙方分別約定。
Orders should be placed in writing. After receiving of the placed order, Part A evaluates the order and sends a written order confirmation within 2 working days with the expected shipping time of the order. Part A is responsible for the promised shipping time, and in case of the delay, Part A has to pay all additional costs of Part B caused by the delay (with the exception of Vis Maior oulined in Article XX). The quantities, prices and shipment of the Products stated in this agreement shall be confirmed separately in each transaction, the particulars of each order should be specified in the Sales Confirmation signed by two parties here to.
 
11.   包裝 Packing
甲方根據其的標準包裝程序自費包裝產品。包裝必須適于運輸。但如果乙方要求更改包裝，甲方要按照要求修改，乙方將承擔甲方合理的因按乙方要求而超出的費用。
Part A shall, at its expense, pack all Products in accordance with Part A’s standard packing procedure, which shall be suitable to permit shipment of the Products to the Territory; provided, however, that if Part B requests a modification of those procedures, Part A shall make the requested modification and Part B shall bear any reasonable expenses incurred by Part A in complying with such modified procedures which are in excess of the expenses which Part A would have incurred in following its standard procedures.
 
12.   交付：所有權和損失的風險 Delivery: title and risk of loss
所有按照雙方協(xié)議的產品交付，按照FOB 深圳條件交貨。貨物所有權以及從甲方到乙方的風險轉移均在這個地點，乙方有責任安排產品的運輸，但是如果乙方要求甲方協(xié)助排，甲方應予以協(xié)助。如果乙方安排運輸途中的保險，而這些保險從裝運港就開始生效的。甲方需按要求協(xié)助乙方完成運輸，乙方應向甲方支付所有由此產生的合理費用，包括，但不限于保險，運輸，裝貨，卸貨，處理和儲存。乙方需付所有的費用，包括關稅，營業(yè)稅，貨物交付承運人或者貨代的費用。
如果甲方安排運輸，乙方應在收貨后5日內書面向甲方通告貨物損壞情況。
All deliveries of Products sold by Part A to Part B pursuant to this Agreement shall be made F.O.B Shenzhen . the Delivery Point, and title to and risk of loss of Products shall pass from Part A to Part B at that Point. Part B shall be responsible for arranging all transportation of Products, but if requested by Part B, Part A shall, at Part B's expense, assist Part B in making such arrangements. Part B shall also procure insurance for the transportation of the Products, and such insurance shall be of a kind and on terms current at the port of shipment. In the event that Part A is requested to assist Part B in arranging for transportation, Part B shall reimburse Part A for all costs applicable to the Products following their delivery to Part B, including, without limitation, insurance, transportation, loading and unloading, handling and storage. Part B shall pay all charges, including customs duty and sales tax, incurred with respect to the Products following their Delivery to the carrier or forwarder.
If the shipping agent is consigned by Part A, Part B should send written notice about any damage to Part A within 5 days after receiving the cargo. Part A will exchange the goods in first time to Part B. Otherwise Part A will deem Part B has accepted the cargo.
 
13.   驗收Inspection and acceptance
收到貨物后，經銷商需要檢查貨物以確認在運輸途中有無缺陷，或者損害。在接到貨物的5天內，經銷商需要以書面的形式通知公司在運輸途中造成的短缺，缺陷或者損害。在收到通知的5天內，公司調查索賠的短缺、不合格品或損害，并將調查結果通知經銷商，向經銷商提供產品，取代所有在運輸途中因短缺，缺失和損害的產品。
Promptly upon the receipt of a shipment of Products, Distributor shall examine the shipment to determine whether any item or items included in the shipment are in short supply, defective or damaged. Within 5 days of receipt of the shipment, Distributor shall notify Company in writing of any shortages, defects or damage which Distributor claims existed at the time of delivery. Within 5 days after the receipt of such notice, Company will investigate the claim of shortages, defects or damage, inform Distributor of its findings, and deliver to Distributor Products to replace any which Company determines, in its sole discretion, were in short supply, defective or damaged at the time of delivery.
 
14.   付款 Payment
 14.1乙方在訂單確認前及收到甲方簽章的正式發(fā)票之后，電匯（T/T）100%的貨款給甲方；
15.1. Generally, Part B has to pay 100% T/T in advance before order confirmation but after Part B received the signed and stamped Pro Forma Invoice of the order by Part A.
 
 14.2如果訂單總額為20 000美元以上，乙方預先支付訂金30%，余款在發(fā)貨前支付。
 款項由美元支付至甲方指定的銀行賬戶；乙方有權在收貨后付款，但應通過甲方認可的銀行開立不低于5萬美元的不可撤銷信用證，以甲方為受益人。甲方在收到信用證之后發(fā)貨。
15.2. If the total amount of the order is over USD 20,000, Part B has to pay 30% of this total amount T/T in advance as deposit, and the balance is payable before shipment.
Payment shall be made in US Dollars to a bank account to be notified in writing by Company to Distributor. Part B has the right not to make the payment before receiving the products but to cause an irrevocable confirmed letter of credit to be issued by a financial institution satisfactory to Part A which the total amount is up to 50 000$, in favor of Part A. Part A accepts this letter of credit as payment and ships the Products to Part B upon reception of such letter of credit.
 
15.   廣告 Advertisement
 分銷商有權對產品銷售做宣傳，以便更好的銷售產品。分銷商可以使用甲方注冊的商標。
Distributor shall be entitled, during the term of the distributorship created by this Agreement and any extension thereof, to advertise and hold itself out as an authorized Distributor of the Products. At all times during the term of the distributorship created by this Agreement and any extension thereof, Distributor can use the Trademarks in all advertisements and other activities conducted by Distributor to promote the sale of the Products.
 
乙方有權推廣和銷售自有品牌的產品。
Part B has the right to promote and sell the Products under its own brand name.
 
 在合約期內，甲方提供乙方免費開發(fā)市場的促銷禮品。禮品名單詳見附表C。
Part A will offer the promotion gifts in free for Party B’s opening market during agreement period. The exact list of these gifts is attached to this Agreement as Exhibit C.
 
16.   技術協(xié)助 Technical Assistance
協(xié)議簽署后甲方應盡快向乙方提供產品資料、材料、使用手冊和其它必要的文件以及其它的產品技術支持。 在合同期間和延長期間甲方應繼續(xù)向乙方提供技術協(xié)助。
As promptly as practicable after execution of the Agreement, Company shall transmit to Distributor information, materials, manuals and other technical documents in an editable form necessary to enable Distributor to perform its obligations under this Agreement. Throughout the term of this Agreement and any extension thereof, Company shall continue to give Distributor such technical assistance as Distributor may reasonably request.
 
17.   保修 Warranty
 產品保證期從安裝之日起為期3年。
 Products are warranted for 3 years from the date of the installation.
 
 如果產品出現質量問題，乙方將產品退給甲方，甲方需盡快維修或做新的產品給乙方。 如果光源的亮度明顯低于保證標準，甲方還應解決有關問題。 如果在一個經銷區(qū)域內出現大量不合格產品情況，甲方應予以更換產品。
The faulty unit should be returned by Party B and replaced by Party A to return as quickly as possible, possibly fixed. If the brightness of light sources fall significantly below the guarantee, Party A will also need to improve the problem. In the event, when the volume of business due to the large volume of failures occur at one location, then Party A has to send a replacement, then returned after they received the wrong items.
 
18.   市場情況報告 Reports on Market Conditions
 為了使甲方及時了解當時的市場情況，乙方應至少每季度或隨時向甲方通報市場有關的地方性法規(guī)的變化在進口和銷售有關的情況， 必要對本協(xié)議所涉及的商品，當地市場的趨勢和優(yōu)質買家的意見。乙方還應提供其他類似產品的供應商的價格和同類產品的廣告材料給甲方。
In order to keep Party A well informed of the prevailing market conditions, Party B should undertake to supply Party A, at least once a quarter or at any time when necessary with market reports concerning changes of the local regulations in connection with the import and sales of the commodity covered by this agreement, local market tendency and buyers comments on quality, packing, price, etc. of the goods supply by Party A under this agreement. Party B shall also supply Party A with quotations and advertising materials on similar products of other supplier.
 
19.   知識產權 Intellectual Property Rights
 乙方可使用由甲方擁有商標，以用于的LED產品的銷售中，如果發(fā)現所使用的或包含的r任何專利、商標、著作權或其他知識產權的問題，乙方應及時通知并協(xié)助甲方采取措施保護甲方的權利。
Party B may use the trade-marks owned by Party A for the sale of the LED lighting products covered herein within the validity of this agreement, and shall acknowledge that all patents, trademarks, copy rights or any other intellectual property rights used or embodied in be found, Party B shall promptly notify and assist Party A to take steps to protect the Party A`s rights.
 
20.   不可抗力 Force Majeure
 任何一方均不承擔因水災、地震、旱災、戰(zhàn)爭或任何無法預測、控制、避免或克服的事件而導致的不能履行義務的責任。相關方在事件發(fā)生后15日內書面提供有關部門的證明。
 Either party shall not be held responsible for failure or delay to perform all or any part of this agreement due to flood, fire, earthquake, draught, war or any other events which could not be predicted, controlled, avoided or overcome by the relative party of its occurrence in writing as soon as possible and thereafter send a certificate of the event issued relevant authorities to the other party within 15 days after its occurrence.
 
21.   全部協(xié)議 Entire Agreement
 本協(xié)定包含各方的全部理解，不存在除本協(xié)議之外的承諾，協(xié)議，或當事人之間的其他諒解。本協(xié)議不得變更、放棄，修改，但經雙方簽署和公證的變更例外。
 This Agreement contains the entire understanding of the parties and there are no commitments,  agreements, or understandings between the parties other than those expressly set forth herein. This agreement shall not be altered, waived, modified, or amended except in writing signed by the parties hereto and notarized.
 
22.   仲裁 Arbitration
 在履行本協(xié)議過程中所有糾紛應通過友好協(xié)商解決。 如果協(xié)商無果，則將爭議提交中國國際經濟貿易仲裁委員會（深圳）按照該會規(guī)則予以仲裁。該仲裁裁決是終局的， 對雙方具有約束力。如果本協(xié)議有外文譯本，則應以英文版本為準。
 All disputes arising from the performance of this agreement shall be settled through friendly negotiation. Should no settlement be reached through negotiation, the case shall then be submitted for arbitration to the China International Economic and Trade Arbitration Commission (Shenzhen) and the rules of this Commission shall be applied. The award of the arbitration shall be final and binding upon both parties. If there is a foreign language translation of this Agreement, the English version shall be the governing language.
 
23.   通知     Notices
 依照本協(xié)議發(fā)出的任何通知應以書面形式做出，以下情形應被視為已送達或交付
All notices and other communications required or permitted hereunder shall be in writing and shall be deemed to have been served or delivered
 
1.    親自送達或交付給對方當事人;或
 when personally served or delivered to one party by the serving or delivering party; or
 
2  當存放在郵件中，給對方送達的預付郵資的郵件;或
 when deposited in the mail, postage prepaid by the serving or delivering party addressed to the other party; or
 
3  在通過電子郵件和接收方發(fā)送確認已收到通知。
 when sent by e-mail and the receiving party had confirmed to have received the notice.
 
 甲方：  （簽字/蓋章）：                  乙方：（簽字/蓋章）：
 Party A:  (Signature/Chop):                Party B: (Signature/Chop):