PULSESUZHOU–PULSEHVTAPSDISTRIBUTION.docVIP

PULSE SUZHOU – PULSE HVT APS DISTRIBUTION AGREEMENT 苏州PULSE公司与芬兰PULSE公司的APS销售协议 THIS DISTRIBUTORSHIP AGREEMENT (this “Agreement”) is made and entered into as of April 1, 2009, by and between PULSE (SUZHOU) WIRELESS PRODUCTS CO., LTD., a corporation organized and existing under the laws of China (hereinafter referred to as “MANUFACTURER”), and PULSE HVT APS, a company organized and existing under the laws of Denmark (hereinafter referred to as “DISTRIBUTOR”). 本销售协议（以下简称“本协议”）由苏州PULSE无线设备有限公司（以下简称“生产商”）与芬兰PULSE公司（以下简称“销售商”）于2009年4月1日共同订立，前者依中国法律成立和经营，后者依荷兰法律成立和经营。 NOW, THEREFORE, in consideration of the mutual promises herein contained and intending to be legally bound hereby, MANUFACTURER and DISTRIBUTOR agree as follows: 因此，生产商与销售商互相承诺并依法达成协议如下： APPOINTMENT指派 Subject to the terms stated herein, MANUFACTURER appoints DISTRIBUTOR, and DISTRIBUTOR hereby accepts such appointment, as MANUFACTURER’S authorized distributor for the Products in the Territory (as defined in Section 3 below).据此条款声明，销售商由生产商指派，此销售商接受委派，成为生产商在本地区内的产品授权销售商（将于后面第三部分说明）。 The relationship of MANUFACTURER and DISTRIBUTOR established by this Agreement is that of independent contractors, and nothing contained in this Agreement shall be construed to give either party the power to direct and control the day-to-day activities of the other, or constitute the parties as partners, joint ventures, co-owners or otherwise as participants in a joint or common undertaking. 此关系是由生产商与销售商作为独立订约人，在本协议基础上建立起来的。任务一方，都无权以条款为由，指导和控制对方日常活动；或者与擅自对方成为合伙人、合资者、业权共有人或者是其它具有联合或共有性质的关系。DISTRIBUTOR, its agents and employees are not the representative of MANUFACTURER for any purpose except as expressly set forth in the Agreement, and they have no power or authority as agent, employee or in any other capacity to represent, act for, bind, or otherwise create or assume any obligation on behalf of MANUFACTURER for any purpose whatsoever. All financial obligations associated with DISTRIBUTOR’S business are the sole responsibility