This agreement is made and entered into by and between the parties concerned on September 20,1992 in Qingdao, China on the basis of equality and mutual benefit to develop business on terms and conditions mutually agreed upon as follow:
1. 协议双方 The Parties Concerned
甲方：青岛宏达实业有限公司
地址：中国青岛瞿塘峡路25号
电话：(0532)2877932
传真：(0532)2876415
Party A: Qingdao Hongda Industrial Co., Ltd.
Add: 25 Qutangxia Road, Qingdao, China
Tel: (0532)2877932
Fax: (0532)2876415
乙方：华兴贸易私人有限公司
地址：新加坡滑铁卢街126号(0718)
电话：3366436
传真：3397862
Party B: Huaxing Trading Company (Pte) Ltd.
Add: 126 Waterloo Street, Singapore 0718
Tel: 3366436
Fax: 3397862
2. 委任 Appointment
甲方指定乙方为其独家代理，为第三条所列商品从第四条所列区域的顾客中招揽订单，乙方接受上述委任。
Party A hereby appoints Party B as its Exclusive Agent to solicit orders for the commodity stipulate in Article 3 from customers in the territory stipulated in Article 4, and Party B accepts and assumes such appointment.
3. 代理商品 Commodity
“金鱼”牌洗衣机。“Golden Fish” Brand Washing Machines
4. 代理区域 Territory
仅限于新加坡 In Singapore only
5. 最低业务量 Minimum turnover
乙方同意，在本协议有效期内从上述代理区域内的顾客处招揽的上述商品的订单价值不低于10万美元。
Party B shall undertake to solicit orders for the above commodity from customers in the above territory during the effective period of this agreement for not less than USD 100,000,00.
6. 价格与支付 Price and Payment
每一笔交易的货物价格应由乙方与买主通过谈判确定，并须经甲方最后确认。
The price for each individual transaction shall be fixed through negotiations between Party B and the buyer, and subject to Party A's final confirmation.
付款使用保兑的、不可撤销的信用证，由买方开出，以甲方为受益人。信用证须在装运日期前15天到达甲方。
Payment shall be made by confirmed, irrevocable L/C opened by the buyer in favor of Party A, which shall reach Party A 15 days before the date of shipment.
In consideration of the exclusive rights granted herein, Party A shall not, directly or indirectly, sell or export the commodity stipulated in Article 4 to customers in Singapore through channels other than Party B; Party B shall not sell, distribute or promote the sales of any products competitive with or similar to the above commodity in Singapore and shall not solicit or accept orders for the purpose of selling them outside Singapore. Party A shall refer to Party B any enquiries or orders for the commodity in question received by Party A from other firms in Singapore during the validity of this agreement.
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 the buyer's comments on quality, packing, price, etc. of the goods supplied by Party A under this agreement. Party B shall also supply party A with quotations and advertising materials on similar products of other suppliers.
Party A shall bear all expenses for advertising and publicity in connection with the commodity in question in Singapore within the validity of this agreement, and shall submit to Party A all audio and video materials intended for advertising for prior approval.
Party A shall pay Party B a commission of 5% on the net invoiced selling price on all orders directly obtained by Party B and accepted by party A. No commission shall be paid until Party A receives the full payment for each order.
11. 政府部门间的交易 Transactions Between Governmental Bodies
Transactions between governmental bodies of Party A and Party B shall not be restricted by the terms and conditions of this agreement, nor shall the amount of such transactions be counted as part of the turnover stipulated in Article 5.
Party B may use the trade-marks owned by Party A for the sale of the Washing Machines covered herein within the validity of this agreement, and shall acknowledge that all patents, trademarks, copy rights or any other industrial property rights used or embodied in the Washing Machines shall remain to be the sole properties of Party A. Should any infringement be found, Party B shall promptly notify and assist Party A to take steps to protect the latter's rights.
This agreement, when duly signed by the both parties concerned, shall remain in force for 12 months from October 1, 1992 to September 30,1993, and it shall be extended for another 12 months upon expiration unless notice in writing is given to the contrary.
14. 协议的终止 Termination
在本协议有效期内，如果一方被发现违背协议条款，另一方有权终止协议。
During the validity of this agreement, if either of the two parties is found to have violated the stipulations herein, the other party has the right to terminate this agreement.
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. However, the party affected by the event of Force Majeure shall inform the other party of its occurrence in writing as soon as possible and thereafter send a certificate of the event issued by the relevant authorities to the other party within 15 days after its occurrence.
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 (Beijing) and the rules of this Commission shall be applied. The award of the arbitration shall be final and binding upon both parties.
甲方: 青岛宏达实业限公司 乙方：华兴贸易私人有限公司
（签字） （签字）
Party A: Qingdao Hongda Industrial Co., Ltd Party B: Huaxing Trading Company (Pte), Ltd.
