General Drafting Notes Sample Clauses

General Drafting Notes. This template has been drafted in contemplation of a distribution arrangement with the following characteristics (and thus may not be appropriate in this form without applicable substantive modifications for transactions with different characteristics): (a) The Supplier is a foreign manufacturer. (b) The Distributor is a domestic Chinese legal person with import-export trade and distribution authority (so no separate import-export company is required to be a party hereto). (c) This is a buy-sell distribution arrangement under which Distributor purchases and takes title to the Product and then resells the Products to end customers or second-tier distributors (if permitted) without adding value to the Products. (Thus, this is not a sales agency, franchise, component supply, value-added reseller, systems integration or other similar arrangement.) (d) The Products do not include software. (e) The Products require no installation. (f) It is assumed that the Distributor can and will provide repair services. (g) The Supplier is to provide Standard Conditions of Sale (Annex 2). (h) The user is acting for the Supplier (and thus this template is drafted in a manner favorable to the Supplier).