Distribution Agreement

This Distribution Agreement ("Agreement") is made and entered into by and between Party A ("Supplier") and Party B ("Distributor") based on the principles of voluntariness, equality, and mutual benefit. After thorough business negotiations, Party A and Party B have agreed to the following terms for the distribution of Party A's Battery Strapping Tool series products /pallet strapping machine by Party B:

I. Obligations of Party A

1. Exclusive Agency: Party A is the supplier of the Battery Strapping Tool series products/ pallet strapping machine and agrees to appoint Party B as the exclusive agent for the sales of its products in [specified countries/regions].

2. Exclusivity: Both parties guarantee that from the date of signing this Agreement, Party A will no longer sell its products to any other company in the specified region. If companies in the area directly contact Party A, Party A shall promptly forward the potential customer information to Party B for follow-up.

3. Supply and Support: Party A shall ensure priority supply to Party B and provide necessary technical documents, breakdown diagrams, promotional materials, pricing, changes, improvements, information on new products, and spare parts.

4. Pricing: Party A shall supply the goods to Party B at the ex-factory price (EXW).

5. Compliance and Quality Assurance: Party A shall provide products that comply with CE standards. If Party B finds any product quality issues, Party B has the right to request a replacement, and the cost shall be borne by Party A.

6. Warranty: Party A promises a one-year warranty period for its products, covering maintenance and after-sales service during the warranty period. Party A provides repair technology and free accessory support as detailed in the warranty instructions in the manual.

• A. Wearing parts are not covered by the warranty unless there are quality issues.

• B. During the warranty period, Party A shall provide comprehensive technical support and training to Party B, either at Party A's location or online. If training is conducted at Party B's location, relevant fees shall be charged separately by Party A.

• C. To prevent downtime due to a lack of spare parts, Party A suggests Party B purchase additional accessories when placing orders.

• D. For each replacement due to customer complaints, Party A will make up for it free of charge in the next order. Party B should provide detailed problem descriptions, photos/videos, and machine nameplate information within 48 hours of the customer complaint.

7. Delivery: Party A must strictly comply with the agreed delivery time for each order. Party B must make full payment before shipping the goods from the factory.

II. Obligations of Party B

1. Promotion and Sales: As the exclusive distributor of Party A, Party B will make every effort to promote and sell Party A's products.

2. Geographical Sales: If Party B intends to sell products outside the specified region, it must first notify Party A and obtain consent.

3. Sales Targets: Party B promises to sell at least 15 units in the first year from the date of signing this Agreement.

4. Product Models: The product models are determined by the order contract and receipt, with the final receipt prevailing.

5. Transportation Costs: As Party A provides the goods on EXW terms, Party B is responsible for all transportation costs from the factory to Party B's warehouse. Any changes to trade terms will be discussed and agreed upon in specific orders.

6. Acceptance of Goods: If Party B finds any loss or defect in the goods during acceptance, it shall immediately note this on the receipt, take photos as evidence, and have the delivery department sign. Party B must provide relevant documents to Party A within 24 hours. Failure to do so will be considered normal acceptance by Party B.

7. Payment Terms: Party B shall prepay at least 50% of the payment for each order into Party A's account. The remaining balance shall be paid after manufacturing is completed and upon confirmation of on-site or video inspection by Party B before shipment.

III. Special Rights of Party B

1. Factory Price: As an exclusive distributor, Party B can enjoy a factory price of [specified amount]. Prices are based on the USD to RMB exchange rate of 1:7.1. If the exchange rate changes by more than 5%, the price will be adjusted accordingly.

2. Post-Agreement Support: If the agency contract is not renewed, Party B can still enjoy accessories and after-sales support until the warranty period ends.

IV. Modification and Termination of Contract

1. Modification: Both parties may modify the Agreement through mutual consent.

2. Termination by Party A: If Party B fails to meet the sales target of 20-50 units per month for three consecutive months and fails to provide a sales plan or feedback within one week, Party A may consider Party B to have automatically terminated this Agreement.

3. Termination by Party B: If Party A fails to fulfill its obligations, comply with CE standards, or provide necessary sales documents, Party B may terminate this Agreement.

4. Renewal: Upon the expiration of this Agreement, both parties shall negotiate its renewal. Party B has the priority to renew this Agreement.

V. Breach of Contract and Liability

1. Acts Constituting Breach: Party A may suspend or terminate this Agreement if Party B:

• Sells Party A's products outside the agreed area without consent.

• Violates settlement rules and fails to pay for the goods.

• Encounters significant operational difficulties, such as contracting with competitors or bankruptcy.

2. Dispute Resolution: Disputes arising from this Agreement shall be resolved through friendly negotiations. If negotiations fail, parties may apply for arbitration or commercial court resolution at Party A's location.

VI. Supplementary Provisions

1. Validity: This Agreement is valid for three years from the date of signing.

2. Uncovered Issues: Any issues not covered can be negotiated amicably.

3. Copies and Effectiveness: This Agreement is made in duplicate, with one copy for each party. It shall come into effect after being signed and stamped. In case of differences in understanding, the English version prevails.

This Agreement is executed by the duly authorized representatives of the parties on the dates indicated below.

Party A:

Signature: _____________________
Name: _________________________
Title: __________________________
Date: __________________________

Party B:

Signature: _____________________
Name: _________________________
Title: __________________________
Date: __________________________