6.18 Act as principal
In all correspondence and other dealings relating directly or indirectly to the sale or other dispositions of the Products clearly to indicate that it is acting as principal
7 Termination
This Agreement shall terminate:
7.1 Time
On the Expiry Date or pursuant to clause [5.6] of this Agreement
7.2 Low orders
In the event that the Minimum Annual Performance is not achieved at any time subject to clause [8.2] of this Agreement.
7.3 Fundamental breach
On the occurrence of any of the following events which are fundamental breaches of this Agreement:
7.3.1 failure to comply with the terms of any Default Notice as defined in clause [8.2] within the time stipulated
7.3.2 infringement of the Rights
7.3.3 unfair price quotation from the Principal and/or the Principal’s agent
7.4 Insolvency
If the Distributor goes into liquidation either compulsory or voluntary (save for the purpose of reconstruction or amalgamation) or if a receiver is appointed in respect of the whole or any part of its assets or if the Distributor makes an assignment for the benefit of or composition with its creditors generally or threatens to do any of these things or any judgment is made against the Distributor or any similar occurrence under any jurisdiction affects the Distributor
8 Termination consequences
8.1. Compensation for termination
8.1.1 In case of termination of this Agreement pursuant to clause 7.3.2 the Distributor shall be entitled to receive compensation amounting to $ 500 000 [five hundred thousand US Dollars]
8.1.2 The compensation shall be paid to the Distributor not later than 15 days after the date of termination
8.2 Default notice
In the event of a breach by any party of any of the provisions of this Agreement other than a fundamental breach specified in Clause [7.3] the other party may serve notice requiring the breach to be remedied within a reasonable time stipulated in that notice but nothing in this clause shall require the party to serve notice of any breach before taking action in respect of it l expenses of and incidental to the carrying on of the Business

8.3 Existing rights
The expiry or termination of this Agreement shall be without prejudice to any rights, which have already accrued, to either of the parties under this Agreement
9 Miscellaneous
9.1 Warranty
Each of the parties warrants its power to enter into this Agreement and has obtained all necessary approvals to do so
9.2 The Distributor warrants that it is not at the time of entering into this Agreement insolvent and knows of no circumstance which would entitle any creditor to appoint a receiver or to petition for winding up or to exercise any other rights over or against its assets
9.3 Force majeure
Both parties will be released from their respective obligations in the event of national emergency, war, prohibitive governmental regulations or if any other cause beyond the reasonable control of the parties renders performance of the Agreement impossible.
9.4 Severance
In the event that any provision of this Agreement is declared by any judicial or other competent authority to be void, voidable, illegal or otherwise unenforceable the parties shall amend that provision in such reasonable manner as achieves the intention of the parties without illegality or the remaining provisions of this Agreement shall remain in full force and effect unless each of the parties at its own discretion decides that the effect of such declaration is to defeat the original intention of the parties in which event the said party shall be entitled to terminate this Agreement by 60 days' notice to the other parties and the provisions of clause [8] shall apply accordingly
9.5 Whole agreement
The Distributor acknowledges that this Agreement contains the whole agreement between the parties and it has not relied upon any oral or written representations made to it by the Principal, the Principal’s agent or their employees or agents and has made its own independent investigations into all matters relevant to the Business
9.6 Supersedes prior agreements
This Agreement supersedes any prior agreement between the parties whether written or oral and any such prior agreements are cancelled as at the Commencement Date but without prejudice to any rights which have already accrued to either of the parties

9.7 Change of address
Each of the parties shall give notice to the other of change or acquisition of any address or telephone telex or similar number as soon as practicable and in any event within 48 hours of such change or acquisition
9.8 Notices
Any notice to be served on either of the parties by the other shall be sent by prepaid recorded delivery or registered post or by telex or by electronic mail and shall be deemed to have been received by the addressee within 72 hours of posting or 24 hours if sent by telex or by electronic mail to the correct telex number (with correct answerback) or correct electronic mail number of the addressee
9.9 Joint and several
All agreements on the part of either of the parties which comprises more than one person or entity shall be joint and several and the neuter singular gender throughout this Agreement shall include all genders and the plural and the successors in title to the parties
9.10 No partnership
The parties are not partners or joint venturers nor is the Distributor able to act as agent of the Principal save as authorised by this Agreement
9.11 Proper law and jurisdiction
9.11.1 This Agreement shall be governed by the substantive law of the Republic of Bulgaria in every particular including formation and interpretation and shall be deemed to have been made in Bulgaria
9.11.2 Any disputes from this agreement or concerning disputes arising from or concerning its interpretation, invalidity, non-performance or termination, as well as disputes filling gaps in the agreement or its adaptation to newly arisen circumstances, shall be settled by the Arbitration Court at ……Chamber of Commerce and Industry in accordance with its Rules for Cases Based on Arbitration Agreements.
9.11.3 The Arbitration Court shall consist of five arbitrators – one nominated by the Principal, one nominated by the Principal’s agent, one nominated by the Distributor and two to be elected by the three nominee arbitrators unanimously

9.11.4 The language of the Arbitration proceedings shall be English.
9.11.5 Any notice of proceedings or other notices in connection with or which would give effect to any such proceedings may without prejudice to any other method of service be served on any party in accordance with clause [9.12]
9.11.6 The decision of the Arbitration Court shall be final and binding upon the parties.
9.11.7 The expenses for the arbitration shall be borne by the losing party and in case of joint liability shall be evenly distributed among the parties.
9.12 Survival of terms
No term shall survive expiry or termination of this Agreement unless expressly provided
9.13 Waiver
The failure by the Principal to enforce at any time or for any period any one or more of the terms or conditions of this Agreement shall not be a waiver of them or of the right at any time subsequently to enforce all terms and conditions of this Agreement
9.14 Costs
Each of the parties shall pay the costs and expenses incurred by it in connection with this Agreement unless otherwise expressly provided in this Agreement.
9.15 Acceptance and delivery
9.15.1 Acceptance
Orders shall be regarded as provisionally accepted to the extent notified in writing by the Principal, whereas such acceptance shall not be unreasonably withheld
9.15.2 Shipping dates
Shipping dates and estimates of time of arrival shall be the last available or known to the Principal and shall not be of the essence of this Agreement
9.15.3 Carriage
The Principal shall as agent for the Distributor if requested contract on the usual terms for the carriage of the Consignment to its destination which may be the Territory by the usual route for such destination by a suitable means of transportation whether by land, sea or air or if necessary a combination of land sea and air and the Principal shall pay freight charges if obliged to as per the terms of the specific sales contract.
9.15.4 Insurance
The Principal as agent for the Distributor if requested shall effect in transferable form a policy of insurance again9.15.5 Certificates of origin and other documentation
9.15.5.1 The Principal shall at its own expense obtain for the Distributor any certificates of origin, consular invoices or other documents the Distributor may require
9.15.5.2 The Principal shall render to the Distributor at the latter's request, risk and expense every assistance in obtaining any documents other than those mentioned in clause [9.15.5.1] which the Distributor may require for the importation of the Consignment into the country of destination (and where necessary its passage in transit through another country)
9.15.5.3 It shall be the Principal's agent responsibility to obtain any necessary licence for the export of the Consignment to the country of destination
9.16 Packing for delivery and risk in transit
9.16.1 Unless otherwise requested the Principal shall pack the Consignment in a manner reasonably suitable for safe transportation to the Territory
9.16.2 The Principal and/or the Principal’s agent shall at the request of the Distributor pack any Consignment in any special way reasonably required for delivery to any destination within the Territory designated by the Distributor and shall arrange freight and insurance to such destination as agent for the Distributor
9.17 Defective Consignment
9.17.1 If the Distributor notifies the Principal of any defect in a Consignment upon arrival the Principal shall be entitled to take all necessary steps to ascertain the cause of the defect and in the event that the Principal shall determine that the defects are inherent or due to loss or damage occurring before the risk of loss or damage passed to the Distributor the Distributor will co-operate with the Principal in taking whatever steps are necessary to bring the Consignment up to specification
9.17.2 Each Consignment of the Products, which the Principal shall make, shall be regarded as a separate contract of sale and no single default in a Consignment shall give grounds for termination by the Distributor st the risks involved in transporting the Consignment to its destination

10 Counterparts
This agreement may be executed in any number of counterparts and all of such counterparts taken together shall be deemed to constitute one and the same instrument.
IN WITNESS whereof the parties hereto have caused this agreement to be duly executed on the date written above.
Executed as a deed (but not delivered until the date hereof) and the common seal of ……. Ltd., PR of China affixed in the presence of:
......................................
, Director
Executed as a deed (but not delivered until the date hereof) and the common seal of ……. Ltd., PR of China affixed in the presence of:
......................................
, Director

Signed as a deed and Delivered (but not until the date hereof) and the common seal of in the presence of:
......................................