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Recitals: Dealer Agreement Between Construction LLC and Chcnav
Recitals: Dealer Agreement Between Construction LLC and Chcnav
Recitals: Dealer Agreement Between Construction LLC and Chcnav
The present Dealer agreement ("Agreement") is entered into by and between Shanghai HuaCe Navigation Technology
Ltd. a Chinese corporation and having its registered office at 577 Songying Road, Building C, Shanghai, 201703, China;
hereinafter referred to as « CHCNAV»
AND
Construction LLC an Armenia corporation having its registered office at Armenia, Norashen district, h.37, ap.57;
hereinafter referred to as «Dealer»
CHCNAV and Dealer being hereinafter referred to individually as "Party" and collectively as "Parties".
RECITALS
WHEREAS CHCNAV is a company having experience and capacities in the field of GPS/GNSS-based Solutions for the
Geospatial professional market.
WHEREAS CHCNAV and his Affiliates design, manufacture and sell such Products throughout the entire world.
WHEREAS CHCNAV is willing to have Construction LLC as a non-exclusive dealer of CHCNAV's Products in the Territory in
the Market Segment to enhance the sale of such Products;
WHEREAS Construction LLC declares that it has knowledge of the Product and has at its disposal qualified and skilled
personnel for marketing, sales and service;
WHEREAS the Parties have decided to enter into the Agreement for this purpose.
AGREEMENT
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DEALER AGREEMENT BETWEEN CONSTRUCTION LLC AND CHCNAV
right to vote for the election of directors (or other • any other special conditions agreed upon by the
managing authority), of a Party. Parties.
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DEALER AGREEMENT BETWEEN CONSTRUCTION LLC AND CHCNAV
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DEALER AGREEMENT BETWEEN CONSTRUCTION LLC AND CHCNAV
and obtaining all necessary import and export - The Dealer has the right to use or reproduce this
licenses or permits for the re-export of any Products. documentation to produce its’ own technical
Dealer hereby acknowledges and agrees that the manuals or other literature relating to the
Products or Proprietary Information may be subject Products.
to export controls under the laws and regulation of
- The name and trademark of CHCNAV shall not be
the United States, European Union, China or other
removed from texts.
countries from time to time. Under this Agreement,
Dealer shall comply strictly with all legal 10.8 provide without charge a technical training course
requirements concerning the United States, (in the English language) for up to three (3) qualified
European Union, China or other countries Product’s engineers/technicians regarding operation and
export control on any restricted or prohibited maintenance of the Products. This training will be
destination. Each Party agrees that it will not export, provided on CHCNAV’s premises and or in Dealer’s
directly or indirectly, any Proprietary Information premises (travel expenses of the Dealer’s personnel
from the Disclosing Party under this Agreement or to attending training courses shall be borne by the
a location or in a manner that at the time of export Dealer).
requires an export license or other governmental
10.9 provide specific technical assistance for each
approval, without first obtaining the written consent
Product, upon request of the Dealer and under
to do so from the Disclosing Party.
conditions to be defined on a case by case basis.
10. CHCNAV’S OBLIGATIONS
11. PUBLICITY AND DOCUMENTATION
Throughout the term of the Agreement and in addition to
11.1 CHCNAV and Dealer will agree periodically on
the other provisions herein contained CHCNAV shall:
publicity programs and on promotion of the
10.1 give the Dealer a reasonable advance notice that it Products.
will stop manufacture and sale of any of the
11.2 CHCNAV may assist Dealer by sending promotional
Products. Such interruption of marketing shall not
supports for professional expositions or seminars.
give rise to any right of indemnity in favor of the
Dealer. 11.3 Any and all costs for translation in another language
than English shall be borne by Dealer, unless
10.2 give the Dealer a reasonable advance notice in case
otherwise agreed in writing between the Parties.
of delay in the delivery of Products.
CHCNAV shall have the right to use such translation
10.3 give the Dealer a reasonable advance notice prior to and may reproduce it at its own expense for its own
the technical specifications of an existing standard use.
Product being modified or altered,
11.4 CHCNAV and Dealer will agree on the budget
10.4 endeavor to quote as shortly as possible delivery eventually granted by CHCNAV on promotional
time periods for Products, action agreed between the two Parties.
10.5 supply the Dealer, upon its written request, with any 11.5 Dealer will establish and update the name and
relevant commercial and technical information it address of the Client with the name of people
may require, which could have any relevance on the responsible so that CHCNAV can send
competitive situation of the Products inside the documentation to said people.
Territory,
12. CONFIDENTIALITY
10.6 send members of its personnel to visit the Territory
and assist the Dealer in the sale and promotion of The Dealer agrees to keep confidential all technical
the Products as may be reasonably agreed upon information made available to it by CHCNAV, except
between the Parties from time to time, insofar as disclosure is required as a part of the Dealer's
activities hereunder. The Dealer shall also keep
10.7 supply the Dealer, under conditions to be negotiated,
confidential in each case, all information concerning
with such technical and commercial data and
business and marketing plans and strategies of CHCNAV,
literature in English as is reasonably considered
especially the price information to any third party, which
sufficient for such sales promotion in the Territory.
may be disclosed to any third party. Material found in
Technical documentation specifically issued for the
commercial literature shall not be deemed confidential.
Products, including operation manual, installation
The Dealer's obligations under this Article 12 shall survive
and maintenance manual shall be provided to the
until five (5) years after the later of the termination of the
Dealer upon the following conditions:
Agreement.
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DEALER AGREEMENT BETWEEN CONSTRUCTION LLC AND CHCNAV
The Dealer undertakes to cause its sub-Dealers, if any, to exclusive right, non-transferable to another Product, to
be bound by same obligations of confidentiality by use the software. The software may not be reproduced in
written agreement agreeable to CHCNAV. whole or in part and may not be modified without the
prior written consent of CHCNAV. Subject to legal
13. PROPRIETARY INFORMATION provisions, reverse engineering is formally forbidden.
The Receiving Party undertakes on first demand or upon The software used by the Dealer for the Products shall be
expiration or termination of this Agreement to cease the latest release of the software issued by CHCNAV there
using the Proprietary Information and to return or under. New release will be provided by CHCNAV free of
irrevocably destroy (state of the art destruction / erasure) charge in such case they include minor functional
all copies of Proprietary Information reduced to writing improvements. Any new release including substantial
(or other permanent form) and to irrevocably destroy all improvements, modifications or enhancements in
notes and any other written reports or documents which performance or functionality to the software will be
may have been made by the Receiving Party to the extent provided under terms and conditions to be negotiated by
they contain any part of or reference to the Proprietary both parties.
Information in whole or part. Upon request of the
Disclosing Party, the Receiving Party shall certify in writing 15. USE OF NAME AND TRADEMARKS
that such actions have been executed. Notwithstanding
15.1 Dealer shall not use the name, trademarks, trade
the foregoing, the Receiving Party shall be permitted to
names and logos of CHCNAV on any letter headings,
retain such Proprietary Information (i) if authorized in
advertisements, catalogues or otherwise except for
writing by the Disclosing Party, or (ii) if strictly necessary
the purpose of promoting and selling the Products.
to complete any outstanding obligations relating to the
Agreement (thereafter, such Proprietary Information 15.2 Dealer agrees that it shall not acquire hereunder any
shall be returned or irrevocably destroyed as general license or any other right, title or interest in
aforementioned), or (iii) any computer records or files or to any trademark, trade name, website and social
containing such Proprietary Information that have been domain names, copyrights or other intangible
created solely by automatic archiving and back-up property rights of CHCNAV.
procedures, to the extend created and retained in a
15.3 Dealer shall promptly notify CHCNAV, in writing, of
manner consistent with Receiving Party’s standard
any and all infringements, imitations, illegal use or
archiving and back-up procedures and provided that
misuse of the trademarks, trade names and logos of
Receiving Party shall make no further use of such copies.
CHCNAV, patents or other proprietary rights of
In providing Proprietary Information, the Disclosing Party CHCNAV which shall come to Dealer's attention.
makes no representation, warranty, assurance, or
inducement, express or implied, as to its adequacy, 16. IMPORT AND EXPORT TAXES AND DUTIES
sufficiency or freedom from defect of any kind. The
All taxes and duties with respect to the sale of the
Disclosing Party shall not be liable for the use of the
Products by CHCNAV to the Dealer shall be borne by the
Proprietary Information by the Receiving Party.
Parties as described in the Ex Works Incoterm or any
In the course of the Agreement, each Party shall comply other Incoterm agreed upon by the Parties.
with the respective legal requirements regarding data
protection applicable to it, including but not limited to the 17. COMING INTO FORCE – DURATION
GDPR (General Data Protection Regulation) and local data
The Agreement shall come into force at the date of
protection laws and regulations. In particular, the
signature by both Parties. The initial term of this
Disclosing Party shall ensure that information, which is
Agreement shall commence on the effective date hereof
subject to this Agreement, is made available in
and shall continue until termination.
compliance with statutory and contractual requirements
and that any statutory and/or contractual obligations to
18. TERMINATION
inform third parties are fulfilled. Each Party shall defend
the other Party against and hold it harmless from claims 18.1 Termination for convenience: Either Party reserves
of third parties, which are raised against the other Party the right to terminate the Agreement by operation
due to a violation of such obligations. of law or otherwise and without demand, at any
time, and for any or no reason, by giving three (3)
14. SOFTWARE USE months’ notice by registered letter or express
delivery service to the other Party, without any right
Subject to the rights of third parties, all software provided
for the other Party to claim for damages.
to the Dealer with the Product shall remain the exclusive
property of CHCNAV. CHCNAV grants to the Dealer a non-
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DEALER AGREEMENT BETWEEN CONSTRUCTION LLC AND CHCNAV
18.2 Other termination: CHCNAV shall be entitled to which will decide on the terms and conditions
terminate the Agreement by operation of law or applicable for each order on a case by case basis.
otherwise and without demand, without any right
for Dealer to claim for damages, such termination 19. LAW - SETTLEMENT OF DISPUTES
being effective automatically one (1) month after
19.1 The contract shall in all respect be construed and
CHCNAV’s notice by registered letter or express
operated as an English contract in conformity with
delivery service to that effect under any of the
the laws of People’s Republic of China.
following circumstances:
19.2 Any disputes arising front or the connection with the
- upon Dealer's filing of a petition in bankruptcy or
Agreement, which the Parties are unable to
insolvency or upon any adjudication that Dealer
amicably settled within thirty (30) days from notice
is bankrupt or insolvent;
of such dispute by one Party to the other (or such
- upon Dealer's failing in the performance of its other period as may be mutually agreed upon), shall
commitments of Article 9 or Exhibit 4 - Article A; be submitted to the China International Economic
and Trade Arbitration Commission in Shanghai
- upon Dealer's failing in the performance of any
(China) for arbitration which shall be conducted in
other of its commitments under the Agreement
accordance with the Commission’s Arbitration Rules.
(without prejudice to CHCNAV's entitlement for
The arbitral award is final and binding upon both
damages, if any) ; however in this case the notice
parties. The arbitration shall be conducted in the
shall contain a formal notice allowing Dealer to
English language. The award of the arbitrators shall
meet its commitments within such one month
be final and binding, subject to neither appeal nor
delay.
confirmation. Each Party represents that the
18.3 Effect of Termination: arbitration award can be entered and enforced
under its national law in any court of competent
18.3.1 Upon termination of the Agreement, the Dealer
jurisdiction.
shall without delay and at its own costs return all
advertising material, documentation and
20. MISCELLANEOUS
brochures of any kind furnished by CHCNAV.
20.1 Assignment: The Dealer may not assign or transfer
18.3.2 Notwithstanding termination, the relevant
any of its rights and obligations under the
provisions of the Agreement shall remain in
Agreement without the prior written consent of
force and effect to govern Orders entered into
CHCNAV.
force prior to such term or termination until
their full performance, unless cancellation of 20.2 Entire agreement: The Agreement supersedes and
such Orders by CHCNAV as set forth in the above cancels all prior representations, negotiations,
paragraph. commitments, undertakings, communications oral
or written, acceptance, understandings and
18.3.3 In the event of termination of the Agreement the
agreements between the Parties with respect to its
Dealer shall have no claim against CHCNAV to
purpose.
any indemnification, compensation or
consequential damages of any kind whether as a 20.3 Discrepancy: In case of discrepancy between this
result of a loss by the Dealer of present or text and any of its Exhibits, the present text shall
prospective profits, expenditures, investment, prevail.
commitments made in connection with the
20.4 Severability: If any of the provisions of the
Agreement or on account of any other reason or
Agreement is found by an arbitrator, court or other
cause whatsoever.
competent authority to be void or unenforceable,
18.3.4 Upon termination of the Agreement, the Parties such provision shall be deemed deleted from the
may choose to continue their business Agreement and the remaining provisions of the
relationships, without entering into another Agreement shall continue in full force and effect.
distribution agreement. In such a case, it is Should the deleted provision be a substantial one,
expressly understood that either Party shall be the Parties shall meet to mutually agree upon the
relieved from complying with any obligations terms of a mutually satisfactory provision to be
imposed in the Agreement. The relationships substituted for the deleted one.
between CHCNAV and the Dealer will not be that
20.5 Amendment: The Agreement shall not be modified
of a supplier to a Dealer but that of an
or supplemented except by way of an amendment
independent seller to an independent purchaser
executed by both Parties.
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DEALER AGREEMENT BETWEEN CONSTRUCTION LLC AND CHCNAV
20.6 Enforcement of provisions: The failure of either such Party or provides an excuse under applicable
Party to enforce at any time any of the provisions of laws. Any failure or delay by either Party in the
the Agreement or to exercise any option herein performance of any obligations under this
provided or to require at any time performance by Agreement due to one or more of the foregoing
the other Party of any provision hereof shall in no causes shall not be considered to be a breach of this
way be construed to be a waiver of such provision Agreement. A Party subject to a force majeure event
nor in no way affect the validity of the Agreement or shall promptly notify the other giving details of the
any part thereof or the right of such Party to enforce nature of the event and the expected period of its
each and every provision of the Agreement. duration. If any of the events of force majeure
continue for more than ninety (90) days, either Party
20.7 Headings: The headings used in the Agreement are
may serve notice on the other terminating this
for convenience only and shall not affect the
Agreement, without liability to the other Party.
interpretation of the provisions which they
introduce. 20.10 Language: English language shall be used in all
communications between the Parties under the
20.8 Limitation of liability: Notwithstanding anything to
Agreement and any Order with respect to all
the contrary contained herein, in no case shall
communications and documents.
CHCNAV be liable for any special, incidental, or
consequential damages arising directly or indirectly 20.11 Notices: For all cases where the registered letter
out of the ownership, use or operation of the or express courier service with acknowledgement of
product, regardless of whether such damages are receipt is not formally required, all written
predicated or based upon breach of warranty, notifications between CHCNAV and the Dealer
breach of contract, negligence, strict tort, or any relating to the execution of the Agreement shall be
other legal theory. Such damages include, but are addressed by letter, fax or electronic mail to the
not limited to, loss of profits, loss of savings or following addresses:
revenue, loss of use of the product or any associated
equipment, cost of capital, cost of any substitute
equipment, facilities or services, the claims of third For CHCNAV:
parties, including Clients and injury to property even
Attention of Mr. Gu Hongliang
if CHCNAV has been advised of the possibility of such
damages. In no event shall CHCNAV liability, Shanghai HuaCe Navigation Technology Ltd., 577
whether based on an action or claim in contract or Songying Road, Building C, Shanghai, 201703, China
tort or otherwise, to Dealer or Client arising out of
Phone : +86 21 542 60 273
or related to this document exceed 10% of the
aggregate price of the products purchased and paid E-mail : sales@chcnav.com
for by Dealer hereunder. Any action arising out of
the sale of products must be commenced within 12
months after the cause of action has been accrued For Dealer:
or shall thereafter be forever barred.
Attention of Mr. Tigran Khechoyan
20.9 Force Majeure: Neither Party shall be liable to the
Armenia, Norashen district, h. 37, ap. 57
other Party for any loss, injury, delay, damages, or
other casualty suffered or incurred by such other Phone: +374 95111083
Party due to strikes, riots, storms, earthquakes, fires, E-mail: consultation.llc@yandex.ru
explosions, acts of God, war, governmental action
and omission (including, without limitation,
governmental actions or omissions affecting the Each Party is entitled to replace or nominate another
Global Navigation Satellite System generally), person within his own organization to be the contact
pandemic, inability to obtain components from for the other Party. Any replacement or new
suppliers, suppliers’ failure to supply due to force nomination by either of the Parties shall be notified
majeure, shortage of supplies, or any other similar to the other Party in writing by fax or electronic mail.
cause which is beyond the reasonable control of
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DEALER AGREEMENT BETWEEN CONSTRUCTION LLC AND CHCNAV
IN WITNESS WHEREOF, the parties have caused this Dealer Agreement to be executed by their duly authorized
representatives as of the Effective Date: 21st March, 2024
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