Exhibit 10.7


 


Contract
Reference No.:


 


Membership
Code:


 


Dealership Agreement


 


by


 


and


 


between


 


Shanghai-Volkswagen Sales Co., Ltd.


 


And


 


[Dealer]


 

















 


Recitals


 


Parties
to this Franchised Dealership Contract: (the “Parties”)


 


Shanghai-Volkswagen
Sales Co., Ltd. (the “Supplier”); and


 


[Dealer]  (the “Dealer”).


 


Whereas,


 


[Intentionally
omitted]


 


NOW,
THEREFORE, the Parties hereby reach agreement as follows:


 


Part I                 Bases
for the Contract


 


Article 1                                               Definitions


 


The
following terms shall have the meaning set forth below:


 


1.               “Network
Organization” means all the retailers and maintenance stations who have
contractual relationship with the Supplier, who are also collectively referred
to as “Dealers” in certain cases.


 


2.               “Dealer” means
a retailer who has franchise relationship
with the Supplier and is authorized by the Supplier to sell Contractual
Products and provide after-sales services to Contractual Cars and may deal in
used cars to the extent permitted by law and authorized by the Supplier in
writing.


 


3.               “Maintenance
Station” means a franchise service provider authorized by the Supplier to
provide comprehensive aftermarket services for the Contractual Products.


 


4.               “Contractual
Products” means all the vehicles, spare parts and accessories listed in
Schedule        hereto.


 


5.               “Contractual
Vehicles” means all the cars listed in Schedule
       hereto.


 


6.               “Contractual
Parts” means all the Original Parts and accessories.


 


7.               “Level
One Mark” includes Chinese logo, English logo, company logo, flags and authorization
plate.


 


8.               “Level
Two Mark” includes outdoor signage, second-hand car business category signage,
second-hand car area signage, office nameplate, maintenance workshop nameplate,
and exhibition area signage.


 


9.               “Original
Parts” means the spare parts and components approved and provided by the
Supplier and used for the aftermarket service for the Contractual Vehicles.


 


10.         “Pre-sale
PDI” means any quality inspection conducted prior to the delivery by the
Supplier of the Contractual Vehicles to end users.


 

















 


11.         “Service”
means the pre-sale service, aftermarket service and other relevant business
service provided by the Dealer upon requests of the Supplier.


 


12.         “Marketing
and Promotion” means the comprehensive marketing activities conducted by the
Dealer in the Territory in accordance with the Operating Management Guideline
formulated by the Supplier.


 


13.         “Reasonable
Inventory” means all the inventory varieties and quantities maintained by the
Network Organization in order to ensure normal operation of the Contractual
Vehicles and the Contractual Parts in accordance with the requirements of the
Supplier.


 


14.         “Territory”
means the region set forth in Schedule       
hereof designated by the Supplier within which the Dealer is authorized to sell
and provide Service for the Contractual Products.


 


15.         “Operating
Management Guideline” means the documents and manuals in effect and subject to
amendment and supplement from time to time, related to the daily business
activities and operating management of the Dealer formulated and provided by
the Supplier from time to time, and in accordance with the provisions hereof,
must be followed by the Dealer.


 


16.         “Warranty
Provisions” means any provisions related to the scope and method of quality
warranties for the Contractual Vehicles indicated in the Instructions for Use
and Maintenance accompanying the Contractual Vehicles.


 


17.         “Key
Employee” or “Key Employees” means the management personnel listed in Article       
of Schedule          hereof.


 


18.         “Law’
means all the laws, regulations and rules in effect promulgated by
competent governmental authorities of the People’s Republic of China.


 


Article 2 Purpose


 


1.               In
accordance with the terms of this Contract and the agreement set forth in the
Operating Management Guideline, the Supplier hereby grants to the Dealer the
right to distribute the Contractual Products in the Territory to end users, and
provide Services in accordance with the requirements of the Supplier.


 


2.               The
Dealer shall endeavor to make the Contractual Products acquire the maximum
market share in the Territory.


 


3.               The  Dealer shall ensure that, during the term of
this Contract, its form of organization and structure shall always be in
consistent with the agreement set forth in Schedule
         hereof, or it shall take any
other form of organization and structure agreed by the Supplier in writing.


 


Part II Rights, Obligations
and Legal Status of the Dealer


 


Article 3 Dealer’s Code of Conduct


 


1.               The
Dealer shall, in accordance with the Operating Management Guideline, sell the
Contractual Products in the Territory, provide better aftermarket service than
its 


 


3

















 


competitors and maintain Reasonable
Inventory of the Contractual Products required under this Contract.


 


2.               The
basis for the code of conduct to be followed by the Dealer shall include this
Contract and the schedules hereof and the Operating Management Guidelines
formulated, amended or supplemented from time to time.


 


3.               The
Dealer, as an independent party to this Contract, shall perform all its
obligations hereunder in its own name and for its own benefit.  Nothing herein shall constitute the
relationship of employer and employee, principal and agent, or a partnership or
joint venture between the Dealer and Supplier.


 


4.               During
the term of this Contract, the Dealer shall ensure to maintain sufficient
assets and capital to meet the business demand.


 


5.               Without
prior written consent of the Supplier, the Dealer shall not directly or
indirectly sell, market or repair any vehicle or spare part that is not a
Contractual Product.


 


6.               Except
the accessories cannot be provided by the Supplier, the Dealer shall not sell
any other accessories not provided by the Supplier.


 


7.               The
Dealer shall independently undertake the business hereunder in accordance with
applicable laws and the agreement herein.


 


The Dealer shall:


 


(a) be an independent legal person and have
obtained any governmental license required for the sale of the Shanghai
Volkswagen brand cars;


 


(b) construct the facilities required for the
operation of the business agreed hereunder, in accordance with the standard for
the company image and facilities set forth under the Operating Management
Guideline;


 


(c) have employees only engaging in the sale
and services of the Contractual Products;


 


(d) carry out marketing, sales and advertising
activities for the Contractual Products within the scope of authorization
granted by the Supplier;


 


(e) separate its business activities in
connection with this Contract from any other business activities;


 


(f) comply with the local environmental laws
and regulations.


 


8.               The
Dealer may only sell, promote and repair the Contractual Products within the
Territory.


 


9.               Without
prior written consent of the Supplier, the Dealer shall not export any
Contractual Products.


 


10.         Without
prior written consent of the Supplier, the Dealer shall not sell the
Contractual Products to any companies or individuals other than end users.


 


4

















 


11.         Without
prior written consent of the Supplier, the Dealer shall not provide any model
of the Contractual Products to users for purpose of being used as taxi cars.


 


12.         The
Dealer shall not sell any counterfeit Contractual Products, and shall not use
any spare parts or components which are not provided by the Supplier in its
aftermarket service.


 


13.         The
Dealer agrees that it shall inform the Supplier of any change of its corporate
nature, form of organization, structure, shareholders, Key Employees, corporate
assets and business content which is different from those listed in schedule
         hereof or the condition agreed
or confirmed by the Supplier, or may affect the operation of the Dealer’s
business, or give rise to any change of the records of the Dealer maintained by
the Supplier, or affect the interests of the Supplier; and any such change may
not be made unless agreed by the Supplier in writing.


 


14.         Where
the Dealer sells any Contractual Vehicles to end users, it shall execute the
Shanghai Volkswagen Car Sales Contract provided by the Supplier with such end
users.


 


15.         The
Dealer shall conduct Pre-sale PDI before it delivers cars to end users.


 


16.         The
Dealer must pass the certification of a quality system designated by the
Supplier within the agreed period.


 


17.         The
Dealer shall accept examination and evaluation of its business operation
conducted by the Supplier in accordance with the standard formulated by the
Supplier from time to time.


 


18.         The
employees holding any key position of the Dealer shall receive various testing,
training and certification.


 


19.         The
Dealer shall keep in confidence all the documents and materials it receives
from Volkswagen Group, Shanghai Automotive Industry Corporation, SAIC Motor
Corporation Limited, Shanghai Volkswagen and the Supplier, as well as the
content of related management system, computer software and various training.


 


20.         The
Supplier shall have a right of first refusal to enter into any franchise
contract in respect of automobile sale and services with the Dealer, so long as
the Dealer engages in such business.


 


21.         The
Dealer shall execute employment contracts with its employees which shall meet
the requirements of the Supplier.


 


Article 4 Shipment and Acceptance of
Contractual Products


 


1.               The
business transaction between the two parties shall be conducted based on the
invoices and delivery orders issued by the Supplier.  The Supplier may authorize its local branches
to execute the orders placed by the Dealer, and issue invoices and delivery
orders to the Dealer.


 


2.               The
Dealer’s orders shall become effective only after being confirmed by the
Supplier, and shall be binding upon both Parties.


 


5

















 


3.               The
Dealer shall inform the Supplier of its plan for the order of Contractual
Vehicles in writing or through the special order system of the Supplier during
the period required by the Operating Management Guideline.


 


4.               Unless
otherwise agreed hereunder, the Supplier shall arrange for the delivery of the
Contractual Products to the Dealer after the Supplier pays the amount listed in
the invoice in full to the account of the Supplier.


 


5.               The
Dealer shall receive the Contractual Products at the place and in the manner
agreed by the Parties, and shall inspect the Contractual Products in accordance
with the requirements set forth under the handover documents provided by the
Supplier or any third party on behalf of the Supplier.


 


6.               The
Dealer shall promptly notify the Supplier of any damages of the Contractual
Vehicles discovered by the Dealer during product inspection.


 


7.               The
Supplier shall deliver documents in respect of quality warranty for the
Contractual Vehicles supplied to the Dealer.


 


8.               The
quality of the Contractual Vehicles supplied to the Dealer shall comply with
the production standard in effect as at the date of production.


 


9.               The
Supplier will not deliver any Contractual Products to the Dealer unless it
receives the full payments for such Contractual Products, provided that in case
the Dealer fails to make payment after it receives the Contractual Products or
the Supplier accept the Dealer’s request for payment after delivery of the
Contractual Product, the ownership of such Contractual Products shall still
vest in the Supplier before the full payment for the same has been remitted to
the account designated by the Supplier and available to the Supplier.


 


10.         The
risk of loss and damage of the Contractual Products shall transfer to the
Dealer upon its receipt of the same.  In
the event that the Dealer fails to accept the products on time due to causes
not attributable to the Dealer, the risk of loss and damage shall transfer to
the Dealer from the delivery date agreed by the Parties.


 


Article 5 Plans and Conditions for the Sale
of Contractual Products


 


1.               The
Supplier shall formulate to the Dealer an annual plan for each year and a
monthly plan for each month for the sale and inventory of Contractual Vehicles
and send such plan to the Dealer in writing. 
The achievement of such plan shall be one of the bases to determine
whether and how much discount may be granted to the Dealer.  The Supplier may adjust the Dealer’s annual
and/or monthly sales and/or inventory plan from time to time based on the
change of the domestic car market.


 


2.               The
Supplier shall have the right to formulate an annual plan for each year and a
monthly plan for each month for the sale and inventory Contractual Parts.  The achievement of such plan shall be one of
the bases to determine whether and how much discount may be granted to the
Dealer.  The Supplier may adjust the
Dealer’s annual and/or monthly sales and/or inventory plan from time to time
based on the change of the domestic auto market.


 


6

















 


3.               The
Dealer shall not modify or remodel any Contractual Vehicle without prior
written consent of the Supplier.


 


4.               If
the Contractual Vehicles in the possession of the Dealer are damaged before
being sold to end users, the Dealer shall immediately inform the Supplier in
writing and may not make any repair without the Supplier’s written consent.


 


5.               The
Dealer may engage in the sale of second-hand Contractual Products in accordance
with the requirements of the Supplier and the Operating Management Guideline,
to the extent permitted by applicable laws and authorized by the Supplier in
writing.


 


Article 6 Inventory and Display


 


1.               The
Dealer shall maintain Reasonable Inventory of the Contractual Products in
accordance with the types and quantities set forth in the Operating Management
Guideline provided by the Supplier.


 


2.               The
Dealer shall display in its exhibition hall all models of the Contractual
Vehicles authorized to be sold in accordance with the requirements of the
Supplier.


 


Article 7 Sale and Aftermarket Service


 


1.               The
Dealer shall ensure a quality sale and aftermarket service of the Contractual
Products.


 


2.               In
the event the Supplier deems it necessary to recall and/or take necessary
measures with respect to the Contractual Products, all repair services and
related preparation work shall also be a part of aftermarket services, which
shall be rendered by the Dealer in accordance with the requirements set forth
in the Operating Management Guideline.


 


3.               The
Shanghai Volkswagen Car Sales Contract entered into between the Dealer and its
end users shall cover the Warranty Provisions of the Supplier.


 


4.               The
Dealer shall promptly report to the Supplier any breakdown of the Contractual
Products which is difficult to maintain or was maintained.


 


5.               The
Dealer shall assume any and all obligations with respect to any quality issues
of the Contractual Vehicles and any increase in the clients’ complain, in each
case, due to the Dealer’s reasons.


 


6.               The
Dealer shall assume any and all obligation if it fails to (i) promptly
report any claims made by any end user due to any quality warranty or other
quality disputes and (ii) duly keep the questioned spare parts.


 


7.               The
Dealer shall duly solve all complaints, disputes and litigation in connection
with the sale, aftermarket service and quality of the Contractual Products.


 


8.               The
Supplier may examine the Dealer’s accounts and data related to quality warranty
on an irregular basis.  Any unreasonable
indemnity discovered during such examination shall be returned to the Supplier,
and the Dealer shall pay the Supplier liquidated damages equivalent to the
unreasonable indemnity discovered if such indemnity exceeds 10% of the total
indemnities subject to the examination.


 


7

















 


9.               The
Dealer shall only use the Original Parts supplied by the Supplier in providing
maintenance services.


 


10.         If
the Dealer (i) uses any non-Original Parts or counterfeit Original Parts
to provide any quality warranty services or initial maintenance services and
claims for damages against the Supplier, and/or (ii) claims for damages
based on any fictional facts, the Dealer shall return the indemnity in full and
pay liquidated damages to the Supplier.


 


11.         The
Parties agree that if the Dealer purchases any spare parts or components from
any third parties other than the Supplier, the Dealer shall pay liquidated
damages equivalent to the amount of payment made by the Dealer for such spare
parts or components, and the Supplier may impose any other penalties agreed by
the Parties.


 


Article 8 Marketing, Advertisement and
Promotion


 


1.               The Dealer
shall carry out activities in relation to the promotion and brand maintenance
of the Contractual Products in the Territory in accordance with the relevant
provisions in the Operating Management Guideline approved and provided by the
Supplier.


 


2.               The Supplier
shall, at the beginning of each quarter, and based on the sales volume achieved
for the previous quarter and the relevant provisions of the Operating
Management Guideline, provide financial support to the Dealer for its marketing
and promotional activities conducted in the previous quarter.


 


[3
and below, intentionally omitted]


 


Article 9
Trademark and Logo


 


[intentionally
omitted]


 


Article 10
Information Collection and Report


 


[intentionally
omitted]


 


Article 11
Operation Facilities and Business Activities


 


Without
prior written consent of the Supplier, the Dealer may not use its business
premises or facilities to sell any auto products or spare parts or conduct any
other business other than to sell and provide Service for the Contractual
Products.


 


Any
change or reconstruction by the Dealer of its business premises or building
requires prior written consent of the Supplier.


 


Any
investment activities conducted by the Dealer which (i) may materially
change its business related to the Contractual Products; or (ii) falls out
of its normal scope of business activities; or (iii) contravene with the
agreement set forth herein; or (iv) may directly or indirectly affect the
business activities conducted by the Dealer hereunder, shall require prior
written consent of the Supplier.


 


8

















 


Part III Rights and Obligations of the Supplier


 


Article 12
Advice and Assistance


 


1.               The Supplier
shall provide advice and assistance with respect to the sale and aftermarket
Service of the Contract Products upon reasonable request by the Dealer,
including without limitation, providing appropriate support to the Dealer’s
promotional activities by conducting national or regional marketing promotion
activities for the Contractual Products; seconding experts to provide advice
and support on a irregular basis; and providing various support to the Dealer
in connection with the business activities for the Contractual Products.


 


2.               If (i) the
Dealer provides guarantee to any auto brand other than that of the Supplier’s
or the Manufacturer’s or any business of any other industries, or (ii) the
Dealer fails to use any money obtained through loan arrangement for the
business operation in relation to the auto brand of the Supplier or the
Manufacturer, the Supplier shall have the right to refuse to provide any
financial support to the Dealer.


 


Article 13
Price and Sales Discount


 


1.               The Supplier
shall sell the Contractual Products to the Dealer at the price published by the
Supplier, which shall be subject to adjustment by the Supplier from time to
time.


 


The
Supplier shall fix a market guiding price of the Contractual Products based on
the sales made by the Supplier and change of the market, and the Dealer shall
sell the Contractual Products to end users at such market guiding price
determined by the Supplier.  The Dealer
shall not sell any Contractual Products at any price lower than the market
guiding price determined by the Supplier without the Supplier’s consent.  In case of any violation of the forgoing
provision, the Dealer shall pay the Supplier liquidated damage in an amount not
less than RMB 10,000 for each car.


 


The
Dealer shall not sell any spare parts at a price lower than their purchase
price.  In case of any violation of this
provision, the Dealer shall pay the Supplier liquidated damage in an amount not
less than RMB 10,000.


 


2.               The
Supplier may grant certain discount to the Dealer at its sole discretion based
on the achievement of sales volume and composite index.


 


Article 14 Setoff and Interest


 


1.               The
Supplier shall be entitled to (i) deduct any amount owed to it by the
Dealer and/or any losses resulted from any default of the Dealer as well as the
liquidated damages and indemnities agreed hereunder from the payment and/or
other amounts from the Dealer and/or any indemnities for quality warranty
payable by the Supplier to the Dealer, and/or (ii) reduce or cancel the
discount granted to the Dealer.


 


2.               The
Supplier may claim interest on any overdue account payable by the Dealer.


 


Article 15 Direct Sale


 


1.               The
Supplier shall retain the right to trade with the users listed in Schedule
         due to their special status or
their international characteristics, in order to make full use of the market
opportunities.  If the Dealer receives
any inquiry and orders from the above users, it shall immediately inform the
Supplier in writing.


 


9

















 


2.               The
Supplier shall not compensate the Dealer for its direct sale in the Territory,
provided that if such direct sale requires any Service provided by the Dealer,
and in such case, the Supplier shall negotiate with the Dealer with respect to
the compensation for such Services.


 


Part IV Termination


 


Article 16 Normal Termination


 


This Contract shall terminate upon expiration unless
renewed by both Parties upon mutual agreement.


 


Article 17 Termination with Immediate Effect


 


In the event of any of the following events, the
Supplier may terminate this Contract immediately upon sending a notice to the
Dealer setting forth the reasons for termination:


 


·                  The
Dealer fails to obtain within the agreed period or is deprived of any
governmental license or business authorization required for the performance of
this Contract ;


 


·                  The
Dealer becomes insolvent or bankrupt;


 


·                  The
Dealer fails to repay its debts within seven days following the due date
determined by a court or arbitration tribunal;


 


·                  The Dealer’s assets or business is taken over by any receivers;


 


·                  The Dealer fails to perform its payment obligation hereunder;


 


·                  The Dealer encounters any difficulties in personnel, organizational
structure or finance which makes it impossible to perform any substantial
provision of this Contract;


 


·                  The Dealer files a serious false claim for compensation, and/or false
claims for compensation, and/or delete or modifies any true operational
information, repair information or any other information and data;


 


·                  The Dealer uses any non-Original Parts which may give rise to potential
risk in the safety of motor vehicle;


 


·                  The Dealer violates any provisions related to the price set forth in Article 13;


 


·                  In selling any Contractual Vehicle to an end user, the Dealer fails to
execute the Shanghai Volkswagen Car Sales Contract with such user in accordance
with Article 14;


 


·                  The layout and maintenance of the image and facilities of the Dealer’s
business premises fails to (i) be accepted by the Supplier due to the
reason that it fails to meet the standard set forth in the Supplier’s Operating
Management Guideline; or (ii) meet such standard during the operational
period, and in each case, the Dealer fails to make any rectification during the
period required by the Supplier;


 


10














 


·                  Upon
the execution of this Contract by both Parties, the Dealer is unable to
commence its business operation in connection with the Contractual Products
during the period required by the Supplier, to the extent that the Dealer is a
new member of the Network Organization;


 


·                  The
Dealer is liable to or fails to effectively solve any serious customer complain
or event seriously affecting the brand image of Shanghai Volkswagen occurs
during the term of this Contract;


 


·                  The Dealer is unable to proceed with its sales business and/or
aftermarket Service for three months due to reasons attributable to the Dealer
and/or any administrative penalty requiring the Dealer to suspend business for
rectification and/or rectification required by the Supplier;


 


·                  The Dealer commits any crime;


 


·                  The Dealer’s operation manner endangers the public health or security;


 


·                  The Dealer or its shareholder, employee, agent commits any violence
against, threats, slanders or insults any employee or agent of the Manufacturer
or the Supplier which results in any physical or mental damage, and the
Supplier deem it necessary to terminate this Contract;


 


·                  The Dealer fails to pass the regular or irregular business performance
review arranged by the Supplier, which, in accordance with the rules of
review, falls within the events giving rise to the termination by the Supplier;


 


·                  The Dealer fails to meet the Supplier’s requirements on Reasonable
Inventory of Contractual Products;


 


·                  Without written consent of the Supplier, the Dealer at its sole
discretion, and/or its investors and/or any other third parties determines to
sell or transfer the equity interest and/or the business premises and/or
facilities of the Dealer or lease its business premises and/or facilities, to
any other parties; or the Dealer does not directly use its business premises
and/or facilities, and/or does not directly operate the business of Contractual
Products;


 


·                  The Dealer loses the right to use its business premises and is unable to
reclaim the same;


 


·                  The Dealer commits any acts which shall require the Supplier’s consent
or be reported to the Supplier in advance without obtaining the Supplier’s
consent or being reported the Supplier;


 


·                  The Dealer fails to staffing itself with the employees in accordance
with the Supplier’s arrangement for posts and qualification requirements within
the period required by the Supplier;


 


·                  The Dealer fails to accept the various training provided by the
Supplier, or its employees fails to pass the training examination provided by
the Supplier, which makes the Dealer unable to conduct normal operation in
accordance with the Supplier’s requirements;


 


11

















 


·                  The Dealer violates any other material provisions of this Contract
and/or any schedules hereto;


 


·                  Any termination by the Supplier provided in the Operating Management
Guideline;


 


·                  Any change of Law or any auto industry regulations during the term of
this Contract, makes the performance of this Contract impossible;


 


·                  Both Parties or either party fails to restore to normal within three
months following the occurrence of any event of force majeure agreed under Article 24
hereof during the term of this Contract;


 


In addition, the Parties may terminate this
Contract upon mutual written agreement.


 


Article 18 Partial
Termination


 


In the event that


 


·                  the Dealer fails to use the Supplier’s Level One Mark system or Olympic
logo system in accordance with the Supplier’s Operating Management Guideline,
which results in any losses of the Supplier;


 


·                  the Dealer publishes any false market information or uses any
unauthorized pictures without complying with the Supplier’s Operating
Management Guideline, which results in any losses of the Supplier;


 


·                  the Dealer provide any false information to the Supplier in filing any
materials such as various market information and effect evaluation report;


 


the Supplier may terminate the provisions in
connection with the following items:


 


·                  termination with respect to a certain brand or model of the Contractual
Products, without affecting other brands and models;


 


·                  termination with respect to the Contractual Vehicles, without affecting
aftermarket service and Contractual Parts, or vice versa;


 


·                  termination with respect to sedan cars, without affecting other business
cars, or vice versa;


 


In case of termination of partial provisions of
this Contract, the Dealer undertakes to follow the relevant post-termination
procedures in accordance with Article 19.


 


Article 19 Post-termination
Enforcement Procedures


 


1. During a reasonable period prior to the
expiration of this Contract, the Supplier shall have the right to take
necessary actions and measures to ensure normal sale and aftermarket service of
the Contractual Products in the Territory following the termination of this
Contract.


 


2. Upon termination of this Contract, the Dealer
shall, within seven days and without any delay, (i) cease to use any
trademark and logo of the Supplier and any marks which are 


 


12

















 


easily to be confused with the same; (ii) upon
the Supplier’s request, transfer all the outstanding orders and business
related to the Contractual Products to the Supplier or any third parties
designated by the Supplier; (iii) upon the Supplier’s request, return any
Contractual Products of the Supplier in its possession without any charge; (iv) upon
the Supplier’s request, sell any Contractual Products which (a) are
directly purchase from the Supplier and brand new and/or in the original
package, unused and undamaged; or (b) have not been sold and no security
has been created thereon, to the third party designated by the Supplier.  Any and all logistics and insurance fees and
risks shall be borne by the Dealer; (v) upon the Supplier’s request,
return all the articles, documents, information system, materials, in
particular, the equipment and tools for special purpose, provided by the
Supplier; and (vi) upon termination of this Contract, the Supplier shall
have the right to terminate all or partial outstanding orders entered into with
the Dealer; provided that item (ii) of this Article 19.2 shall not be
affect.


 


Part V General Provisions


 


Article 20 Amendment and
Entire Agreement


 


[intentionally omitted]


 


Article 21 Assignment


 


1. [intentionally omitted]


 


2. In case of any termination or amendment of the
contract between the Manufacturer and the Supplier, the Manufacturer of the
Contractual Product or any other parties designated by the Manufacturer shall
have the right to take the place of the Supplier as a party to this Contract
and continue to perform this Contract as a party hereto.


 


Article 22 Severability


 


[intentionally omitted]


 


Article 23 Waiver


 


[intentionally omitted]


 


Article 24 Force Majeure


 


[intentionally omitted]


 


Article 25 Liabilities


 


[intentionally omitted]


 


Article 26 Confidentiality


 


[intentionally omitted]


 


Article 27 Default Liability


 


[intentionally omitted]


 


13

















 


Article 28 Dispute
Resolution


 


[intentionally omitted]


 


14

















 


Accepted
for and on behalf of:


 


	
  Shanghai-Volkswagen
  Sales Co., Ltd.

  	
   

  	
  [Dealer]
  (company seal)

  
	
  (company
  seal)

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Signed by:

  	
   

  	
   

  	
  Signed
  by: 

  	
   

  
	
   

  	
   

  	
   

  	
  Legal
  representative

  
					



 


15