-Signature of Complete Factory: Schneider Electric (China) Co,. Ltd.Yearly Three Party Supply Agreement In 2013Schneider ElectricYearly Three Party Supply Agreement In 2013Party A: Wenzhou Electrical Appliance Co., Ltd (Signature) (Legal name for Electric Complete Factory), hereinafter refer to “Party A” or “Electric Complete Factory”.Party B: (Signature) (Legal name for Electric Complete Factory), hereinafter refer to “Party B” or “Distributor”Party C: Schneider Electric (China) Co., Ltd.and its affiliated companies:1- Schneider Electric (China) Co., Ltd. Beijing Logistics Centre (DCBJ)NO. 3 Storage, Xianglong Logistics Park, Erjie Village, Majuqiao Town, Tongzhou District, Beijing City. Postal Code: 1011022- Schneider Electric (China) Co., Ltd. Shanghai Logistics Centre (DCSH)NO. 339 Suide Road, Putuo District, Shanghai City. Postal Code: 2003313- Schneider Electric (China) Co., Ltd. Guangzhou Logistics Centre (DCGZ)NO. 1 North Beipu Road, Kaichuang Avenue, Yunpu Development Zone, Huangpu District. Postal Code: 5107304- Schneider Electric (China) Co., Ltd. Chengdu Logistics Centre (DCCD)East Gaopeng Road, Hi-tech Industrial Development District, Chengdu Municipality. Postal Code: 6100425- Schneider Electric (China) Co., Ltd. Wuhan Logistics Centre (DCWH)Dingxin Industrial Park, Jiayuan Road, Donghu Hi-tech Industrial Development District, Wuhan City. Postal Code: 430071Hereinafter together refer as “Party C” or “Schneider Electric”, each logistic centre of Schneider Electric herein refers to “Schneider Electric Logistics Centre”.In order to give better service for clients of electric complete factory, to improve service quality of electric complete factory, meanwhile, to fix purchase channels for the electric complete factory, this tripartite Agreement is made among clients of electric complete factory, distributors and Schneider Electric.Whereas, Party A, Party B and Party C as cooperative partner of electric products for each other, the three Parties negotiation friendly and reach an agreement on the matter of products supply of Schneider Electric:1 RELATIONSHIP BETWEEN BOTH PARTIES1.1 Schneider Electric hereby has confirmed that Party B was duly authorized as distributor for Schneider Electric Products, and had signed Distributor Agreement with Party B (hereinafter refer to “Distributor Agreement”). Pursuant to this Agreement, Schneider Electric authorized Party B to sell Schneider Electric products for Party A according to the conditions and items in this Agreement. In order to standardized the sale channels for Schneider Electric products as well as distributors behaviours, Schneider Electric enjoys the right to supervise the fact that Party B executes this Agreement or not, and owns the right to decide important events under the items in this Agreement, including but not limited to give discount rate for Party A and so on.1.2 Party B refers to Seller pursuant to this Agreement, who will bear all kinds of rights, obligations in this Agreement as well as whole responsibilities which caused by the Agreement, but Party B shall allow to receive the supervision from Schneider Electric according to Distributor Agreement and the stipulations in this Agreement, including: (1) Party B shall allow to sell Schneider Electric products for Party A according to the conditions and the stipulations in this Agreement, and will strictly execute all the sale items stipulated in this Agreement; (2) Party B shall strictly execute any directions and instructions issued by Schneider Electric for it, which relevant to and suitable for this Agreement; (3) Party B regards as products distributor of Schneider Electric, shall obey the sales policy and stipulation in Distribution Agreement.1.3 Party C regards as Buyer pursuant to this Agreement. Party A allows Party B to supply products because Party B is regarded as long term supplier of Schneider Electric.2 DEFINITIONThe following words in this Agreement and its attachments have specific definition:2.1 Agreement: refer to Yearly Three Party Supply Agreement In 2013 and its all attachments.2.2 Cooperation: refer to the relationship of supply and demand among the tri-party in this Agreement, the cooperative period in this Agreement is annual cooperation, which shall start from the signing date of this Agreement, and the termination date shall be December 31, 2013.2.3 One Party/Tri-Party: refer to Schneider Electric, including its affiliated companies, such as DCBJ, SCSH, SCGZ, DCCD, DCWH, or/and Party A, or/and Party B.2.4 Period of Agreement: refer to the period from the signing date till the termination date stipulated in this Agreement, the termination date of this Agreement is December 31st, 2013.2.5 Products/Product Group: refer to all products/product group liste