Manufacturers
Representative
Agreement and understanding
Between sales representative
and manufacturer.
This agreement made this __________ day of __________, 19___ by and
between _________________________, a corporation incorporated under the laws of the State
of __________, having its principal office at _________________________, hereinafter
referred to as "Manufacturer,"_________________________ and
_________________________, a corporation Incorporated if applicable under the laws of the
State of _______________ having its principal office at _________________________
hereinafter referred to as "MR" as follows:
1. Appointment and
Acceptance. Manufacturer appoints Representative as the
(non) exclusive selling representative to sell its products in the territory (
Provision No.2 hereof): and Representative accepts the appointment and agrees to sell and
promote the sale of the Manufacturer's products.
2. Territory. Representatives
territory shall consist of the following ______________
__________________________________________________________________.
3. Amount of Compensation. Representatives
compensation for services performed here under shall be based on the cost of pHluorus in
gallon increments to MR in relationship to Manufacturers retail price of $9.41 per
gallon. Total cost (as pre-paid inventory) to MR after sale is made including
packaging and shipping cost (not to include freight charges) per gallon of cleaner
concentrate 10/50 is $4.13 and $4.96 per gallon for initial etch (10/40.) All reorder
containers and pumps will be a cost item to be added to all advance payments made by MR
for shipment of said containers, pumps and pHluorus product. Deposit charge to
customer should be added to cover all dispensation items and collection charges (to cover
possible collection expense) and are paid directly to Manufacturer Representative.
All payments from customer are to be paid directly to MR including
all freight and deposit charges (sample invoice
enclosed as exhibit "A"). Should customer refuse to pay MR,
Manufacturer will credit cost of prior purchased gallons towards a future order at no
additional charge. This credit will not include freight charges.
During the term of this agreement all MR customer re-order residuals
become the rights of the MR and will continue as described herein so long as MR solicits
reorders and performs services as described in "Service your accounts"
publication here included as exhibit "B".
4. Definition of terms
A. "Order" shall mean any commitment to
purchase Manufacture's products which calls for shipment into Representatives territory
including orders placed with Central Buying Groups and their regional warehouses.
B. MR is an abbreviation for
Manufactures Representative.
5. Acceptance of Orders. All
orders are subject to acceptance or rejection by an authorized officer of Manufacturer.
If Manufacturer notifies customers of its acceptance of
rejection of an order, a copy of any written notification shall be transmitted to the
Representative. At least once every month, Manufacturer shall supply Representative
appropriate information with respect to his territory, including copies of all orders
received directly by the Manufacturer from the Representatives customers, all shipping
notices with respect to products delivered into the Representatives territory, and all
correspondence and quotations made to customers of the Representative in his territory as
well as to customers of other Representatives who will receive products shipped into the
Representatives territory for which the Representative is due direct compensation from
customer. Should payment mistakenly be made to Manufacturer, it will be returned to
MR immediately.
6. Terms of sales. All
sales shall be at prices and upon terms established by the Manufacturer, and it shall
have the right, in its sole decision, from time to time, to establish, change, alter
of amend prices and other terms and conditions of sale. Representative shall not
accept orders in the Manufacture's name, make price quotations or delivery promises
without the Manufacturer's prior approval.
7. A. Representative's
Relationship and Conduct of Business. Representative shall maintain home office
in the territory and shall use its best efforts and devote such time as may be necessary
to sell and promote the sale of the Manufacture's products within territory.
B. Representative will conduct all of it's business
in its own name and in such a manner as it may see fit. Representative will pay all
expenses whatsoever of it's office and activities and be responsible for the acts and
expenses of it's employees.
C. Nothing in this shall be constructed to
constitute Representative as the partner or employee of the Manufacturer, nor shall either
party have any authority to bind the other in any respect. It being intended that
each shall remain and independent contractor responsible only for it's own actions.
D. Representative shall not, without Manufacture's
prior written approval, alter, enlarge or limit orders, make representations or guarantees
concerning Manufacture products, or accept the return of, or make any allowances for such
products.
E. Representative shall abide by Manufacture's
policies and communicate same to Manufacture's customers.
F. Representative agrees not to handle any
competing lines, except if mutually agreed upon by both parties.
G. Manufacturer shall be solely responsible for the
design, development, supply, production, and performance of its products and the
projection of its trade names. Manufacturer agrees to indemnify and hold
Representative harmless from and against and to pay all losses, costs, damages, or
expenses whatsoever, including reasonable attorney's fees, which Representative may
sustain or incur on account of infringement or alleged infringement of patents,
trademarks, or trade names, or breach or warranty in any way resulting from the sale of
Manufactures products. Manufacturer will indemnify Representative from and hold it
harmless from and against all liabilities, losses, damages costs, or expenses, including
reasonable attorney's fees, which it may at anytime suffer, incur, or be required to pay
by reason of injury or death to any person or damages to property, or both, caused or
allegedly caused, by any products sold by Manufacturer. MR to be responsible for all
collection activities on MR's customer accounts.
H. Manufacturer shall furnish Representative, at no
expense to Representative, exclusive prospect lists, training, assisted closings, samples,
catalogue, literature and other material necessary for the proper promotion and sale of
its products in the territory. Any literature which is not used or samples or other
equipment belonging to the Manufacturer shall be returned to the Manufacturer at its
request.
I Both parties hereto, Manufacturer and
Representative, agree, each to the other, not to employ within the geographic area covered
hereby any current or past employee of the other, without written approval, during the
term of this Agreement, or for a period of two years thereafter.
8. Terms of
Agreement and Termination. This agreement shall be effective on the _____ day of
_______________, 19 ___ for a minimum of one year; thereafter, this agreement may be
terminated by either party upon thirty days written notice for each year this agreement is
in force (i.e., after the fourth anniversary date, 120 days notice would be required).
This agreement shall inure to the benefit of and be binding on the successors of the
Manufacturer including any purchaser of the Manufacturer or its assets.
9. Rights upon
Termination. Upon termination of this agreement for any reason, Representative
shall be entitled to commissions on all orders calling for shipment within 90 days of
termination into the Representatives territory which are dated or communicated to
manufacturer prior to the effective date of termination. In the case of bids opened
to scheduled to be opened prior to the termination of this agreement, the Representative
shall be paid commissions on all shipments pursuant to such bids as and when such
shipments are effected.
10. A. General. This
agreement contains the entire understanding of the parties, shall supersede any other oral
or written agreements, and shall be binding upon, inure to the benefit of the parties'
successors assigns. It may not be modified in any way without the written consent of
both parties. Representative shall not have the right to assign this agreement in
whole or in part without Manufacturers written consent.
B. This agreement shall be construed according to
the laws of the State of ________.
Dated ___________________________________
Representative __________________________________
Manufacturer ___________________________________ |
