This Distributor Agreement (“Agreement”), made and effective this ____________ (date) of 2009, by and between (“Company”), located at and (“Distributor”), located at
Company desires to appoint Distributor, and Distributor desires to accept appointment, as a Distributor of Company's products to specific customers as set forth herein.
NOW, THEREFORE, in consideration of the mutual agreements and promises set forth herein, the parties agree as follows:
1. RIGHTS GRANTED.
Company hereby grants to Distributor the right, on the ...view middle of the document...
The shipper will be selected by Company unless Distributor requests a reasonable alternative. All orders are subject to acceptance by Company. Except as otherwise expressly agreed by Company in advance, this Agreement shall control all aspects of the dealings between Company and Distributor with respect to the Company's Products and any additional or different terms in any Distributor order are hereby rejected. Minimum orders of at least $10,000.00 US dollars are expected, with a minimum 4 week lead time for all orders. Product will be prepaid as agreed by both parties. In addition, Distributor agrees to maintain minimum ongoing inventory of the Company’s products in its warehouse(s) at an acquisition value of $100,000.
5. MARKETING POLICIES.
Distributor will at all times maintain adequate inventories of Company's Products and will promote vigorously and effectively the sale of Company's Products through all channels of distribution prevailing in the Territory, in conformity with Company's established marketing policies and programs. Distributor will use its best efforts to sell Company's Products to reputable and financially responsible customers providing satisfactory consumer service throughout Distributor's primary marketing area.
6. DISTRIBUTOR’S GENERAL DUTIES.
A. Distributor shall maintain a place of business to display Company's Products. Distributor shall provide sales service on Company's Products sold to the assigned customers, using qualified personnel and subject to service policies satisfactory to Company.
B. Distributor shall hire sales personnel or appoint representatives to introduce, promote, market and sell Company's Products in the Territory. Such personnel and/or representatives shall be adequately trained by Distributor. Distributor shall employ sufficient numbers of sales personnel and/or representatives properly to market Company's Products to the assigned customers.
C. Distributor agrees not to engage in the distribution, promotion, marketing or sale of any goods or products that compete or conflict with Company's Products. Distributor agrees to supply to Company a list of items handled by Distributor following Company's request to ensure that no conflict exists.
7. ADVERTISING POLICIES.
Company will cooperate with Distributor and in providing for continuous and effective advertising and promotion of Company's Products, and Distributor agrees at Distributor's expense to participate in, actively promote and faithfully comply with the terms and conditions of such cooperative advertising and merchandising programs as Company may establish and offer to Distributor from time to time. Nothing herein shall prevent Distributor from independently advertising and marketing the Company's Products within the Territory, provided the form and content of the advertising or marketing materials are approved by Company in advance.
8. PRODUCT WARRANTY POLICIES.
In the event that any of Company's manufacturers’ Products are...