DEALER AGREEMENT
THIS AGREEMENT is made this [Date] day of ______________ by and between [Name of Distributor], with its principal place of business located at [Address] (the “Distributor”) and [Name of Dealer], [Address] (the “Dealer”).
NOW, THEREFORE, in consideration of the promises hereinafter made by the parties hereto, it is agreed as follows:
ARTICLE I
APPOINTMENT OF DEALER
1. Distribution Right. The Company is the distributor in the business of selling and operating ___________________The Company hereby appoints and grants Dealer the exclusive and non-assignable right to sell the equipment of the Company listed in the then current “Price List” (Appendix “A” attached hereto), specialises in water resistance applicable of smart device together with the sale of chemicals [hereinafter referred to as “Chemical”]. The Dealer’s right shall be limited to customers who have places of business in, and will initially use the Company’s products in the geographic area set forth in Appendix “B” attached hereto.(hereinafter collectively called the “Products”)
2. Prices.
(i) Rental of Equipment : Dealer shall pay a Rental if Ringgit Malaysia Two Thousand only[ RM ____] per month on every 1st week of the month.
(ii) Option to Purchase : In the event, the Dealer chooses to purchase the Equipment, the Parties agrees that the price if the Equipment shall be Ringgit Malaysia Eighteen Thousand only [_____] per unit.
3. Terms. Cash term is applicable.
4. Competitive Equipment. Dealer agrees not to represent or sell other related products which are deemed to be competitive with the Company’s Equipment.
5. Modification. Dealer is not allowed to modify the products without the distributor’s written consent and in particular shall not carry out any,
(i) Repacking of the Products;
(ii) Make any marking on the Products sold;
(iii) Simply use other chemical materials [unless with Principal’s consent];
(iv) Represents other similar products [unless with Principal’s consent].
6. Rebranding. Any rebranding under dealer in remodeling/repackaging as supplied by distributor is not allowed.
7. Monthly commitment on purchase of product: Dealer needs to commit 2 sets of products every month, with the price of ____ per set.
8. Contract.
(i) Rental of Equipment : __ months contracts. Any cancellation within the six months’ duration, deposit will be forfeited.
(ii) Option To Purchase : No contract is required for outright purchase equipment. Dealer needs to bear the cost if there is any loss/damage in equipment.
9. Payment.
(i) Rental of Equipment : Deposit RM ____ and advance payment of RM ____ upon signing agreement.
(ii) Option To Purchase : Dealer needs to settle __% of downpayment upon place order and settle the balance __% after equipment delivered. However, the dealer reserves the right to inspect the equipment.
10. Should any problem with the equipment rented, either damaged or to be replaced, labour and replacement cost will be charged to the dealer.
11. Dealer is not allowed to relocate to other branches or location without distributor approval and shall at all times inform the Distributor the location where the Equipments are kept or stored.
ARTICLE II
MARKETING AND SUPPORT
1. Any sales and promotion activities conducted by the Dealer shall get the written consent from the Distributor.
2. Distributor will provide training to the Dealer upon appointment of distributorship. Instruction handbook will be provided.
3. Any promotion needs to be requested with consent from Distributor, not less than __________
ARTICLE III
DELIVERY
1. Equipment Acceptance. Upon receiving the equipment, Dealer is expected to stamp and sign to acknowledge the delivery order of Equipment.
ARTICLE IV
PROPRIETARY RIGHTS
1. Use of Company Name. Company expressly prohibits any direct or indirect use, reference to, or other employment of its name, trademarks, or trade name exclusively licensed to Company, except as specified in this Agreement or as expressly authorized by Company in writing.
2. Drawings and Data. The Company normally supplies all necessary data for the proper operation and maintenance of its Equipment. The Dealer agrees to abide by the terms of such markings and to be liable for all loss or damage incurred by the Company as a result of the improper or unauthorized use of such data. The Dealer shall not contact the Company’s suppliers, or any other person, for the purpose of manufacture.
3. Title to Products and Documentation Package. Dealer acknowledges that the Equipment and documentation are the property of Company, and that the products are being made available to Dealer in confidence and solely on the basis of its confidential relationship to Company, Dealer agrees not to print, copy, provide or otherwise make available, in whole or in part, any portion of an original or modified Equipment Documentation Package or related materials.
ARTICLE V
WARRANTY
- Misuse of Equipment. Any tampering, misuse or negligence in handling or use of Equipment renders the warranty void. Further, the warranty is void if, at any time, Dealer attempts to make any internal changes to any of the components of the Equipment; if at any time the power supplied to any part of the Equipment exceeds the rated tolerance; if any external device attached by Dealer creates conditions exceeding the tolerance of the Equipment; or if any time the serial number plate is removed or defaced
- Maintainance. the Distributor will provide free mainenance for a period of one (1) year except for parts namely sprinkle, clip, straw (easily damaged products). In the case of the maintenance of the above said parts outside of Penang island, after the Dealer sends the Products back to the Distributor, the Distributor shall bear the transporation charges and fees (whichever is applicable) for the respective products, after repaired, to be sent or delivered to Dealer.
- For purpose clarity, the warranty for a period of 1 year shall be applicable from the date of purchase of the parts or equipment.
- For avoidance of doubt, distributor will not be responsible for any defects or damages due to the following reasons:
(a) Bad condition of storeroom, mismanagemenet on the part of dealer i.e product rusting, shape change, damage;
(b) The machine and/or the products have been tampered with whereby parts and/or products have been removed or moved, stickers and serial;
(c) Damage due to usage, maintainance and mismanagement;
(d) Damage due to third party
5. Any use of 3rd party chemical in the service, there won’t be any warranty cover.
6. In the event of loss, no free service will be provided if using 3rd party chemical.
ARTICLE VI
DURATION OF AGREEMENT
1. Term. The term of this Agreement shall be for [e.g., six months] from the date hereof, unless sooner terminated. Termination shall not relieve either party of obligations incurred prior thereto.
2. Termination. This Agreement may be terminated only:
(a) If Dealer gives written notice pertaining the discontinue of the contract.
(b) Renting : Any cancellation within the six months’ duration, any deposit will be forfeited.
ARTICLE VII
GENERAL PROVISIONS
1. Conflict resolution. In the event of having conflicts, the following methods could be used to resolve:
[i] If both parties have arguement during the contract duration, firstly it should be resolved diplomatly. If discussion doesn’t work, then it needs to be solved by the court where distributor resides or citizen court and charge by law.
[ii] This contract needs two sets for same copy of document, have the same legal impact, both distributor and dealer keep one set each, will be effective after both parties representatives sign and stamp. To make sure the seriousness of the contract, amendment, photocopy,scan copy are ineffective.
Should this agreement has unsolved matters, additional clauses will be added later.
2. Applicable Law. This Agreement shall be governed by the laws of Malaysia and is accepted by Company/Principal at its Corporate Office at
_____________________________________________
3. Loss and damages will be born by Dealer.
_____________________ The remaining of this page is intentionally left blank ________________________
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized officers as of the date and year indicated above.
DISTRIBUTOR
By:_________________________________
(Authorized Officer)
DEALER
By:_________________________________
(Authorized Officer)
EXHIBIT A
PRICE LIST AS OF ______________[Date] ,
EXHIBIT B
DESCRIPTION OF THE TERRITORY
Subject to the provisions of Article I of this Agreement, the following states shall constitute the Territory:
______________________________________________________________________________________
[Describe Geographic Areas]
