DISTRIBUTORSHIP AGREEMENT
THIS AGREEMENT is made this ___ day of __________________, ________, by and between [to insert company name], with its principal place of business located at (to insert address) (the “Company”) and __________________________________[Name of Distributor] [I/C No :_______________________], at _____________________________________________________________ [Address] (the “Distributor”).
NOW, THEREFORE, in consideration of the promises hereinafter made by the parties hereto, it is agreed as follows:
ARTICLE I
APPOINTMENT OF DISTRIBUTORSHIP
1. Distribution Right.
1.1 The company is the principal in the business of selling and operating water resistance product of smart device. The Company hereby appoints and grants Distributor the exclusive and non-assignable right to sell the equipment of the Company (hereinafter known as the “Equipment”) listed in the current “Price List” (Appendix “A” attached hereto), specializes in _______________.The distributor 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.
2. Prices.
2.1 Price is fixed at (to insert price and amount). Prices do not include transportation costs which shall be borne by Distributor. Prices do not include local taxes applicable to the products sold under this Agreement, subject to the changes of the tax policy of the country.
3. Manner of payment.
3.1 Only cash term is applicable.
4. Competitive Equipment.
4.1 Distributor agrees not to represent or sell other related products which are deemed to be competitive with the Company’s Equipment.
5. Modification.
5.1 Distributor is not allowed to modify the products without the principal’s written consent and in particular shall not carry out any,
a. repacking of the Products;
b. make any marking on the Products sold.
c. simply use other chemical materials [unless with Principal’s written consent]
d. represents other similar products [unless with Principal’s written consent]
6. Rebranding.
6.1 Any rebranding by the Distributor in remodeling and/or repackaging as supplied by the Principal is not allowed. [Unless with Principal’s written consent].
7. Monthly commitment.
7.1 Distributor needs to commit at least one unit [1] of ___ every __ months. As for _________________.
8. Payment.
8.1 Distributor needs to settle 50% of down payment when the order is placed while the remaining balance of the 50% must be settled upon delivery of the equipment. The Distributor shall reserve his right to inspect the equipment before accepting them.
8.2 For the purchase of the Equipment by the Distributor, the Distributor shall make full payment to the Company and upon delivery of the Equipment at the Company’s above said address, the Distributor shall arrange all necessary transportation to collect the Equipment.
9. Terms
9.1 The Terms in this Agreement shall be revised from time to time in the future subject to any issues that may occurred.
ARTICLE II
MARKETING AND SUPPORT
1. The Distributor may conduct any sales and promotion upon written consent from the Principal.
2. All training and instruction handbook will be provided by the Principal upon appointment of the Distributorship. Distributor is expected to train his own appointed dealer (s).
ARTICLE III
DELIVERY
1. Purchase Orders. Distributor shall order Equipment by way of written notice to the Company. Each order shall specify the number of units to be shipped.
2. Equipment Acceptance. Upon receiving the equipment, Distributor shall stamp and acknowledge the delivery order of Equipment.
3. Shipment.
3.1 Distributor shall be responsible to collect the equipment from the Principal’s factory. [insert details of ex warehouse company information]
3.2 Distributor shall bear all costs of transportation and insurance. Distributor shall promptly reimburse the Company if the Company prepays and/or otherwise pays for such expenses.
3.3 Company shall not be in default by reason of any failure in its performance under this Agreement if such failure results from, whether directly or indirectly, fire, explosion, strike, freight embargo, act of God or of the public enemy, war, civil disturbance, act of any government, de jure or de facto, or agency or official thereof, material or labor shortage, transportation contingencies, unusually severe weather, default of any other manufacturer or a supplier or subcontractor, quarantine, restriction, epidemic, or catastrophe, lack of timely instructions or essential information from Distributor, or otherwise arisen out of causes beyond the control of the Company. Nor shall the Company at any time be liable for any incidental, special or consequential damages.
4. Cancellation. Distributor whether making order for the chemical or equipment after issuance of purchase order to the Company, the Distributor is not allowed to cancel, postpone and/or deferred the order in whatsoever way or manner.
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 Distributor 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 Distributor shall not and/or attempt to contact the Company’s suppliers, or any other person, for the manufacturing purposes.
3. Title to Products and Documentation Package. Distributor acknowledges that the Equipment and documentation are the property of Company, and that the products are being made available to the Distributor in confidence and solely on the basis of its confidential relationship to Company, Distributor 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 any other related materials.
ARTICLE V
WARRANTY
1. 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, Distributor 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 Distributor creates conditions exceeding the tolerance of the Equipment; or if any time the serial number plate is removed or defaced.
2. Maintenance. Principal will provide free maintenance 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 Malaysia, Principal shall bear the transportation charges and fees (whichever is applicable) for the respective products to be sent or delivered to the Distributor.
3. For clarity purposes, the warranty period of ___ year shall be applicable from the date of purchase of the parts or equipment.
4. For avoidance of doubt, the Distributor shall not be responsible for any defects or damages due to the following reasons:
4.1 Bad condition of storeroom, mismanagement on the part of dealer i.e product rusting, shape change, damage;
4.2 The machine and/or the products have been tampered with whereby parts and/or products have been removed or moved, stickers and serial;
4.2 Damage due to usage, maintenance and mismanagement;Damage due to third party.
5. Any use of 3rd party chemical in the service will not be covered by the warranty terms provided by the Company.
6. In the event of loss, no free service will be provided if 3rd party chemical is being used.
ARTICLE VI
DURATION OF AGREEMENT
1. Term. The term of this Agreement shall be for three years [3] 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:
2.1 If either party in this Agreement serves a fourteen (14) days written notice to the other party
2.2 In the event any of the following occur:
a. the distributor refuse, fail and/or neglect to pay the Company for any monies due and owing for purchase of equipment at anytime;
b. the distributor fails to inform the Company the location of the Equipment when requested by the Company;
c. the Company finds out that the Equipment went missing or stolen; and
d. the Company finds out that the Distributor or its dealers uses 3rd party chemical other than the Chemical supplied by the Company;
e. the Company is entitled to repossess the Equipment;
f. the Company is entitled to charge the Distributor for the full selling price of the Equipment; if the Equipment went missing or stolen;
g. the Company is entitled to take any legal action to recover any payment due and owing to the Company against the Distributor; and/or
h. The Company is entitled to void all warranty provided by the Company to the Distributor upon any breach of the terms stipulated in this Agreement.
ARTICLE VII
GENERAL PROVISIONS
1. Conflict resolution. In the event of conflicts, the following methods could be used to resolve:
1.1 If the Parties in this Agreement cannot reach to an agreed term, it should be resolve diplomatically and/or in the event it still does not resolve the matter, the parties may seek direction from the court, where the Distributor resides or citizen court and charge by law.
1.2 For avoidance of doubt, only the stamped and signed documents that were kept by each party in this Agreement shall be accepted for the purposes of the original agreed terms of this Agreement made between the Parties. Any amendment, photocopy, scan copy of the same are to be treated as void and ineffective.
1.3 If there is any unresolved matters that may arise out of this Agreement, new and/or additional clauses may be added in upon agreed by the Parties.
2. Applicable Law. This Agreement shall be governed by the laws of Malaysia and is accepted by Company at its Corporate Office in (to insert address)
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.
COMPANY
By:_________________________________
(Authorized Officer)
DISTRIBUTOR
By:_________________________________
(Authorized Officer)
EXHIBIT A
PRICE LIST AS OF __________, _______
1. Equipment (to insert price and amount). [Price Per UNIT]
2. Chemical (to insert price and amount). [Price Per Set]
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]
