Tarsons Distributor Agreement
Tarsons Distributor Agreement
NOW, THEREFORE, in consideration of the mutual agreements promises set forth herein,
the parties agree as follows:
1. Rights Granted.
Manufacturer hereby grants to Distributor a non-exclusive right, on the terms and conditions
contained below, to purchase, inventory, promote and resell "Manufacturer's Products" (as
defined below).
2. Products.
As used in this Agreement, the term "Manufacturer's Products" shall mean the products,
related service parts and accessories manufactured and/or sold by Manufacturer as follows:
Tarsons Products with the exception of Private Label, OEM and Tarsons co-branded products.
3. Terms of Sale.
All sales of Manufacturer's Products to Distributor shall be made pursuant to this Agreement
at such prices and on such terms as Manufacturer shall establish from time to time on at least
thirty (30) days’ notice. Manufacturer agrees to properly pack all items for shipment. Risk of
loss due to damage or destruction of Manufacturer's Products shall be borne by Distributor
after delivery to the carrier for shipment. The shipper will be selected by Manufacturer
unless Distributor requests a specific carrier and will bear all costs. All orders are subject to
acceptance by Manufacturer. Except as otherwise expressly agreed by Manufacturer in
advance, this Agreement shall control all aspects of the dealings between Manufacturer and
Distributor with respect to the Manufacturer's Products and any additional or different terms
in any Distributor order are hereby rejected.
4. Payment.
Distributor shall pay all charges in advance on acceptance of order by Manufacturer, as
shown on the proforma invoice.
5. Marketing Policies.
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Distributor will at all times maintain adequate inventories of Manufacturer's Products and will
promote vigorously and effectively the sale of Manufacturer's Products through all channels
of distribution prevailing in Distributor's "primary marketing area" (as defined below), in
conformity with Manufacturer's established marketing policies and programs. Distributor
will use its best efforts to sell Manufacturer's Products providing satisfactory consumer
service throughout Distributor's primary marketing area. Distributor acknowledges its intent
to concentrate its marketing of the Manufacturer's Products in its "primary” marketing area.
6. Merchandising Policies.
Manufacturer will provide Distributor with merchandising assistance from time to time in the
form of advertising programs, product and sales training and sales promotions. Distributor
agrees to fully use such assistance in carrying out Manufacturer's merchandising and sales
promotion policies.
7. Sales Policies.
Sales quotas, giving reasonable regard to past performance and market potential of
Manufacturer's Products, may be established by Manufacturer from time to time.
9. Indemnification.
A. Manufacturer agrees to protect Distributor and hold Distributor harmless from any
loss or claim arising out of inherent defects in any of Manufacturer's Products existing at the
time such product is sold by Manufacturer to Distributor, provided that Distributor gives
Manufacturer immediate notice of any such loss or claim and cooperates fully with
Manufacturer in the handling thereof.
B. Distributor agrees to protect Manufacturer and hold Manufacturer harmless from
any loss or claim arising out of the negligence of Distributor, Distributor's agents, employees
or representatives in the installation, use, sale or servicing of Manufacturer's Products or
arising out of any representation or warranty made by Distributor, its agents, employees or
representatives with respect to Manufacturer's Products that exceeds Manufacturer's limited
warranty. Further, in the event that any of Distributor's dealers shall, with respect to any of
Manufacturer's Products purchased from Distributor, fail to discharge the dealer's obligations
to the original consumer pursuant to the terms and conditions of Manufacturer's product
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warranty and consumer service policies, Distributor agrees to discharge promptly such
unfulfilled obligations.
In addition to any other right or remedy to which Manufacturer may be entitled, shipments
may be suspended at Manufacturer's discretion in the event that Distributor fails to promptly
and faithfully discharge each and every obligation in this Section.
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agents or representatives of Manufacturer. Distributor will not modify any of Manufacturer's
Products without written permission from Manufacturer. Neither Distributor nor
Manufacturer shall have any right to enter into any contract or commitment in the name of, or
on behalf of the other, or to bind the other in any respect whatsoever.
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D. Neither party shall be liable to the other because of such termination for
compensation, reimbursement or damages on account of the loss of prospective profits or
anticipated sales, or on account of expenditures, investments, lease or commitments in
connection with the business or good will of Manufacturer or Distributor or for any other
reason whatsoever growing out of such termination.
17. Acknowledgments.
Each party acknowledges that no representation or statement, and no understanding or
agreement, has been made, or exists, and that in entering into this Agreement each party has
not relied on anything done or said or on any presumption in fact or in law, (1) with respect to
this Agreement, or to the duration, termination or renewal of this Agreement, or with respect
to the relationship between the parties, other than as expressly set forth in this Agreement; or
(2) that in any way tends to change or modify the terms, or any of them, of this Agreement or
to prevent this Agreement becoming effective; or (3) that in any way affects or relates to the
subject matter hereof. Distributor also acknowledges that the terms and conditions of this
Agreement, and each of them, are reasonable and fair and equitable.
19. Assignment.
Neither this Agreement nor any interest in this Agreement may be assigned by Distributor
without the prior express written approval of Manufacturer, which may be withheld by
Manufacturer at Manufacturer's absolute discretion.
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21. Notices.
Any notice required by this Agreement or given in connection with it, shall be in writing and
shall be given to the appropriate party by personal delivery or by certified mail, postage
prepaid, or recognized overnight delivery services;
If to Manufacturer:
23. Severability.
If any term of this Agreement is held by a court of competent jurisdiction to be invalid or
unenforceable, then this Agreement, including all of the remaining terms, will remain in full
force and effect as if such invalid or unenforceable term had never been included.
24. Headings.
Headings used in this Agreement are provided for convenience only and shall not be used to
construe meaning or intent.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above
written.
______________________________ _______________________
Signature Date
_____________________________ _______________________
Signature Date
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