Sales Agency Agreement with Exclusive Territory and a Month-to-Month Term by pellcity27


More Info
									 Sales Agency Agreement with Exclusive Territory and a Month-to-Month Term

Sales Agency Agreement made (date), between (Name of Principal), a corporation
organized and existing under the laws of (Name of State), with its principal office
located at (street address, city, state, zip code), referred to herein the Principal,
and (Name of Agent), of (street address, city, state, zip code), referred to herein
the Sales Agent.

Whereas, Principal engages in the business of manufacturing (describe Products),
hereinafter referred to as the Products; and

Whereas, Principal wishes to have Sales Agent act as the exclusive sales
representative of the Principal for the sale of the Products of Principal in the
territory defined below in this Agreement;

Now, therefore, for and in consideration of the matters described above, and of
the mutual benefits and obligations set forth in this agreement, the parties agree
as follows:

1.     Appointment of Sales Agent. Principal hereby appoints Sales Agent as
Principal's exclusive agent within the territory described in Paragraph 2 of this
Agreement, on the terms and conditions set forth in this Agreement, for the
solicitation and acceptance of orders for Principal's Products as defined above.

2.    Exclusive Sales Territory. The exclusive sales territory (the Territory)
referred to in this Agreement is described as follows: (description of Territory).

3.    Right of Sales Agent to Solicit and Take Orders. Sales Agent shall have the
exclusive right to solicit and take orders in the Territory for the Products
manufactured or distributed by Principal.

4.    Prices and Terms of Orders; Confirmation.
      A.     Sales Agent shall solicit and take orders, within the Territory, for such
      Products at the prices specified by Principal from time to time in Principal's
      price lists or special quotations, and on the standard terms and conditions
      of quotation or sale specified by Principal.

      B.     All orders solicited and taken by Sales Agent shall be subject to
     acceptance and confirmation in writing by an authorized representative of
     Principal. Decisions regarding a customer's credit, and all matters relating
     to billings and shipments to customers, shall be made only by Principal.
     Sales Agent, on request, shall assist Principal in obtaining credit information
     relating to customers or prospective customers. All quotations for sales
     made by Sales Agent to customers, or prospective customers, must be
     made expressly subject to the approval and confirmation of Principal.
     Quotations for sales are not final until such approval is given in writing by
     Principal if not otherwise provided.

5.   Acceptance of Orders by Principal.
     A.    Principal reserves the right in its sole discretion to decline to accept
     any order solicited or taken by Sales Agent and to discontinue sale of any
     item of Products or to allocate such Products during periods of shortages,
     without incurring any liability to Sales Agent for the payment of

     B.      Principal may cancel any order, either in whole or in part, without
     liability to Sales Agent, at any time after acceptance by Principal. Delivery
     dates by Principal shall be approximate only.

6.   Commissions on Sales.
     A.     Unless specifically agreed otherwise, Principal will pay, and Sales
     Agent shall be deemed to have earned, as commission on all uncancelled
     customer's orders received from Territory, amounts equal to the following
     percentages of the net selling price of Products that are sold within the
     Territory by Sales Agent: (commission schedule).

     B.     The term net selling price is defined as the gross amount of invoices
     rendered to customers, less deductions for state, federal and local taxes,
     freight allowances, trade or cash discounts, returns, refunds and any and all
     costs incurred in the prosecution or defense of any claims or actions
     relating to the Products or their sale.

     C.     Unless otherwise specified, if any orders are solicited and taken by
     Principal directly from customers in the Territory, Sales Agent shall be
     entitled to a commission on the sale in the same manner as if Sales Agent
      had solicited and taken the order.

7.     Tabulation of Commission Rates. Sales Agent agrees that a commission
shall not be credited to Sales Agent's account on Principal's books until the
purchaser has made settlement in full in cash or acceptable notes, in which case
Principal may withhold payment of the commission, wholly or in part, until such
notes are paid.

8.    Time of Payment of Commission. All commissions due Sales Agent shall be
payable by Principal on or before the (date) for billings and invoices made
between (date) and (date) for billings and invoices made between the (date)
and (date), inclusive, of the preceding month. Principal shall send Sales Agent
copies of all invoices covering sales of Products on which Sales Agent is entitled to
a commission.

9.     Refunds and Returns. If a customer does not pay any invoice due on the
customer's account to Principal within (number) months after the due date, Sales
Agent, on demand by Principal, shall refund all commissions paid on the unpaid
balance of the account. However, if the unpaid balance is subsequently recovered
by Principal, in whole or in part, the commission refunded shall be repaid (without
interest) to Sales Agent in proportion to the extent of the balance recovered. The
provisions of this Section shall survive any termination of this Agreement.

10. Sales Outside Territory. If Principal receives an order from Sales Agent
originating outside the Territory specified, by which order shipments of Products
are made by Principal into such Territory, Principal shall have the sole right to
determine whether, on any such order, any commission shall be due and payable
to Sales Agent and the amount of the commission. The decision of Principal in
such cases shall be final and without recourse.

11.   Devotion of Time and Skill.
      A.    Sales Agent agrees to use his best efforts to promote the sale and
      use of, and to solicit and secure orders for, the Products of Principal within
      the Territory.

      B.     Sales Agent shall respect Principal's policy as regards the sale of
      the Products of Principal. Sales Agent shall be furnished with sales
      literature and technical data by Principal, in reasonable quantities and
      without charge.

      C.     The parties agree that Sales Agent shall not become interested,
      directly or indirectly, in the sale of any Products that would compete with
      the Products of Principal, included in this Agreement, or that would conflict
      with the best interests of Principal.

12. Expenses and Disbursements. Sales Agent agrees to assume all expenses
incurred and all disbursements made as a sales representative of the Products of
Principal within the Territory. Sales Agent shall not incur any liability for such
expenses and disbursements for the account of Principal, and shall indemnify
Principal i
To top