Retailer Agreement

					This document creates an agreement between a wholesaler or manufacturer and a
company that sells products directly to consumers. This document covers the length of
the agreement, the termination procedure, the products sold, and retail prices. This
document contains numerous standard provisions that are commonly included in these
types of agreements, and may be customized to fit the specific needs of the contracting
parties. This document is ideal for small businesses or other entities that want to enter
into a retail agreement to sell the products of a manufacturer or wholesaler.
                                   RETAILER AGREEMENT
THIS RETAILER AGREEMENT (the “Agreement”), made and entered into this __ day of
_________ 201_, by and between __________________with an address at _________________,
hereinafter called “Company”, and ____________________with an address at
_____________________, hereinafter called “Retailer”, collectively referred to as the “Parties”,
hereby agree as follows:

I. GRANT OF RIGHT

1.1     Company grants to Retailer, the non-exclusive right to purchase and resell at retail the
Company's range of products (collectively referred to as “Products”) at Retailer's stores (“Retail
Centers”) all operating under the same name [or, add if name is different]. For the purpose of the
Agreement, the Products to be purchased and resold by Retailer are set forth in the Appendix 1
of this Agreement.

1.2    Nothing in this Agreement grants Retailer an exclusive territory to market and resell the
Products.

II. TERM

2.1     Initial Term. This Agreement shall begin on date of execution and shall remain in full
force and effect for ____ ( ) years (the “Term”).

2.2    Renewal Term. This Agreement may be renewed for a period that may not exceed
______ (      ) years or the Term, whichever period is longer (the “Renewal Term”). Renewal
Terms shall be conditional upon satisfactory performance evaluations by the Company. Any
renewal shall be in writing and executed by both Parties and shall be subject to the same terms
and conditions set forth in this Agreement.

III. TERMINATION

3.1    This Agreement may be terminated by the Company or the Retailer prior to expiration
and without cause by providing no less than forty-five (45) days prior written notice to the other
party.

[OR]

3.1    This Agreement may only be terminated prior to the expiration with cause which shall be
defined as:

                  A. A misrepresentation by Company of a product;

                  B. A failure by Retailer to make timely payments to Company; or

                  C. Retailer’s violation of its obligations hereunder.




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3.2     In the event of Company seeks to terminated this Agreement for cause, it will furnish
written notice of termination to Retailer, and Retailer shall at prompt notice return all unsold
Products immediately upon termination. In the event of termination or expiration of this
Agreement, Retailer will be required to immediately return to Company any software,
equipment, unsold Product and merchandising material and will process any credits owed to
Retailer, as appropriate, for the returned, unsold Products. If shipment is not received within
fifteen (15) days of notification, Retailer agrees that Company will be authorized to deem all
unused Products to be sold to Retailer and invoice Retailer for all those unused Products.

IV. DESCRIPTION OF GOODS; SALE AND DELIVERY

4.1       Company shall sell, transfer, and deliver to Retailer the Products at the per unit cost set
forth in paragraph 4.6 herein, and Retailer shall sell the product at the ‘Suggested Retail Price’ as
shown in Appendix 2 unless otherwise agreed in writing by the Parties.

4.2     Company shall have the right, at any time, with ____ ( ) days notice, to decrease or
increase the Suggested Retail Price of Products. In the event the Company decreases the
Suggested Retail Price the Company will give a proportionate credit to the Retailer on the price
already paid by Retailer for a Retailer's unused stock of that type of Product at the time such
decrease is made and subsequently implemented by Retailer.

4.3      Should the Company introduce a new model of Products that has a different Suggested
Retail Price, Company shall notify Retailer of the Suggested Retail Price within 15 (fifteen) days
of the new model’s introduction. Subsequently, the Retailer's purchase price will be negotiated
by the Company with the Retailer.

4.4      Retailer shall have the right to continue selling the old model until its inventory is
depleted or to receive a full refund from the Company for any inventory of the old model that
Retailer has in stock at the time of introduction of new model.

4.5     Company will provide the Retailer the Products packaged for retail in a sealed package
[Instruction: Describe type of package if needed]. If Product is to be sold with additional items
or equipment then such a package will include the following: ___________________________.

4.6       Retailer's price is ______ (FOB or CNF) (the “Purchase Price”) to Retailer’s
distribution center. [Instruction: If there are multiple price points then you may choose to use
an Appendix]

4.7     Title to and risk of loss of Products shall pass to Retailer upon delivery and Retailer's
acceptance at the Retailer's distribution center. Thereafter, such risk of loss shall be on the
Retailer, including any Products thereafter returned to the Company until their receipt by
Company.

V. PAYMENTS

5.1     Retailer shall pay Company the full amount of the Purchase Price of the Products within
thirty (30) days of Retailer's receipt of invoice for Products received by Retailer. If Retailer is
delinquent in payment of any obligation to the Company, then Company, in its discretion and in


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addition to any other right and remedies it may have under this Agreement or law, may suspend
all pending orders and shipments to the Retailer until such delinquency is cured.

VI. PERMISSION TO USE MARKS

6.1       Company hereby grants to Retailer the right to use Company’s trademarks, trade
names, logos and such identification (“Marks”) only in connection with the resale of the
Products provided Retailer complies with the terms of this Agreement. Retailer acknowledges
that the Marks are a valuable and important property right and are essential to the goodwill and
reputation of the Products. Retailer further acknowledges Company’s interest in the Marks and
Retailer shall not claim any right to or title or interest thereto.

6.2        Retailer warrants that Retailer shall always obtain Company’s prior written
authorization to use and display, or permit the use and display of, the Marks at any retail outlet.

6.3        Retailer shall follow all rules, regulations, standards, and guidelines Company
establishes from time to time relating to the use and display of the Marks in connection with the
resale of the Products.

VII. QUALITY; RETAILERS RESPONSIBILITIES AND RESTRICTIONS

7.1       Retailer shall comply with the following obligations with respect to quality of Products,
requirements relating to the marketing, storage, and resale of the Products and restrictions on
Retailer.

7.2     Retailer shall not resell, nor may any operator of Retail Centers resell, products at Retail
Centers other than the Products purchased by Retailer from Company to be resold under the
Marks pursuant to the terms of this Agreement.

7.3   The quality of the Products must be strictly maintained and not adulterated,
commingled, or blended with any other products or substances in any manner.

7.4    All Products must be clearly identified, correctly labeled, and resold under their proper
marks.

7.5     All signs and other advertising devices or materials furnished by Company to Retailer
will remain Company's property, must be used solely in connection with the resale of the
Products, and must be returned to Company immediately upon demand at Retailer's expense.

7.6      Retailer shall obtain Company's prior written approval before using, or permitting the
use of, any promotional materials or advertising that bear any of the Marks.

7.7      The Products must be diligently and efficiently merchandised and promoted at Retail
Centers.

7.8      Retailer must conduct operations at the Retail Centers in a professional and business-
like manner and the public must be provided with prompt, courteous, and efficient service.



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7.9      Retailer shall promptly and courteously respond to any customer complaints (including
written responses when appropriate) and take immediate action to satisfactorily resolve each
customer complaint.

7.10    Retail Centers must be kept in a clean, sanitary, and safe condition and all property and
equipment kept in good operating condition and repair. The driveways, sidewalks, and other
landscaped areas must be kept in a neat and orderly appearance free from weeds, debris, snow,
ice, and rubbish. [Instruction: This paragraph is optional depending on the percentage of
Company’s Products Retailer carries compared to other company’s products]

7.11     Retail Centers may not be used for any unlawful, offensive, hazardous, unsightly, or
other objectionable purpose, including, but not limited to, the sale or display of materials with in
obscene, libelous, sexually explicit materials.

7.12      Retail Centers must be kept clear of vehicles, other mobile equipment, and obstructions
that restrict traffic flow, endanger customer safety, or detract from appearance. Retail Centers
may not be used to sell, lease, or store motor vehicles, trailers, boats, or other mobile equipment,
without Company’s prior written consent. [Instruction: This paragraph is optional depending
on the percentage of Company’s Products Retailer carries compared to other company’s
products and the type of Products being sold]

7.13      Retail Centers must be operated in a secure manner so that criminal activity is
adequately deterred from occurring there and so that all persons at Retail Centers are adequately
protected from injury, harm, or loss. Retailer has complete control over and the sole
responsibility for security at Retail Centers.

7.14     Retailer shall use its reasonable efforts to develop and actively promote the sales of
Products. Company reserves the right to market and sell, and authorize others to market and sell,
the Products in any manner Company chooses, including, without limitation, through its own
Retail Centers or through designated wholesalers or other retailers.

7.15    Retailer shall keep all Retail Centers supplied on a timely basis with sufficient volumes
and quantities of Products to meet the needs and demands of all Retail Centers and their
customers.

7.16      Retailer shall not sell, deliver, or otherwise supply the Products to Retail Outlet
Company has not authorized, in writing, Retailer to supply. Further, Retailer shall not supply the
Products to any company or retailer who Retailer knows or has reason to know will resell the
Products under trademarks or brand names other than those of Company.

VIII. COMPANY’S MARKETING RIGHTS

8.1       Company may, from time to time: (a) add, change, or modify the grade, Products brand
name, delivery package, or other distinctive designation of any Product; (b) change or modify the
formulations and specifications of any Product; and (c) upon 30 days’ prior notice, discontinue at
any time the sale of any Product in which event the Parties will be relieved of any further
obligation with respect to that Product.



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IX. RETAILER'S RETURN OF PRODUCTS

9.1      Company warrants that Retailer will receive a full credit of the original purchase price
for Products that are returned by customers to Retailer in both opened and unopened packages as
long as there is no visible evidence of damage to the Product.

9.2      If Retailer desires in writing to discontinue sale of the Products (a discontinuation of
less than the entire line of Products), Retailer will sell back and deliver to Company, free and
clear of all liens and encumbrances, all quantities of unsold Products for Company to repurchase
at Retailer's original purchase price from Company. Retailer win bear all costs and expenses in
returning the Products to the Company.

X. PRODUCT PLACEMENT (Optional)

10.1    Retailer will make every effort to place Products at its ____________ [Mention
Location] for a minimum of twelve (12) months beginning with initial product roll out. In the
event placement at checkout counters is not possible at select stores, Retailer will place Products
immediately behind its checkout counters in a highly visible location.

XI. TRAINING (Optional)

11.1     Retailer shall attend and shall cause all the managers or operators of Retail Centers to
attend a minimum of _____ ( ) hours/days of Company approved training courses or courses
deemed appropriate by Company for each year of the term of this Agreement, as and if required
by Company. The training will be conducted at a training facility designated by Company.

11.2       Upon Company’s request, Retailer shall provide proof of training for Retailer,
Retailer’s managers, and the operators of Retail Centers. Retailer shall have available and utilize
training equipment, materials, and programs made available by Company from time to time for
training purposes.

11.3      Additional training requirements, if any: ______________________________________

XII.     INSPECTION AND AUDIT

12.1      Retailer shall keep and maintain books and records which accurately reflect the net
sales made by Retailer under this Agreement for a minimum of three (3) years following the
end of the calendar year in which the sales occurred (it being understood and agreed that the
obligation to maintain such books and records would be satisfied by the maintenance of
computer systems data). Retailer grants Company, its agents, and representatives the right to
enter the Retailer’s premises and Retail Centers at all reasonable times with reasonable prior
notice to inspect the facilities, procedures, and materials being used in connection with the
purchase and sale of the Products, to obtain samples of and conduct tests on the Products, to
inspect the books and records pertaining to the purchase and sale of the Products, and to audit,
observe, and otherwise verify Retailer’s compliance with this Agreement. If such an audit
reveals a discrepancy of more than ___________ percent (__%), then Retailer will reimburse
Company for the reasonable and documented out-of-pocket costs of the audit. In addition,



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Retailer shall provide to Company, from each Department on a monthly basis, a report of sales
by each day of the month.

XIII. TAXES

13.1 Retailer shall pay all federal, state, and local taxes, excises, duties, license fees,
inspection fees, and other assessments and charges of any kind and nature, now or hereafter
levied, (“Taxes”) assessed by any governmental authority, relating to the importation (if
applicable), manufacture, sale, purchase, transportation, storage, resale, or use of the Products
insofar as the same is not expressly included in the price for the Products. If Retailer pays
directly any Tax normally remitted by Company, Company may require proof of payment of
such charges from Retailer and may require Retailer to provide a bond or other form of security
necessary to protect Company against loss arising from nonpayment. Retailer shall furnish
Company with satisfactory tax exemption certificates where an exemption is claimed.

XIV. WARRANTY AND DISCLAIMER

14.1 COMPANY WARRANTS THAT ALL PRODUCTS SOLD TO RETAILER WILL
MEET THE THEN-CURRENT SPECIFICATIONS OF COMPANY. COMPANY MAKES NO
OTHER WARRANTIES OF ANY KIND AS TO THE PRODUCTS SOLD TO RETAILER,
EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED
WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

XV. CLAIMS

15.1      Company will not be liable to Retailer for any defect in quality or shortage in quantity
of the Products unless: (1) Retailer gives Company notice within ____ ( ) business days after
delivery for shortages and within ____ ( ) business days after delivery for quality defects or ___
( ) business days after discovery if the defect is latent) and (2) Retailer provides Company with a
reasonable opportunity to inspect, take samples, and test the Products that are the subject of the
claim.

15.2     Except as set forth in Article 15.1 or claims relating to indebtedness, or as otherwise
specified in this Agreement, the Parties will not be liable to each other for any other claim arising
out of this Agreement unless the claimant provides the other party with written notice of the
claim (setting forth fully the facts on which the claim is based) within 180 days after the date on
which the claim arose.

XVI. COMPLIANCE WITH LAWS

16.1. Retailer shall, at its expense, obtain all permits and licenses which may be required under
any applicable Federal, state or local law, ordinance, rule or regulation by virtue of any act
performed in connection with the operation of each Retail Centers. SCRC shall comply fully
with all applicable Federal, state and local laws, ordinances, rules and regulations, including all
rules and regulations of the Federal Trade Commission.




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16.2 [Mention any specific laws for Retailer to comply with]

XVII. EXCUSES FOR NON-PERFORMANCE

17.1 Both Parties will be excused from their obligations under this Agreement (except for
financial obligations) to the extent that performance is delayed or prevented by the following
matters: circumstances reasonably beyond the Parties’ control including, but not limited to,
flood, ice storm, snowstorm, or earthquake; fire or explosion; delay or loss of transportation or
delivery equipment; mechanical breakdown; strikes or other labor trouble, plant shutdown, riots,
or other civil disturbances; or voluntary or involuntary compliance with any Law or request of
any governmental authority.

XVIII. CONFIDENTIALITY

18.1      Each of the Parties hereto agrees to maintain the confidentiality of any
proprietary or confidential information of the other party hereto that may be disclosed to the
respective Parties hereto in connection with the transactions contemplated hereby. Any
information of the respective Parties hereto shall be deemed to be proprietary or
confidential, unless expressly provided to the contrary. Upon the termination of the relationship
between the Parties for any reason, each party agrees to promptly return to the other any
confidential information of such other party in such first party’s possession. The provisions of
this Clause 18 shall survive the termination, for any reason, of this Agreement.

XIX. INDEMNITY

19.1       To the extent permitted by law, Retailer shall indemnify and defend Company, its
members, subsidiaries, affiliates and joint venture partners, and their respective directors,
officers, employees, and agents (“Indemnified Parties”) against all claims, demands, causes of
action, suits, damages, judgments, liens, penalties, and expenses, including, without limitation,
attorneys’ fees and litigation costs, whether incurred for an indemnified party’s primary defense
or for enforcement of its indemnification rights (collectively, “Claim”), including, without
limitation, any claim for harm, injury, or death to any person, or damage to property or to the
environment arising out of or in connection with any of the following matters:

        A. Retailer’s performance or nonperformance under this Agreement, including, without
limitation, Retailer’s possession, sale, transportation, storage, handling, and use of the products;

       B. Any action or omission of Retailer or Retailer’s employees, agents, contractors,
assigns, or third Parties; and

         C.    Any event or occurrence at or involving the operation of any Retailer’s outlet.

19.2     Retailer’s obligation to indemnify and defend extends to any claim caused by the
concurrent or contributory negligence or fault of an indemnified party but not to any claim
shown by final non-appealable judgment to have been caused by the indemnified party’s sole
negligence or any defect in the petroleum products not caused or contributed to by any
negligence or fault of Retailer.



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19.3      Notwithstanding Retailer’s obligations in Article 19 A, Retailer shall indemnify and
defend the Indemnified Parties against all claims arising solely at plants owned or operated by
Company but only to the extent of the negligence of Retailer, Retailer’s employees, agents, or
contractors.

XX. GENERAL

20.1 Neither this Agreement nor any right under or interest in this Agreement may be assigned
by Retailer without the express written consent of Company.

20.2 Notwithstanding anything in this Agreement to the contrary, Company shall have the
right to amend, modify, or change this Agreement in case of legislation, government regulation,
or change in circumstance beyond the control of Company that might affect materially the
relationship between Company and Retailer. This Agreement may be modifies or amended only
if the amendment is made in writing and signed by both Parties.

20.3 This Agreement shall be governed by and construed in accordance with the laws of the
State of ______________ and venue for any claims or disputes arising out of this Agreement
shall be in __________.

20.4 This Agreement and attached proposal contains the entire agreement of the Parties and
there are no other promises or conditions in any other agreement whether oral or written. This
Agreement supersedes any prior written or oral agreements between the Parties.

20.5 The failure of either party to assert a right hereunder or to insist upon compliance with
any term or condition of this Agreement will not constitute a waiver of that right or excuse any
other failure to perform any such term or condition by the other party. The provisions of this
Agreement are severable and to the extent that any provision hereof is determined to be invalid
or unenforceable under any controlling body of law, such invalidity or unenforceability shall not
in any way affect the validity or enforceability of the remaining provisions hereof.

20.6 Each party agrees that any breach of this Agreement is likely to cause the other party
substantial and irrevocable damage and therefore, in the event of any such breach, each party
agrees that the other party, in addition to such other remedies, which may be available, shall be
entitled to seek specific performance and other injunctive relief.

20.7 All notices required by these conditions to be written may be served by letter or fax.
Notices to such Party shall be served at their address shown previously in this Agreement or such
other address as such Party may have notified in writing to the others. The notice shall be
deemed to have been received:

              A. In the case of delivery by hand, when delivered; or
              B. In the case of pre-paid post, on the second day following the day of posting; or
              C. In the case of facsimile, on acknowledgement by the recipient facsimile receiving
              equipment, provided that the facsimile is confirmed by post.
              D. In the case of an email, when sent to the authorized email address of the recipient.




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20.8 This Agreement can be executed in multiple counterparts, each of which shall be deemed
enforceable without production of the others.

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date first
above written.

Company [______________________________]
By: ______________________________________
Title: ____________________________________


Retailer [______________________________]
By: ______________________________________
Title: ____________________________________




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                                                   APPENDIX 1
                                                     Products




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                                                 APPENDIX 2
                                                RETAIL PRICES


Products                    Quantity                    Retailer Cost     Suggested Retail Price




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DOCUMENT INFO
Description: This document creates an agreement between a wholesaler or manufacturer and a company that sells products directly to consumers. This document covers the length of the agreement, the termination procedure, the products sold, and retail prices. This document contains numerous standard provisions that are commonly included in these types of agreements, and may be customized to fit the specific needs of the contracting parties. This document is ideal for small businesses or other entities that want to enter into a retail agreement to sell the products of a manufacturer or wholesaler.