Agreement between a Distributor and Sales Representative
Agreement made, effective as of the (date), by and between (Name of Distributor), a
corporation organized and existing under the laws of the State of (Name of Distributor),
with its principal office located at (street address, city, county, state, zip), referred to in
this Agreement as Company, and (Name of Sales Representative) of (street address,
city, county, state, zip), referred to in this Agreement as Sales Representative.
I. Acceptance of Appointment. Company is a distributor for the following
described products: (describe). Sales Representative desires to sell said products in the
following described territory: (describe territory) subject to terms, conditions, and
covenants set forth in this Agreement. Sales Representative agrees to comply with the
terms and to perform all conditions contained in this Agreement.
II. Sales Territory. Sales Representative shall have the right to offer for sale
(specify products), hereinafter called Products, to customers in the following territory:
III. Solicitation and Taking of Orders
A. Sales Representative shall solicit and take orders for sales of Products
distributed by Company, at the list price current at the time of solicitation.
B. Requests for formal bids and quotations, prices on modifications, quantity
prices, and special equipment or options not shown on price lists will be
furnished by Company.
C. The list price of all Products shall be (F.O.B., Company’s address). All
shipping charges, taxes, export or import duties, packing and boxing, or any
other charges not specifically provided in this Agreement shall be additions to the
effective list price.
IV. Acceptance of Orders
A. All orders are to be forwarded to Company for acceptance. No order shall
constitute a binding obligation upon Company until it shall be accepted by
Company. Sales Representative shall have no authority to accept any order on
behalf of Company. Company reserves the right to reject any order for whatever
reason it may deem appropriate without obligation to Sales Representative for
B. All orders accepted by Company shall be subject to Company’s standard
terms and conditions of sale. Company shall have the sole authority to change
any terms or conditions.
C. Sales Representative shall make no settlement or collections on any
account, unless so authorized in writing by Company. The authority of Sales
Representative shall be strictly limited to the solicitation and taking of orders.
V. Sales Outside Territory. In the event Company receives an order originating
outside the above-specified territory, and by which shipments of Products are made by
Company into such territory, Company shall have the sole right to determine whether,
on any such order, any commission shall be due and payable to Sales Representative
and the amount of such commission, if any. The decision of Company in such cases
shall be final and without recourse.
A. Unless specifically agreed otherwise, Company will pay Sales
Representative as a commission, on all customers' orders received from Sales
Representative's territory, amounts equal to ___% of all commissions received by
Company on orders credited to Sales Representative's territory. Said commission
percentage shall increase to ____% on all sales above $__________ in any
(number) month period.
B. Commissions shall be paid to Sales Representative on the (number) day
of each month following the month in which payment is received by Company.
No commissions shall be due or payable until Company receives payment from
sales made pursuant to orders procured by Sales Representative.
C. Unless otherwise specified in this Agreement, if any orders are solicited
and taken by Company directly from customers in Sales Representative's
territory, Sales Representative shall be entitled to a commission on the sale in
the same manner as if Sales Representative had solicited and taken the order.
D. If this Agreement is terminated, Sales Representative shall be entitled to
the applicable commissions on all orders accepted by Company prior to the date
of termination. Such commissions will not be paid until payment is received by
Company for sales made pursuant to said orders.
E. Any change in the amount of commissions payable to Sales
Representative under this Agreement shall not be made without prior knowledge
and consent of Sales Representative.
VII. Responsibilities of Sales Representative
A. Sales Representative shall exert his best efforts to promote sales and
marketing to all customers within the above-specified territory.
B. Sales Representative shall furnish, as he develops, the following
information to Company:
1. Current activities of Sales Representative by written (weekly,
monthly or quarterly) reports.
2. Information on poor credit risk customers.
3. Competitive marketing problems, and the current developments in
Sales Representative's territory.
4. All complaints, comments, and critical remarks from customers.
VIII. Expenses. Sales Representative shall pay all of his own expenses in connection
with the solicitation of sales under th