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Independent Rep Sales Agreement by reilss

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									             INDEPENDENT SALES AGENT AGREEMENT

This Agreement is made and entered into between Exquisite Electronic Products (Company), a
Texas Corporation with a principal place of business at
                (“Company or any of its applicable subsidiaries”) and
       , an independent contractor with a principal place of business at
               (“Agent”).

       In consideration of the mutual promises herein contained, the parties agree as follows:

Definitions: For purposes of this agreement, these terms have the meanings set for below

       (“Products”): Includes all items in Company or any of its applicable subsidiary’s current
       product line, which may be amended from time to time by Company or any of its
       applicable subsidiaries.

       (“Distribution Channels”): The United States and Canada

1.     Appointment of Agent.

       (a)     Company or any of its applicable subsidiaries hereby appoints Agent to develop
               and maintain a substantial volume of sales of their Products with pre-approved,
               specific new accounts in market segments within the Company’s Distribution
               Channels.

       (b)     Company or any of its applicable subsidiaries has no right to control the activities
               and operations of Agent, who shall be an independent contractor.

       (c)     Company or any of its applicable subsidiaries places no restrictions upon the
               number of other manufacturers represented by Agent, so long as none of them
               include items competitive, either directly or indirectly, with the Company’s
               Products.

       (d)     Agent may, from time to time appoint sub-agents in the Distribution Channels
               with the prior written approval of Company or any of its applicable subsidiaries.
               Under such circumstances, compensation of sub-agents is the sole responsibility
               of the Agent.



2.     Term.

       This Agreement shall remain in effect until terminated by either party as provided below
       in Section 10.


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3.   Products.

     (a)    The Products covered under this Agreement may be amended by Company or any
            of its applicable subsidiaries from time to time.

     (b)    Company or its applicable subsidiary expressly reserves the right to modify, alter,
            improve, change, or discontinue any or all of the Products. Any Products so
            modified, altered, improved, or changed shall automatically become subject to
            this Agreement.

4.   Prices, Terms and Sales Policy.

     (a)    All prices, discounts, specification, and terms governing the sale of Products shall
            be established by Company or any of its applicable subsidiaries, from time to
            time, and shall be under its exclusive control. Company or any of its applicable
            subsidiaries shall have the sole right of credit approval or credit refusal in all
            cases.

     (b)    Agent shall use its best efforts to actively and diligently solicit orders of Products
            for acceptance by Company or any of its applicable subsidiaries, quoting only the
            prices and terms established by Company or any of its applicable subsidiaries
            from time to time. Agent shall promptly forward directly to Company or any of
            its applicable subsidiaries all orders so obtained for acceptance by Company or
            any of its applicable subsidiaries. Agent is not authorized to accept any purchase
            order for Products on behalf of Company or any of its applicable subsidiaries or to
            otherwise finalize any sales. Company or any of its applicable subsidiaries
            reserves the right to accept or decline any order.

5.   Commissions.

     (a)    Company or any of its applicable subsidiaries shall pay Agent a commission
            percentage on the net amount of all orders or contracts accepted, originating in the
            Distribution Channels calculated as described in Exhibit I.

     (b)    Commissions shall be computed on the net invoice value of Products for which
            Company or any of its applicable subsidiaries has received payment, after
            Company or any of its applicable subsidiaries has deducted all freight, shipping or
            handling charges, taxes, C.O.D. charges, insurance, any refund, discount,
            allowance, credit or adjustment granted to a customer, whether or not as the result
            of judicial process or collection procedures, and costs incurred for collection and
            the like.

     (c)    If a commission payment has been made to Agent prior to a refund, discount,
            allowance, credit, or adjustment in favor of a customer, Company or any of its
            applicable subsidiaries may debit future commission payments accordingly.

     (d)    If an order or contract originates with some one other than Agent, but is shipped
            into any of the Agent’s Distribution Channels, Agent shall earn no commission.


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     (e)    All payments of commissions shall be made monthly, by the 30th day of the
            month following the month in which Company or any of its applicable
            subsidiaries receives payment from its customer. Company or any of its
            applicable subsidiaries shall provide Agent with a statement itemizing all invoices
            to customers and payments by customers for the preceding calendar month
            immediately preceding the 30th day of each month, together with a statement of
            commissions due to Agent with such payment. Company or any of its applicable
            subsidiaries may withhold payment of commissions accrued pending
            reconciliation of accounts, inventory, discounts, allowances, credits or
            adjustments in event of termination of this Agreement.

6.   Collections.

     (a)    While Company or any of its applicable subsidiaries may look for the cooperation
            of Agent in collecting delinquent accounts, it is expressly understood that full
            responsibility for all collection rests with Company or any of its applicable
            subsidiaries, which exercises complete control over the approval of all customer
            credits, orders, and contracts. Agent agrees to protect Company or any of its
            applicable subsidiaries to the best of its ability against loss, by reporting any
            available credit information and by assisting in such collections as may be
            agreeable to or required by Company or any of its applicable subsidiaries.

     (b)    Agent must forward immediately to Company or any of its applicable subsidiaries
            any and all monies or remittances in any form which it may collect or which may
            be placed in its hands by customers or accounts in the Distribution Channels.

     (c)    Agent shall make no allowances or adjustments in accounts, or authorize the
            return of any Products, unless given specific advance authorization, in individual
            cases, in writing, by Company or any of its applicable subsidiaries to do so.

7.   Selling Aids and Supplies.

     (a)    Company or any of its applicable subsidiaries shall supply Agent, without cost,
            from time to time, at Agent’s place of business, reasonable quantities of Company
            or any of its applicable subsidiary’s advertising and sales literature, samples,
            displays, catalogs, technical publications, drawings, and engineering or other
            Product data, as designed and made available by Company or any of its applicable
            subsidiaries to be helpful in advancing sales of Products. Agent shall be expected
            to make useful employment and effective use of such items, in accordance with its
            own best judgment and at its own expense.

     (b)    Agent shall not use the name of Company or any of its applicable subsidiaries in
            its firm, trade, or corporate name without the prior written consent of Company or
            any of its applicable subsidiaries. Agent may, however, use the phrase
            “authorized sales agent for Company or any of its applicable subsidiaries” in
            connection with the sales of Products. Company or any of its applicable
            subsidiaries is the owner of all trademarks and tradenames associated with the



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           Products, and any right or interest in the trademarks or tradenames which may
           accrue as a result of Agent’s activities under this Agreement is assigned to and
           inures to the sole benefit of Company or any of its applicable subsidiaries.

8.   Additional Obligations of Agent.

     (a)   Agent has no right to commit Company or any of its applicable subsidiaries in any
           manner whatsoever, without the prior written consent of Company or any of its
           applicable subsidiaries.

     (b)   Agent is responsible to work diligently for sale of the Products and in all
           reasonable and proper ways to promote the sale of the Products in the Company’s
           Distribution Channels.

     (c)   All expenses for the operation of Agent’s office and activity, as an independent
           contractor and free agent, including but not limited to office rent, supplies,
           stenographic and clerical assistance, salesmen’s and representatives’ salaries and
           commissions, telephone costs, telegrams, agency licenses and taxes, automobile
           and other insurance, and the like, shall be borne by Agent and Agent shall be
           solely responsible for payment of same.

     (d)   Agent shall be solely responsible for its own salesmen and representatives and for
           acts and things done by them. Agent must carry full liability insurance on any
           and all automobiles, trucks, or other transportation used by Agent, and will save
           Company or any of its applicable subsidiaries harmless from liability or loss
           arising therefrom. Agent will indemnify and hold Company or any of its
           applicable subsidiaries harmless against any loss or damage caused by any act of
           Agent, its employees or agents.

     (e)   Agent shall have no authority to vary, alter, enlarge, or limit orders or contracts or
           to make additional representations or guarantees. Agent shall have no authority to
           bind Company or any of its applicable subsidiaries to any contract, receive
           monies payable to Company or any of its applicable subsidiaries, endorse
           Company or any of its applicable subsidiary’s checks or commercial paper, or
           carry bank accounts in the name of Company or any of its applicable subsidiaries

     (f)   Agent will not give any greater warranty than that given by Company or any of its
           applicable subsidiaries and specified in Company or any of its applicable
           subsidiary’s brochures, catalogs, or price lists current at the time of sale of the
           Products.

     (g)   Agent will maintain in confidence all price lists and sales and service information
           regarding the Products, which Agent hereby acknowledges is confidential
           information and proprietary to Company or any of its applicable subsidiaries.

9.   Termination; Rights after Termination.




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      (a)    This Agreement may be terminated by either party for any reason upon thirty days
             advance written notice to the other party.

      (b)    Termination of this Agreement shall not avoid the liability of Company or any of
             its applicable subsidiaries to Agent for commissions with respect to invoices paid
             prior to the effective date of such termination. Deposits in the U.S. Mail by
             customer or Agent of payment of invoices shall be deemed to be payment for
             purposes of this Paragraph.

      (c)    Agent shall have the right to commissions for invoices paid or orders shipped by
             Company or any of its applicable subsidiaries to customers/products sold by the
             Agent for four (4) months subsequent to the effective date of such termination.

      (d)    The provisions of compensation set forth in section 6 shall survive termination of
             this agreement.

      (e)    Company or any of its applicable subsidiaries may withhold payment of
             commission accrued pending reconciliation of accounts, inventory, discounts,
             allowances, credits, or adjustments until after the effective date of such
             termination.

      (f)    Upon termination, all data, photographs, samples, literature, and sales aids of
             every kind, shall remain the property of Company or any of its applicable
             subsidiaries, and Agent shall return all such items in its possession as may be
             directed by Company or any of its applicable subsidiaries. Agent shall not make
             or retain any “confidential” items or information, with which it may have been
             entrusted as such, which, however, shall not include the regular exchange of
             business correspondence normally involved under the operation of this
             Agreement.

10.   Force Majeure.

      Neither Company or any of its applicable subsidiaries nor Agent shall be responsible for
      any delay or failure in performance of any part of this Agreement to the extent such delay
      or failure is caused by fire, flood, explosion, war, strike, embargo, government
      requirement, civil or military authority, act of God, inability to obtain raw materials or
      supplies of Products, acts or omissions of carriers and other similar causes beyond its
      control.

11.   General Conditions.

      (a)    Agent understands and expressly consents to Company or its applicable
             subsidiary’s reservation of authority to supplement, modify, alter or amend the
             Products subject to this Agreement, provided, however, that any change will not
             become effective until ten days after written notice of such change.

      (b)    Notice under this Agreement shall be given by certified or registered mail,
             overnight express service or mailgram, addressed to the party to be notified at the


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              address set forth below or at such other address as may be designated by the
              parties for such purposes.

        (c)   This Agreement constitutes the entire agreement between the parties with respect
              to the Products and supersedes all prior agreements and understandings of the
              parties, oral or written, with respect to the subject matter hereof.

        (d)   This Agreement shall be governed by and construed under the laws of the State of
              Ohio. Any dispute hereunder to be adjudicated by binding arbitration in
              Zanesville Ohio under the rules and procedures of the American Arbitration
              Association. Each of the parties shall select one arbitrator and the two thus
              selected shall select a third, which three arbitrators shall hear and determine the
              dispute between the parties.

        (e)   The headings contained herein are for the sole purpose of convenience of
              reference, and shall not in any way limit or affect the meaning or interpretation of
              any of the terms or provisions of this Agreement.

        (f)   This Agreement may not be assigned by Agent.

        (g)   If any term or condition of this Agreement shall be invalid or unenforceable of
              any extent or in any application, then the remainder of this Agreement, and such
              term or condition, except to such extent or application, shall not be affected
              thereby, and each and every term and condition of this Agreement shall be valid
              and enforceable to the fullest extent and in the broadest application permitted by
              law.

       IN WITNESS WHEREOF, this Agreement has been executed by duly authorized officers
of each of the parties as of the date first above written.

AGENT                                              COMPANY



By:                                                By:



Name:                                              Name:

Independent Contractor                             Chief Operating Officer

Date:                                              Date:

Notice Address:                                    Notice Address:




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EXHIBIT I

ACCOUNTS




    7
                               EXHIBIT II

                            COMMISSION
                            STRUCTURE
                            BY ACCOUNT
                             BY ORDER

                     %         MINIMUM
                 COMMISSION GROSS PROFIT
                    5.0%     40.0% - 44.9%
                    4.0%     35.0% - 39.9%
                    3.5%      30% - 34.9%
                    3.0%      25% - 29.9%
                    2.5%      20% - 24.9%
                    2.0%     17.5% - 19.9%
                    1.5%     15.0% - 17.4%

  The commission structure is dependent on minimum Gross Margins as stated.
Lower margins than stated will subject the commission structure to further change.




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