THIS AGREEMENT made effective the ______ day of ____________, ________.
IN CONSIDERATION of the covenants and agreements herein contained the parties agree as follows:
1. Appointment of Dealer
The Corporation appoints the Dealer as its sole _____________________ agent in the territory (the
"Territory") described in Schedule "A" attached hereto for the ______________________________ of the
Corporation (the "Products") described in Schedule "B" attached hereto upon the terms and conditions
herein set forth.
The term of this Agreement shall commence as of the ______ day of ____________, ________ and shall
continue until terminated as herein provided.
3. Exclusivity of Appointment
So long as the Dealer is not in breach hereunder, the Dealer shall, during the currency of this Agreement,
be the exclusive ________________________ agent of the Corporation to distribute and sell the Products
within the Territory and the Corporation shall not appoint any other agent nor otherwise distribute or
sell the Products in the Territory, except as herein provided.
4. Independent Contractor
The status of the Dealer shall be that of an independent contractor and the Dealer shall have no authority
to assume or create any obligation whatsoever, expressed or implied, in the name of the Corporation, nor
to bind the Corporation in any manner whatsoever. The Dealer shall have no authority hereunder to
enter into any contract of any kind on behalf of the Corporation, nor to endorse the Corporation's
cheques, nor to make allowances or adjustments on the Corporation's accounts for the return of
merchandise, except by written authorization of the Corporation. The Dealer undertakes and agrees that
it will not furnish to any customer or prospective customer, any warranties, undertakings or guarantees
of any nature whatsoever which may create an obligation or liability of the Corporation. In the event that
the Dealer does allow or furnish to customers or prospective customers, such warranties, undertakings or
guarantees then, in such event, the Dealer shall indemnify and save the Corporation harmless from any
claims, demands, damages, costs or losses whatsoever arising out of or in any way connected with such
warranties, undertakings or guarantees.
All expenses in connection with the Dealer's performance of this Agreement and its activities as agent for
the Corporation, including but not limited to travel, automobile, salaries and supplies shall be borne by
the Dealer and the Dealer shall be solely responsible for the payment thereof.
6. Acceptance of Orders
The Corporation reserves the right to accept or reject in its sole discretion any order for the purchase of
any Products, and shall not be bound by any order for the purchase of Products until it has accepted such
7. Obligations of the Dealer
During the currency of this Agreement the Dealer shall:
(a) use its best efforts to advertise and promote the sale of the Products in the Territory;
(b) anticipate Product requirements for each sales period and order promptly when requested for the
purpose of facilitating shipments at minimum transportation costs;
(c) maintain adequate sales, warehouse and service facilities and sufficient stock of Products to
ensure prompt delivery to customers;
(d) service any of the Products when called upon, whether or not such Products were sold by the
(e) provide and maintain signage as approved by the Corporation identifying the Dealer’s business
locations as the sales and service outlet of the Products in conspicuous and appropriate locations
inside and outside the Dealer's place of business;
(f) promptly comply with the terms of sale for any of the Products, as herein set forth and promptly
pay the sale price set by the Corporation in effect at the time of shipment; and
(g) purchase from the Corporation $_______________ worth of the Products during any twelve-
month period during the currency of this Agreement commencing on the date hereof.
8. Obligations of the Corporation
During the currency of this Agreement, the Corporation shall:
(a) sell to the Dealer the Products upon the terms and conditions herein set forth for resale by the
Dealer to end users of the Products;
(b) provide the Dealer with such assistance in advertising, signage, promotional materials, training
in servicing and such other assistance generally as the Corporation gives to its other dealers; and
(c) permit the Dealer to promote itself as an authorized agent and dealer for the Products.
9. Terms and Conditions of Sale
The terms and conditions of any sale by the Corporation to the Dealer of any of the Products shall be as
contained in the Corporation's standard form of sales agreement as is currently in use from time to time, a
copy of which present form of sales agreement is attached hereto as Schedule "C. In the event of any
conflict between the terms and conditions of this Agreement or the terms and conditions of the
Corporation's standard form sales agreement, the terms and conditions contained in this Agreement shall
prevail. The sale price of any Product and any applicable charges and taxes shall be paid by the Dealer
promptly when due without any deduction or set off whatsoever.
10. Discontinuance of Product Lines
The Corporation reserves the right from time to time, in its absolute discretion, without thereby incurring
any liability to the Dealer with respect to any order for Products placed by the Dealer, or otherwise, to
discontinue any Product line, terminate or limit deliveries of any Products, alter the design or the
construction of any Products and to add new and additional Products to its lines.
The Dealer shall provide the Corporation with a copy of the Dealer's annual financial statements
including the auditor's report or accountant’s comments thereon within _________ days following the
end of each fiscal year of the Dealer. The Dealer shall at all times, upon request by the Corporation,
furnish the Corporation with such further information concerning the Dealer's business and operations as
the Corporation in its sole discretion deems necessary from time to time.
12. Access to Dealer's Premises
At all reasonable times during the term of this Agreement, the Corporation or its duly authorized
representatives shall, upon prior notice to the Dealer, be permitted free access to the Dealer's premises to
inspect the operations of the Dealer to satisfy itself that the Dealer is conducting its business in a proper
13. Product Warranties
The Dealer agrees to honour the terms and conditions of the Corporation's standard form warranty in
effect on the date of sale by the Dealer, at the Corporation's expense, subject to obtaining the
Corporation's prior authorization to perform service or repairs for Products under warranty. The Dealer
shall not alter or modify any Product, part or accessory sold by the Dealer without the consent of the
Corporation. Any unauthorized alteration, modification, repair or service work performed by the Dealer
shall be at the Dealer’s sole cost and expense, and the Dealer hereby indemnifies and saves harmless the
Corporation against any liability it may incur by reason of any extension of its warranty arising out of
such unauthorized work by the Dealer.
14. Liability for Loss or Damage
The responsibility of the Corporation for loss or damage to any Products ordered by the Dealer shall
cease upon delivery of same to a common carrier chosen by the Corporation in its absolute discretion or
upon the Dealer taking possession of the same at the Corporation's _________ facility and any such
Products shall then be at the risk of the Dealer. All claims for shortages, damaged or defective Products
shall be made in writing by the Dealer within __________ days after the date of deliv