JM TURBO TECHNOLOGY CORP DISTRIBUTOR AGREEMENT
THIS AGREEMENT is made this ______ day of ______, 20__, by and between JM TURBO TECHNOLOGY CORP., with its principal place of business located at ____________________ [Address] (the "Company") and ______ [Name of Distributor], ______________________ [Address] _______________ (the "Distributor").
NOW, THEREFORE, in consideration of the promises here in after made by the parties here to, it is agreed as follows:
APPOINTMENT OF DISTRIBUTORSHIP
1. Distribution Right. The Company hereby appoints and grants Distributor the right to sell products of the Company listed in company’s website.
2. Prices. All prices stated on Company’s website are Manufacturer’s Suggested Retail Price (MSRP). Distributors need to provide valid business license and will get different levels of discount on MSRP of products. Prices do not include transportation costs which shall be borne by Distributor. Prices do not include federal, state or local taxes applicable to the products sold under this Agreement. Distributor shall pay such amount to the Company unless Distributor provides Company with a valid tax exemption certificate authorized by the appropriate taxing authority.
3. Initial Buy In. Distributor may have to purchase a certain amount of products at beginning to set up distributorship.
MARKETING AND SUPPORT
1. Stock Adjusting. Distributor will have opportunity to exchange stock once a year.
(a) Only brand new products can be adjusted;
(b) Transportation cost due to stock adjusting will need to be paid by distributor.
2. Advertising. Company shall, upon request, list Distributor information on Company website to help customer select appropriate or nearest distributors.
3. Training. Company shall furnish training of Distributor's sales and technical representatives at various times and locations as shall be designated for this purpose by Company. Enrollment in training courses shall be limited to a reasonable number of persons who shall be sufficiently qualified to take the courses. Distributor shall pay the salaries and all travel and lodging expenses and subsistence of its representatives.
1. Purchase Orders. Each order shall specify the number of units to be shipped, the type of units to be shipped (as identified by Company product number designations indicated in the company website) including all optional features, the desired method of shipment. Company shall indicate its acceptance of such release by returning a signed invoice to Distributor. Company agrees to ship units to Distributor as close as possible to the delivery schedule set forth in each order as accepted by Company, unless Company otherwise indicates in writing.
2. Shipment. All shipments lost or damaged in transit, or thereafter, shall pass liability to Distributor upon Company's delivery of products to a common carrier for shipment. Shipping dates are approximate and are based, to a great extent, on prompt receipt by Company of all necessary ordering information from Distributor. Company shall not be in default by reason of any failure in its performance under this Agreement if such failure results from, whether directly or indirectly, fire, explosion, strike, freight embargo, Act of God or of the public enemy, war, civil disturbance, act of any government, de jure or de facto, or agency or official thereof, material or labor shortage, transportation contingencies, unusually severe weather, default of any other manufacturer or a supplier or subcontractor, quarantine, restriction, epidemic, or catastrophe, lack of timely instructions or essential information from Distributor, or otherwise arisen out of causes beyond the control of the Company. Nor shall the Company at any time be liable for any incidental, special or consequential damages.
3. Cancellation. Distributor may, at any time prior to the scheduled date of shipment, cancel any or all products on order upon giving timely written notice.
1. Products Warranty. Company offers 12 months limited warranty on all brand new turbocharger products. Warranty coverage starts from Distributor’s sales date. Distributor must provide sales receipt or invoice to prove sales date or the warranty coverage will start from the date when distributor purchase products from Company.
2. Limitations on Warranty.
The Limited Warranty does not apply to any parts:
(a) Not used in accordance with Company’s written instructions;
(b) For which no fault is found;
(c) That have been modified in any manner not specifically approved by company;
(d) For which an inspection indicates that reasonable and proper installation and/or preventative care and maintenance has not occurred;
(e) That have been subject to damage attributable to or caused by misuse, abuse or vandalism; mishandling, improper shipping or other transit related damage; acts of god or insurrection; foreign object entry; any part not supplied by Company; any repair, maintenance or service by anyone or any other acts that are unauthorized by Company;
(f) Attributable to parts not supplied by Company.
3. Unlimited Warranty Upgrade Option.
Company will offer unlimited warranty upgrade option as a reasonable cost for distributor. Distributor must indicate the will of purchasing unlimited warranty service when place the order.
4. Details on the warranty and return policy, please take the initiative to consult Company, Company reserves the final interpretation.
DURATION OF AGREEMENT
1. Term. The term of this Agreement shall be for [e.g., five years] from the date hereof, unless sooner terminated. Termination shall not relieve either party of obligations incurred prior thereto.
2. Termination. This Agreement may be terminated only:
(a) By either party for substantial breach of any material provision of this Agreement by the other, provided due notice has been given to the other of the alleged breach and such other party has not cured the breach within [e.g., thirty (30) days] thereof; or
(b) By the Company if: there is an unacceptable change in the control or management of the Distributor; if the Distributor ceases to function as a going concern or makes an assignment for the benefit of creditors; if a petition in bankruptcy is filed by or against the Distributor, resulting in an adjudication of bankruptcy; or, if the Distributor fails to pay its debts as they become due and provided due notice has been given by the Company to the Distributor and the Distributor has not cured such breach within thirty (30) days thereof;
(d) Upon termination of this Agreement all further rights and obligations of the parties shall cease, except that Distributor shall not be relieved of (i) its obligation to pay any monies due, or to become due, as of or after the date of termination, and (ii) any other obligation set forth in this Agreement which is to take effect after the date of termination.