This document is a sales representative agreement between Hwacheon Machinery America, Inc. and an unnamed representative. It outlines the terms of the representative's appointment to solicit sales contracts for Hwacheon's machine tool products in a designated territory. Key points include: the representative's status as an independent contractor; obligations to promote sales and provide customer support; limitations on use of Hwacheon's trademarks; a non-competition clause; and terms for commission payments based on completed sales contracts and customer payments received by Hwacheon.
In the INTERNATIONAL COMMERCIAL AGENCY AGREEMENT TEMPLATE the agent receives payment exclusively through commission on transactions which are completed successfully.
This is an example template for an agency agreement under Belgian law. It should more or less comprise all elements that are recommended to be addressed, of course how they are addressed is subject to negotiation between the parties. The document therefore can serve as a guideline for the negotiations.
Note: do not commercialize this template.
Note: consider seeking legal help in using the template if you find yourself short of "legal savvy" in that area.
INTERNATIONAL SALES REPRESENTATIVE AGREEMENT TEMPLATEGlobal Negotiator
In the INTERNATIONAL SALES REPRESENTATIVE AGREEMENT TEMPLATE the Representative shall negotiate and close transactions of purchase and sale on behalf of the Company.
The INTERNATIONAL DISTRIBUTION AGREEMENT TEMPLATE can be used for international distribution of different types of products such as food, beverages, consumer goods, industrial supplies, machinery, etc.
The INTERNATIONAL SALES COMMISSION AGREEMENT regulates the relations between a person or a company, Agent, which manages the sales for a company, Principal, which supplies products and which wishes to move into international markets.
In the INTERNATIONAL COMMERCIAL AGENCY AGREEMENT TEMPLATE the agent receives payment exclusively through commission on transactions which are completed successfully.
This is an example template for an agency agreement under Belgian law. It should more or less comprise all elements that are recommended to be addressed, of course how they are addressed is subject to negotiation between the parties. The document therefore can serve as a guideline for the negotiations.
Note: do not commercialize this template.
Note: consider seeking legal help in using the template if you find yourself short of "legal savvy" in that area.
INTERNATIONAL SALES REPRESENTATIVE AGREEMENT TEMPLATEGlobal Negotiator
In the INTERNATIONAL SALES REPRESENTATIVE AGREEMENT TEMPLATE the Representative shall negotiate and close transactions of purchase and sale on behalf of the Company.
The INTERNATIONAL DISTRIBUTION AGREEMENT TEMPLATE can be used for international distribution of different types of products such as food, beverages, consumer goods, industrial supplies, machinery, etc.
The INTERNATIONAL SALES COMMISSION AGREEMENT regulates the relations between a person or a company, Agent, which manages the sales for a company, Principal, which supplies products and which wishes to move into international markets.
MANUFACTURING AND DISTRIBUTION AGREEMENT FORMAT
FREE LEGAL AND ACCOUNTANT FORMATS
KANOON KE RAKHWALE INDIA
HIRE LAWYER ONLINE
LAW FIRMS IN DELHI
CA FIRM DELHI
VISIT : https://www.kanoonkerakhwale.com/
VISIT : https://hirelawyeronline.com/
The INTERNATIONAL SERVICES AGREEMENT TEMPLATE is used for the supply of a wide range of services in international markets such as business management, information technology or advertising.
INTERMEDIARY CONTRACT FOR INTERNATIONAL TRADE - Contract Template and SampleGlobal Negotiator
This is a Intermediary Contract for international trade operations (www.globalnegotiator.com) in which potential clients have been identified. Once the operations are concluded, the contract is ended.
Contrato de Alianza Estrategica en ingles - Strategic Alliance ContractGlobal Negotiator
El Contrato de Alianza Estratégica - en Inglés Strategic Alliance Contract - se utiliza para establecer acuerdos con empresas en el exterior que puede tener distintos objetivos: llevar a cabo un proyecto de investigación, diseñar y fabricar nuevos productos o, prestar servicios complementarios
CONTRAT REPRESENTATION COMMERCIAL INTERNATIONALE - Modèle de Contrat et ExempleGlobal Negotiator
Dans le CONTRAT DE REPRÉSENTATION COMMERCIAL INTERNATIONALE une société qui est intéressée dans le développement de ses ventes sur des marchés extérieurs, passe un accord avec un Représentant.
Contracts are a part of our everyday life, arising in collaboration, trust, promise and credit.
How are contracts formed? What makes a contract enforceable? What happens when one party breaks a promise?
CONTRAT AGENT COMMERCIAL INTERNATIONAL - Modèle de Contrat et ExempleGlobal Negotiator
Dans le CONTRAT D´AGENT COMMERCIAL INTERNATIONAL, l´agent s’occupe de la promotion des opérations de commerce international, en tant qu’intermédiaire indépendant, sans assumer le risque des opérations.
In the INTERNATIONAL SUPPLY AGREEMENT TEMPLATE the products will be delivered by the Supplier to the Purchaser at the delivery points specified in the Annex of the Agreement.
In the INTERNATIONAL FRANCHISE AGREEMENT TEMPLATE the Franchisor confers to the Franchisee the exclusive right to distribute its products in establishments which are uniformly equipped and furnished.
Contract of guarantee - Legal Environment of Business - Business Law - Manu M...manumelwin
According to Section 126, “a contract of Guarantee is a contract to perform the promise or to discharge the liability of a third person in case of his default.”
1 CONTRACT
2 OFFER AND ACCEPTANCE
3 CONSIDERATION
4 CAPACITY TO CONTRACT
5 FREE CONSENT
6 LEGALITY OF OBJECT
7 CONTINGENT CONTRACT
8 QUASI CONTRACT
9 PERFORMANCE OF CONTRACT
10 DISCHARGE OF CONTRACT
11 REMEDIES FOR BREACH OF CONTRACT
INTERNATIONAL JOINT VENTURE CONTRACT - Contract Template and SampleGlobal Negotiator
The International Joint Venture (www.globalnegotiator.com) governs the relationship between two companies based in different countries, and which set up a third company (the Joint Venture).
CONTRAT INTERNATIONAL DE FABRICATION - Modèle de Contrat et ExempleGlobal Negotiator
Le CONTRAT INTERNATIONAL DE FABRICATION est utilisé lorsqu'une société demande à une autre société située dans un pays différent de fabriquer ses produits.
DISTRIBUTION AGREEMENT FORMAT
FREE LEGAL AND ACCOUNTANT FORMATS
KANOON KE RAKHWALE INDIA
HIRE LAWYER ONLINE
LAW FIRMS IN DELHI
CA FIRM DELHI
VISIT : https://www.kanoonkerakhwale.com/
VISIT : https://hirelawyeronline.com/
MANUFACTURING AND DISTRIBUTION AGREEMENT FORMAT
FREE LEGAL AND ACCOUNTANT FORMATS
KANOON KE RAKHWALE INDIA
HIRE LAWYER ONLINE
LAW FIRMS IN DELHI
CA FIRM DELHI
VISIT : https://www.kanoonkerakhwale.com/
VISIT : https://hirelawyeronline.com/
The INTERNATIONAL SERVICES AGREEMENT TEMPLATE is used for the supply of a wide range of services in international markets such as business management, information technology or advertising.
INTERMEDIARY CONTRACT FOR INTERNATIONAL TRADE - Contract Template and SampleGlobal Negotiator
This is a Intermediary Contract for international trade operations (www.globalnegotiator.com) in which potential clients have been identified. Once the operations are concluded, the contract is ended.
Contrato de Alianza Estrategica en ingles - Strategic Alliance ContractGlobal Negotiator
El Contrato de Alianza Estratégica - en Inglés Strategic Alliance Contract - se utiliza para establecer acuerdos con empresas en el exterior que puede tener distintos objetivos: llevar a cabo un proyecto de investigación, diseñar y fabricar nuevos productos o, prestar servicios complementarios
CONTRAT REPRESENTATION COMMERCIAL INTERNATIONALE - Modèle de Contrat et ExempleGlobal Negotiator
Dans le CONTRAT DE REPRÉSENTATION COMMERCIAL INTERNATIONALE une société qui est intéressée dans le développement de ses ventes sur des marchés extérieurs, passe un accord avec un Représentant.
Contracts are a part of our everyday life, arising in collaboration, trust, promise and credit.
How are contracts formed? What makes a contract enforceable? What happens when one party breaks a promise?
CONTRAT AGENT COMMERCIAL INTERNATIONAL - Modèle de Contrat et ExempleGlobal Negotiator
Dans le CONTRAT D´AGENT COMMERCIAL INTERNATIONAL, l´agent s’occupe de la promotion des opérations de commerce international, en tant qu’intermédiaire indépendant, sans assumer le risque des opérations.
In the INTERNATIONAL SUPPLY AGREEMENT TEMPLATE the products will be delivered by the Supplier to the Purchaser at the delivery points specified in the Annex of the Agreement.
In the INTERNATIONAL FRANCHISE AGREEMENT TEMPLATE the Franchisor confers to the Franchisee the exclusive right to distribute its products in establishments which are uniformly equipped and furnished.
Contract of guarantee - Legal Environment of Business - Business Law - Manu M...manumelwin
According to Section 126, “a contract of Guarantee is a contract to perform the promise or to discharge the liability of a third person in case of his default.”
1 CONTRACT
2 OFFER AND ACCEPTANCE
3 CONSIDERATION
4 CAPACITY TO CONTRACT
5 FREE CONSENT
6 LEGALITY OF OBJECT
7 CONTINGENT CONTRACT
8 QUASI CONTRACT
9 PERFORMANCE OF CONTRACT
10 DISCHARGE OF CONTRACT
11 REMEDIES FOR BREACH OF CONTRACT
INTERNATIONAL JOINT VENTURE CONTRACT - Contract Template and SampleGlobal Negotiator
The International Joint Venture (www.globalnegotiator.com) governs the relationship between two companies based in different countries, and which set up a third company (the Joint Venture).
CONTRAT INTERNATIONAL DE FABRICATION - Modèle de Contrat et ExempleGlobal Negotiator
Le CONTRAT INTERNATIONAL DE FABRICATION est utilisé lorsqu'une société demande à une autre société située dans un pays différent de fabriquer ses produits.
DISTRIBUTION AGREEMENT FORMAT
FREE LEGAL AND ACCOUNTANT FORMATS
KANOON KE RAKHWALE INDIA
HIRE LAWYER ONLINE
LAW FIRMS IN DELHI
CA FIRM DELHI
VISIT : https://www.kanoonkerakhwale.com/
VISIT : https://hirelawyeronline.com/
WAREHOUSE AGREEMENT FORMAT
FREE LEGAL AND ACCOUNTANT FORMATS
KANOON KE RAKHWALE INDIA
HIRE LAWYER ONLINE
LAW FIRMS IN DELHI
CA FIRM DELHI
VISIT : https://www.kanoonkerakhwale.com/
VISIT : https://hirelawyeronline.com/
Every seller requires the process of distribution in order to move the products from the warehouse to retailers and finally to the consumer. There is a great need to create an ideal connection with various companies for the same. If you’re a supplier, it is essential for you to know how to write a distribution proposal to attract ideal distributors because that would affect your overall sales and revenue generation. This PPT slideshow will help you in creating a well-formatted proposal to put forward to your potential distributors. With this distributor agreement, pitch the most suitable distributors for your products and maximize your profit. Our Distributor Agreement Proposal PowerPoint Presentation Slides are committed to creating firm connections. This business proposal PPT is focused on effective communication. List down the products your company manufactures and sells along with the acceptance and scope. Elucidate your prices, terms of sale and payment process using these proposal PPT slides. Mention the areas where a distributor desires to purchase the products from your company. This agreement proposal allows you to explain the responsibilities of the distributors and company. Give your potential distributors an overview of the time duration and the termination of the project. Using this distributor PowerPoint slideshow, you can explain the general provisions to the distributors. With the help of this highly professional and well-researched agreement proposal PPT templates, reach up to the most suitable distributors for your products and increase your sales efficiently. Download this professional PPT proposal and pitch the ideal distributors for your company.
Exclusive Distributorship Agreement Sample (Purchase this doc, Text: 08118887...GLC
Exclusive Distributorship Agreement Sample, to Purchase this doc, visit this link:
https://sdkpermit.company.site/products/Exclusive-Distributorship-Agreement-Template-p524911304
A Franchise Agreement is a legal contract between a franchisor and franchisee. The agreement characterizes the foundation of the terms between both the consenting groups, which requires trust. Being a distributor, it is crucial for you to know how to write a franchise agreement proposal in order to attract various business groups. This template will help you in presenting a well-defined proposal to your prospective clients. Our franchise agreement Proposal PowerPoint Presentation Slides is committed to creating firm connections between different business groups. This business proposal PPT is focused on effective communication. List down the orders, prices, and terms of sales and payment. Define the responsibilities of distributors and the company. Give your potential distributors an overview of the general provision, time duration, and the termination of the project. With this franchise agreement proposal PowerPoint Presentation, you will be able to explain your scope to the business groups. With a highly professional and well-researched agreement proposal PPT template, you can reach up to the most leading businesses to distribute the franchise and grow your business efficiently. The content in the proposal is researched by business professionals and is appropriate for a franchise agreement. Therefore, download this excellent PPT and create a franchise agreement proposal for your company.
PART IDirections Please review the License Agreement below .docxodiliagilby
PART I
Directions
: Please review the License Agreement below and answer the questions.
Please apply APA format in text citing, reference list, and double-space.
Limit your word count to 2,000 words.
Please visit the Academic Resource Center for help with APA format.
If applicable, include arguments from each side.
If a criminal case exists, you would present arguments from the prosecutor and the defense attorney.
If it is a civil case, then you would argue as a plaintiff and defense lawyer.
Be sure that your answers respond to the questions.
Do not restate the problem in your answer. Mention the facts where relevant to your analysis. If you are asked for a recommendation, be sure to include one, but do not fail to consider counterarguments.
If your answer depends upon essential information not set forth in the question, state what that information is and how it affects your answer.
If facts are missing in your argument, please state what facts would be pertinent to each party’s case; also list any facts or information that could potentially damage a party’s case.
Read the questions carefully and attempt to answer each directly.
Clear, well-organized, and concise writing will be rewarded.
If there are ambiguities in the questions, discuss the ambiguity and how it impacts your answer.
You may consult your text, lecture notes, or outlines that you have personally prepared.
License Agreement:
License Agreement
This License Agreement is entered into between ABC, LLC, a California limited liability company (“Company”), and XYZ, Inc. a Nevada corporation (“
Customer
”) (collectively, the “Parties,” or individually, a “Party”).
This License Agreement is effective as of the date of last signature (“Effective Date”).
For good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Parties agree as follows:
1.
Definitions
Unless the context of a provision herein otherwise requires, words importing the singular shall include the plural and vice-versa.
The words “include,” “includes” or “including” shall mean include without limitation, includes without limitation or including without limitation.
As used in this Agreement (as defined below), the following terms have particular meanings as defined below.
“Agreement”
means this License Agreement, together with all related exhibits, orders and amendments.
“Confidential Information”
means (i) information disclosed by a Party relating to the Services (as defined below), product development strategy and activity, marketing strategy, corporate assessments and strategic plans, either present or future; pricing, financial and statistical information, accounting information, identity of and information regarding the Parties to this Agreement, suppliers, employees, investors, or customers; software, source code, systems, processes, designs, schematics, methods, techniques, algorithms, formulae, inventions, discoveries, policies, guidelin.
VENDOR AGREEMENT FORMAT
FREE LEGAL AND ACCOUNTANT FORMATS
KANOON KE RAKHWALE INDIA
HIRE LAWYER ONLINE
LAW FIRMS IN DELHI
CA FIRM DELHI
VISIT : https://www.kanoonkerakhwale.com/
VISIT : https://hirelawyeronline.com/
Form of Representative Agreement (Purchase this doc, Text: 08118887270 (Whats...GLC
Form of Representative Agreement, , to Purchase this doc, visit this link:
https://sdkpermit.company.site/products/Representative-Agreement-Template-p524912038
[INSERT TITLE HERE] 1Homework 3PART IDirections Pleas.docxdanielfoster65629
[INSERT TITLE HERE] 1
Homework 3
PART I
Directions: Please review the License Agreement below and answer the questions. Please apply APA format in text citing, reference list, and double-space. Limit your word count to 2,000 words. Please visit the Academic Resource Center for help with APA format.
If applicable, include arguments from each side. If a criminal case exists, you would present arguments from the prosecutor and the defense attorney. If it is a civil case, then you would argue as a plaintiff and defense lawyer. Be sure that your answers respond to the questions. Do not restate the problem in your answer. Mention the facts where relevant to your analysis. If you are asked for a recommendation, be sure to include one, but do not fail to consider counterarguments. If your answer depends upon essential information not set forth in the question, state what that information is and how it affects your answer. If facts are missing in your argument, please state what facts would be pertinent to each party’s case; also list any facts or information that could potentially damage a party’s case.
Read the questions carefully and attempt to answer each directly. Clear, well-organized, and concise writing will be rewarded. If there are ambiguities in the questions, discuss the ambiguity and how it impacts your answer. You may consult your text, lecture notes, or outlines that you have personally prepared.
License Agreement:
License Agreement
This License Agreement is entered into between ABC, LLC, a California limited liability company (“Company”), and XYZ, Inc. a Nevada corporation (“Customer”) (collectively, the “Parties,” or individually, a “Party”). This License Agreement is effective as of the date of last signature (“Effective Date”).
For good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Parties agree as follows:
1. Definitions
Unless the context of a provision herein otherwise requires, words importing the singular shall include the plural and vice-versa. The words “include,” “includes” or “including” shall mean include without limitation, includes without limitation or including without limitation. As used in this Agreement (as defined below), the following terms have particular meanings as defined below.
“Agreement” means this License Agreement, together with all related exhibits, orders and amendments.
“Confidential Information” means (i) information disclosed by a Party relating to the Services (as defined below), product development strategy and activity, marketing strategy, corporate assessments and strategic plans, either present or future; pricing, financial and statistical information, accounting information, identity of and information regarding the Parties to this Agreement, suppliers, employees, investors, or customers; software, source code, systems, processes, designs, schematics, methods, techniques, algorithms, formulae, inventions, discoveries.
CO-BRANDING AGREEMENT FORMAT
FREE LEGAL AND ACCOUNTANT FORMATS
KANOON KE RAKHWALE INDIA
HIRE LAWYER ONLINE
LAW FIRMS IN DELHI
CA FIRM DELHI
VISIT : https://www.kanoonkerakhwale.com/
VISIT : https://hirelawyeronline.com/
A business operator uses the method of distribution to move the products from warehouse to retailers and ultimately to the consumer. For which, there is a need to create an ideal connection with the companies. Distribution is exclusive when only certain retailers are given the option of distribution of the product. As a supplier, it is essential to know how to write an exclusive distribution proposal in order to attract quality distributors since the position is only offered to a single distributor. These PPT slides will help you in presenting a well defined proposal your potential distributors will help you attract the most suitable distributors for your products. Our Exclusive Distributor Agreement Proposal PowerPoint Presentation Slides are committed to creating firm connections. This business proposal PPT is focused on effective communication. List down the products your company manufactures and sells. Define the areas where a distributor desires to purchase the products from your company for resale in different territories or geographic landscapes. Give your potential distributors an overview of their expected responsibilities and the time duration of the project. With this exclusive distributor PowerPoint Presentation, you will be able to explain the general provisions to the distributors. With highly professional and well-researched agreement proposal PPT templates, you can reach up to the most suitable distributors for your products and grow your business efficiently. Download this excellent PPT and create an exclusive distributor proposal for your company.
CONSULTANCY AGREEMENT FORMAT
FREE LEGAL AND ACCOUNTANT FORMATS
KANOON KE RAKHWALE INDIA
HIRE LAWYER ONLINE
LAW FIRMS IN DELHI
CA FIRM DELHI
VISIT : https://www.kanoonkerakhwale.com/
VISIT : https://hirelawyeronline.com/
Dream Biotech Private Limited . is th menufacturer plant growth promoters agribusiness e largest manufacturer of the agrochemicals products and pesticides products all over India. Dream Biotech possess a ranking from environment management system ISO 1400:2015. Our product range is precisely developed under advanced technology and is in line with the prevailing industry quality standard
Similar to Contract sales representative agreement (20)
Things to remember while upgrading the brakes of your carjennifermiller8137
Upgrading the brakes of your car? Keep these things in mind before doing so. Additionally, start using an OBD 2 GPS tracker so that you never miss a vehicle maintenance appointment. On top of this, a car GPS tracker will also let you master good driving habits that will let you increase the operational life of your car’s brakes.
What Does the PARKTRONIC Inoperative, See Owner's Manual Message Mean for You...Autohaus Service and Sales
Learn what "PARKTRONIC Inoperative, See Owner's Manual" means for your Mercedes-Benz. This message indicates a malfunction in the parking assistance system, potentially due to sensor issues or electrical faults. Prompt attention is crucial to ensure safety and functionality. Follow steps outlined for diagnosis and repair in the owner's manual.
Why Is Your BMW X3 Hood Not Responding To Release CommandsDart Auto
Experiencing difficulty opening your BMW X3's hood? This guide explores potential issues like mechanical obstruction, hood release mechanism failure, electrical problems, and emergency release malfunctions. Troubleshooting tips include basic checks, clearing obstructions, applying pressure, and using the emergency release.
"Trans Failsafe Prog" on your BMW X5 indicates potential transmission issues requiring immediate action. This safety feature activates in response to abnormalities like low fluid levels, leaks, faulty sensors, electrical or mechanical failures, and overheating.
What Exactly Is The Common Rail Direct Injection System & How Does It WorkMotor Cars International
Learn about Common Rail Direct Injection (CRDi) - the revolutionary technology that has made diesel engines more efficient. Explore its workings, advantages like enhanced fuel efficiency and increased power output, along with drawbacks such as complexity and higher initial cost. Compare CRDi with traditional diesel engines and discover why it's the preferred choice for modern engines.
5 Warning Signs Your BMW's Intelligent Battery Sensor Needs AttentionBertini's German Motors
IBS monitors and manages your BMW’s battery performance. If it malfunctions, you will have to deal with an array of electrical issues in your vehicle. Recognize warning signs like dimming headlights, frequent battery replacements, and electrical malfunctions to address potential IBS issues promptly.
What Does the Active Steering Malfunction Warning Mean for Your BMWTanner Motors
Discover the reasons why your BMW’s Active Steering malfunction warning might come on. From electrical glitches to mechanical failures and software anomalies, addressing these promptly with professional inspection and maintenance ensures continued safety and performance on the road, maintaining the integrity of your driving experience.
In this presentation, we have discussed a very important feature of BMW X5 cars… the Comfort Access. Things that can significantly limit its functionality. And things that you can try to restore the functionality of such a convenient feature of your vehicle.
Comprehensive program for Agricultural Finance, the Automotive Sector, and Empowerment . We will define the full scope and provide a detailed two-week plan for identifying strategic partners in each area within Limpopo, including target areas.:
1. Agricultural : Supporting Primary and Secondary Agriculture
• Scope: Provide support solutions to enhance agricultural productivity and sustainability.
• Target Areas: Polokwane, Tzaneen, Thohoyandou, Makhado, and Giyani.
2. Automotive Sector: Partnerships with Mechanics and Panel Beater Shops
• Scope: Develop collaborations with automotive service providers to improve service quality and business operations.
• Target Areas: Polokwane, Lephalale, Mokopane, Phalaborwa, and Bela-Bela.
3. Empowerment : Focusing on Women Empowerment
• Scope: Provide business support support and training to women-owned businesses, promoting economic inclusion.
• Target Areas: Polokwane, Thohoyandou, Musina, Burgersfort, and Louis Trichardt.
We will also prioritize Industrial Economic Zone areas and their priorities.
Sign up on https://profilesmes.online/welcome/
To be eligible:
1. You must have a registered business and operate in Limpopo
2. Generate revenue
3. Sectors : Agriculture ( primary and secondary) and Automative
Women and Youth are encouraged to apply even if you don't fall in those sectors.
Core technology of Hyundai Motor Group's EV platform 'E-GMP'Hyundai Motor Group
What’s the force behind Hyundai Motor Group's EV performance and quality?
Maximized driving performance and quick charging time through high-density battery pack and fast charging technology and applicable to various vehicle types!
Discover more about Hyundai Motor Group’s EV platform ‘E-GMP’!
Symptoms like intermittent starting and key recognition errors signal potential problems with your Mercedes’ EIS. Use diagnostic steps like error code checks and spare key tests. Professional diagnosis and solutions like EIS replacement ensure safe driving. Consult a qualified technician for accurate diagnosis and repair.
𝘼𝙣𝙩𝙞𝙦𝙪𝙚 𝙋𝙡𝙖𝙨𝙩𝙞𝙘 𝙏𝙧𝙖𝙙𝙚𝙧𝙨 𝙞𝙨 𝙫𝙚𝙧𝙮 𝙛𝙖𝙢𝙤𝙪𝙨 𝙛𝙤𝙧 𝙢𝙖𝙣𝙪𝙛𝙖𝙘𝙩𝙪𝙧𝙞𝙣𝙜 𝙩𝙝𝙚𝙞𝙧 𝙥𝙧𝙤𝙙𝙪𝙘𝙩𝙨. 𝙒𝙚 𝙝𝙖𝙫𝙚 𝙖𝙡𝙡 𝙩𝙝𝙚 𝙥𝙡𝙖𝙨𝙩𝙞𝙘 𝙜𝙧𝙖𝙣𝙪𝙡𝙚𝙨 𝙪𝙨𝙚𝙙 𝙞𝙣 𝙖𝙪𝙩𝙤𝙢𝙤𝙩𝙞𝙫𝙚 𝙖𝙣𝙙 𝙖𝙪𝙩𝙤 𝙥𝙖𝙧𝙩𝙨 𝙖𝙣𝙙 𝙖𝙡𝙡 𝙩𝙝𝙚 𝙛𝙖𝙢𝙤𝙪𝙨 𝙘𝙤𝙢𝙥𝙖𝙣𝙞𝙚𝙨 𝙗𝙪𝙮 𝙩𝙝𝙚 𝙜𝙧𝙖𝙣𝙪𝙡𝙚𝙨 𝙛𝙧𝙤𝙢 𝙪𝙨.
Over the 10 years, we have gained a strong foothold in the market due to our range's high quality, competitive prices, and time-lined delivery schedules.
1. SALES REPRESENTATIVE AGREEMENT
This Agreement is made and entered into as of this ______ day of ________ 20 __ by
and between HWACHEON MACHINERY AMERICA, INC., an Illinois corporation with its
principal place of business at 50 Lakeview Parkway, Suite 119, Vernon Hills, Illinois 60061
(hereinafter referred to as “Company”), and _________________________________, a
________________________________________________, with its principal place of business
at _______________________________________ (hereinafter referred to as “Representative”).
WITNESSETH:
WHEREAS, Company is engaged in the sale and distribution in the United States of a
complete line of machine tools and related products (“Products”), as further defined in Schedule
A;
WHEREAS, Representative desires to be appointed as a sales representative for the
Products in the Territory, as defined herein, upon the terms and conditions set forth herein; and
WHEREAS, Company is willing to appoint Representative as its sales representative for
the Products in the Territory upon the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the mutual promises and covenants of the
parties as hereinafter more fully set forth, and other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties hereto, hereby agree as follows:
1. DEFINITIONS.
Definitions. For purposes of this Agreement, unless the context otherwise requires, the
following terms and variations thereof shall have the meanings specified or referred to in this
Section 1.
“Contract Price” shall mean the selling price (less all discounts, allowances and returns, all
of which may be negotiated by Company at its sole discretion) for the
Products provided for in a Sales Contract, but excluding all other items
such as, without limitation, nonrecurring engineering charges, service
and maintenance fees, taxes, cost of transportation, insurance and all
1
2. other costs or charges of any kind.
“Customer” shall mean any customer or potential customer of the Products within the
Territory. “Customer” shall not include (i) any authorized distributors
appointed by Company, (ii) any specific customers which are identified
by Company in Schedule C attached hereto and made a part hereof (the
“House Accounts”). Company reserves the right to amend Schedule C,
upon notice to Representative, at any time, for any reason, and in any
way, including, but not limited to, listing additional House Accounts.
“Base Price” shall mean the price established by Company for the Products as between
Company and Representative.
“Products” shall mean the products of Company as more fully described in Schedule
A, attached hereto. Additional Products may be added to such list of
Products from time to time only by the mutual written agreement of the
parties. Any of the Products, as listed in Schedule A, may be modified,
replaced by a new or different product, or removed from Schedule A by
Company without prior consent or notice to Representative if such
modification, replacement or removal is the result of Company’s or
manufacturer’s action in the nature of design changes, model changes,
product discontinuance or product improvement with such changes,
replacement or improved products to be included under this Agreement.
“Sales Contract” shall mean a binding and effective written contract for the sale of the
Products, entered into by Company and a Customer. “Sales Contract”
shall not include: (i) a blanket purchase order, (ii) master purchasing
agreement or (iii) other similar arrangement pursuant to which a
Customer is not obligated to purchase any Products until the Customer
issues a release or other purchase order. No “Sales Contract” shall exist
until the Customer and Company have agreed upon the Products,
quantities, prices and shipping dates for a particular order.
“Territory” shall mean the specific geographic area, identified in Schedule B, in
which Representative has its primary market and its primary sales
responsibility.
2
4. 2. APPOINTMENT.
2.1 Appointment. Company hereby appoints Representative as a sales representative to
solicit Sales Contracts for Products from Customers located in the Territory, and Representative
hereby accepts such appointment, all in accordance with the terms and conditions set forth
herein. In consideration of the said appointment, Representative hereby agrees to exert its best
efforts during the term of this Agreement to vigorously promote the sale of the Products in the
Territory.
2.2 No Other Representatives Located In Territory. Company shall not appoint any other
sales representative for the Territory, except as provided in this Agreement. Notwithstanding the
foregoing, (i) nothing contained in this Agreement shall limit Company’s right to sell products
other than the Products in the Territory, (ii) Company reserves the right to directly contact any
Customer in the Territory at any time and (iii) Representative acknowledges that sales to
Customers in the Territory may result from the efforts of other representatives of Company and
such sales shall not be deemed a breach of this Agreement nor entitle Representative to
commission, except as provided in this Agreement. This Agreement shall apply to and govern
only the sale of the Products specified herein and no other different products, goods or
merchandise imported, sold or distributed by Company shall be encompassed within the terms
and provisions of this Agreement.
2.3 Certain Limitations. Notwithstanding anything to the contrary, if, in Company’s sole
judgment made in good faith, Representative shall have materially defaulted under this
Agreement, then Company may: (i) assign to another sales representative or Company’s own
sales department any of the duties of Representative with regard to any or all of the affected
Territory or Customers; (ii) unilaterally delete any or all Customers from this Agreement; or (iii)
exercise its rights under (i) and (ii) above, in addition to any other rights provided by law or this
Agreement. Company shall give ten (10) days prior written notice of the Company’s action(s).
4
5. 3. RELATIONSHIP BETWEEN PARTIES.
3.1 Independent Contractor. Nothing in this Agreement shall be construed to constitute
Representative as an employee, co-contractor, agent, partner, or joint venture of Company or any
affiliate or shareholder of Company. Representative is and shall remain an independent
contractor of Company solely responsible for Representative’s own actions. Without limitation,
Representative shall have no authority to bind Company, to accept service of process, to receive
notice or to perform any act on Company’s behalf. Representative acknowledges that
Representative is not acting as a dealer or distributor of any goods but only as an independent
sales representative.
3.2 Representative’s Functions. Representative shall have only those authorities granted
under this Agreement.
4. COMPANY’S OBLIGATIONS.
4.1 Company shall supply to Representative, from time to time without charge, reasonable
quantities of catalogs, circulars and other printed materials that Company deems necessary or
useful for Representative to conduct sales and marketing of the Products.
4.2 Company shall offer factory training, technical advice and assistance to Representative to
assist Representative to render sales assistance and servicing to its customers.
5. REPRESENTATIONS AND WARRANTIES; OBLIGATIONS AND
RESPONSIBILITIES OF REPRESENTATIVE.
5.1 Warranties and Representations of Representative. Representative represents and
warrants to Company that if Representative is a corporation or other registered organization, it is
duly organized, existing and in good standing under and by virtue of the laws of the state under
which Representative has been organized. Representative shall not change its state or
organization, change its form of business or organization, or change its legal name, without
providing Company at least thirty (30) days prior written notice.
5.2 Sales Responsibility. Representative shall sell the Products in the Territory by all
legitimate means, and in connection therewith, shall:
5
6. A. Establish and maintain adequate facilities and personnel as may be
necessary to meet the obligations assumed hereunder;
B. Furnish Company at its address indicated on the first page hereof with
written monthly reports to be provided before the 5th of each month on forms provided by
Company regarding acceptability of the Products within the Territory, pricing data
regarding competitive products, state of the machine tool market within the Territory,
state of the leads it is following, suggestions for additional features, or other
improvements of the Products, and similar information or data;
C. Plan and execute, at its own expense, an effective advertising, promotional
and marketing campaign for the Products in the Territory, and cooperate with Company
at all times in conducting promotional campaigns for the Products;
D. Attend and represent the Company at the biennially held International
Manufacturing Technology Show (IMTS) in Chicago, Illinois, and such other appropriate
seminars and trade shows promoting the Products and cooperate with Company
personnel in connection therewith to keep the Products in the forefront of the market for
the Products in the Territory;
E. Supply to Company sales data as may be reasonably requested by
Company from time to time according to such system and on such forms as Company
may designate to assist Company in its production planning and to provide a basis for
evaluating Representative's performance;
F. Use its best efforts in promoting the sale of Products, striving at all times
for maximum and full representation of the Products in the Territory, and specifically in
furtherance thereof:
(i) collect technical and engineering requirements from the
Customers and assist in the adaptation of the Products to the Customer’s
applications;
(ii) act as a liaison and coordinator between the Customers and
Company in meeting both the Customers and Company requirements for technical
specifications, manufacturing schedules, delivery schedules, and other terms and
conditions of sale; and
6
7. (iii) follow up on quotations made to prospective Customers and follow
up with the Customers to determine that the Products have satisfactorily met such
Customer’s requirements and cooperate with Company in effecting warranty and
post-warranty servicing of the Products by Company;
G. Promptly advise Company of any sales leads or potential Customers that
are located outside the Territory;
H. Co-operate with Company in obtaining all necessary financial and secured
financing documentation relating to sales to the Customers; and
I. Upon Company’s request, use its best efforts to assist Company in the
collection of the Contract Price or any other fees from the Customers in the Territory, which
such Contract Price or fees shall be remitted directly to Company.
5.3 Trademarks. Representative shall not use any trademark, trade name, service mark, logo
or commercial symbol owned by Company (the “Trademarks”), either alone or with any other
word or words as part of Representative’s trade or corporate name, without the express written
permission of Company. Representative shall not remove any such Trademarks from the
Products. Upon request by Company, and in any event upon termination of this Agreement,
Representative shall discontinue completely any use of any of the Trademarks for any purpose
whatsoever, including use in Representative’s trade or corporate name.
5.4 Non-competition. During the term of this Agreement, Representative shall not solicit
orders or otherwise engage, directly or indirectly, in the sale or promotion of products the
Company reasonably deems to be in competition with the Products. Representative shall send to
Company on at least a quarterly basis a list of all entities for which Representative is a
representative or distributor and the specific product lines sold and/or promoted by
Representative.
5.5 Compliance with Laws. Representative shall comply with all applicable laws and
regulations relating to the sale and/or promotion of the Products in the Territory.
6. SALES TERMS AND PROCEDURE.
6.1 Orders. All orders for the Products from the Customers within the Territory,
regardless of by whom such orders are procured, shall be subject to the final approval of
7
8. Company and shall be further subject to Company’s specifications, delivery terms, payment
terms and other terms and conditions of sale established by Company. All such orders shall
designate Company as seller. Any and all terms and conditions of the orders from Customers are
subject to acceptance or rejection by Company. In the event that representative does buy and
Company agrees to sell to Representative, each sale shall be subject to each terms and conditions
as shall then be agreed upon including appropriate security.
6.2 Reservation of Rights. Company reserves the right to reject or cancel, in whole or
in part, any order procured by Representative, to accept any and all returns of Products from
Customers or to grant any allowances to Customers as Company in its sole and absolute
discretion may deem proper. Company shall have the sole right to approve or disapprove the
credit rating of any Customer procured by Representative in the Territory. Company shall have
the right at any time to contact any Customer within the Territory directly for any purpose.
6.3 Parts Orders. All of the parts for Products, sold to the Customers by Company
hereunder, shall be sold and delivered by or on behalf of Representative to such Customers, and
Representative shall be solely responsible for accepting or rejecting any and all of the orders for
the parts to the Products and providing services relating thereto during the term of this
Agreement.
7. COMMISSIONS.
7.1 Commissions. On all sales of new Products under the Sales Contracts within the Territory
which are procured by Representative and consummated by actual delivery of the Products to the
Customers and payment in full by the Customer to Company, Company shall pay to
Representative, and Representative shall be entitled to, the Commission, as defined herein,
subject to the following conditions:
A. For each Sales Contract, the “Commission” shall mean the amount equal
to the Contract Price less the Net Price.
B. Costs or charges not included in the Contract Price shall not be
commissionable.
C. No Commission shall be paid on sales of the Products in which Company
is not the direct seller such as, for example, but not by way of limitation, sales in which a
parent, subsidiary, related or affiliated organization of Company is the seller.
8
9. D. No Commission shall be earned by, accrued or owed to, or paid to
Representative until Company receives payment in full from the Customer.
E. No Commission shall be payable on any sale of the Products with respect
to which a reasonable claim is pending, until such time as the claim has been finally
adjusted, and the Commission shall then be payable only upon the adjusted net invoice
amount.
F. No Commission shall be payable on any sale of used Products not sold by
Hwacheon Machinery America.
G. All Commissions earned by or credited to Representative but not paid by
Company shall not be assigned by Representative during the term of this Agreement but
all such Commissions, subject to the adjustment hereinabove provided, shall in any event
inure to the benefit of the Representative or his heirs.
H. Notwithstanding the foregoing, Company and Representative may agree,
in writing, to Commission different from any amount set forth in this Agreement, prior to
acceptance of an order by Company.
I. .Representative will receive a reasonable commission should Company add a Formatted: Numbered + Level: 1 +
Customer to the House Accounts Schedule at a time when Representative is Numbering Style: I, II, III, … + Start at: 1 +
Alignment: Left + Aligned at: 1" + Indent at:
currently and actively working on the sale of Product to said Customer
1.5"
Formatted: Indent: Left: 0", First line: 0",
Tab stops: 1.5", Left
7.2 Multiple Territories/Interstate Transactions. Company shall have the right, at its sole
discretion, to establish and, from time to time and effective at any time, to change its policy for
determining what factors shall be considered in apportioning Commissions among Company’s
territories and its various representatives. Representative agrees to the following general terms
involving multiple representatives and/or multiple territories/interstate transactions:
A. Where an order is placed by a Customer’s office in one territory and the
Products will be shipped to another territory, one-third (21/3) of the Commission shall be
paid to the representative whose sales effort obtained such order, and two-third (21/3) of
the Commission shall be paid to the representative which shall be responsible for follow-
up and servicing of the Customer.
9
10. B. A representative into whose territory the Products are shipped shall not
receive any portion of the Commission, except where such representative is actively
involved in and necessary for the sales efforts or the servicing of the Customer, as stated
herein.
C. Notwithstanding anything to the contrary in this Agreement, if more than
one representative or territory is involved with a particular order, Company shall have
absolute discretion to determine the actual Commission due and payable to each
representative, and such good faith determination shall be binding on all representatives.
7.3 Payment of Commissions. Notwithstanding anything to the contrary contained in this
Agreement, no Commission shall be earned by or owed to Representative until Company has
received payment of the Contract Price in full from the Customer. The Commission shall be
paid to Representative within thirty (30) days after Company’s receipt of full payment of the
Contract Price from the Customer. No Commission shall be earned or owed on any orders which
are received before full execution of this Agreement or after its termination or expiration, or
which were obtained due to the efforts of any prior or subsequent representative for the Territory.
7.4 Reservations by Company. If the Sales Contract is terminated or cancelled for any
reason, or if any payment received by Company is deemed avoidable or refundable according to
the bankruptcy laws or any other law, Representative shall not be entitled to any Commission,
unless the Sales Contract is reinstated; and if part or all of such Commission has been paid to
Representative before such termination, cancellation or avoidance, Company may elect in its sole
discretion either to debit such Commission from the Representative’s future Commissions or to
require Representative to refund the amount of Commission or part thereof received by
Representative. Notwithstanding anything to the contrary in this Agreement, no Commission
shall be earned by or due to Representative for any Sales Contracts for which Company, in its
sole judgment, has turned over the collection of the Customer’s debt under the Sales Contract to
a collection agency or attorney or for which Company, in its sole judgment, has agreed to an
installment payment plan due to the Customer’s financial difficulties.
8. CONSIGNMENT.
8.1 Consignment of Products. Company may consign Products (“Consigned Products”)
at Representative’s location in the Territory. Representative hereby grants to Company, and
Company retains, a continuing purchase money security interest in the Consigned Products
heretofore or hereafter consigned to Representative by Company. Company is and shall remain
at all times the owner and titleholder of the Consigned Products. The Consigned Products shall
10
11. not be carried on Representative's books as an asset of Representative, nor shall its cost be
carried as a liability. The Consigned Products shall at all times be subject to the direction and
control of Company, and Company may request return of all or any part thereof at any time, or
Company may sell the same to others without prior approval of Representative.
8.2 Representative’s Obligations With Respect To Consigned Products. Representative
agrees as follows:
A. Representative hereby authorizes Company to, (i) authenticate on behalf of
Representative such additional records as may be required from time to time to create, extend,
continue, maintain or perfect the security interest described herein or otherwise granted to or
retained by Company and (ii) to make/undertake such filings or registrations with governmental
officials or offices and take such other actions as Company deems appropriate to perfect,
continue and/or maintain the perfection of the security interests created hereby or otherwise
granted to or retained by Company.
B. Representative shall safeguard the Consigned Products at all times and keep said
Consigned Products insured at all times at Representative's own expenses against all risk of fire
and other damage (including so-called extended coverage), theft and such other risks as
Company may reasonably require. All proceeds of such insurance shall be payable to Company.
Upon Company's request, Representative shall furnish certificates of insurance or other evidence
of coverage.
C. Representative shall keep the Consigned Products free from any adverse lien,
security interest or encumbrance and pay all taxes which may be levied thereon and pay all rent
for the premises at which the Consigned Products are located and not waste or destroy the
Consigned Products or any part thereof or use the Consigned Products in violation of any statute
or ordinance.
D. Representative shall keep the Consigned Products and its proceeds separate and
distinct from any other inventory and assets of Representative, and keep the Consigned Products
clearly labeled and identified as Company's property.
E. Representative shall indemnify and hold harmless Company from and against any and
all claims, actions and suits, proceedings, damages and liability, (including, but not limited to,
those relating to personal injury and/or death) and all costs and expenses relating thereto,
including reasonable attorneys fees, arising out of, in connection with or resulting from,
Representative's possession, use, operation, demonstration, exhibition, repair or maintenance of
11
12. the Consigned Products; and, in furtherance thereof, maintain at its sole cost and expense, bodily
injury and third party property damage insurance with limits of not less than $2,000,000 per
person and $2,000,000 per accident, and property damage of not less than the full unit price of
the Consigned Products. Company shall be named as an additional party insured upon and with
respect to all such insurance and upon Company's request, Representative shall furnish
certificates of insurance or other evidence of coverage.
9. CONFIDENTIALITY.
9.1 Confidential Information. Representative covenants and agrees to maintain as
confidential all proprietary and/or confidential technical, commercial or financial information or
know-how of Company or third parties from whom Company has received such information, and
any and all information and data whenever and however furnished to Representative by
Company hereunder (collectively, the “Confidential Information”). Confidential Information
shall not include information which Representative can establish (i) is generally known by
Company’s competitors, (ii) has been independently developed by Representative without
reference to Company’s Confidential Information; (iii) is already known to Representative
before receiving the Confidential Information; or (iv) was rightfully received by Representative
from a third party without a duty of nondisclosure and without breach of similar obligations of
such party to Company. Representative shall take all reasonable measures necessary to protect
the Confidential Information. The Confidential Information shall be property of Company and
shall be entrusted only to Representative’s officers or employees approved in writing by the
Company. Representative agrees to notify said officers and employees of their duty to comply
with this Section 9 and shall promptly notify Company if Representative becomes aware of any
breach of such duty.
9.2 Termination. Upon termination of this Agreement, or at such earlier time as Company
shall request, Representative shall promptly return to Company all Confidential Information, as
well as any other data, correspondence with Customers, documents, notes, memoranda,
advertising and sales materials or equipment relating to this Agreement.
9.3 Injunction. Representative acknowledges that the unauthorized disclosure or use of any
Confidential Information will may cause irreparable injury to Company. Representative agrees
that Company shall have the right to an injunction to prevent any wrongful disclosure or use by
Representative of any Confidential Information.
9.4 Survival. Representative’s duties set forth in this Section 9 shall survive the termination
of this Agreement.
12
13. 9.5 Prior Relationships with Other Companies. Representative agrees that it will not at any
time use the confidential or proprietary information or intellectual property of any other
company or person in performing its duties under this Agreement. Representative further
represents and warrants that it is not subject to any restrictive covenants or other restrictions of
any sort, including but not limited to confidentiality obligations, which would prevent or affect
Representative’s performance of its duties under this Agreement.
10. WARRANTY AND SERVICING.
10.1 Warranty. All Products sold by Company pursuant to this Agreement are sold subject
to a standard one (1) year warranty of Company as may be in effect from time to time, and
Representative is not authorized to assume on behalf of Company any other obligation or
liability in connection with the sale of the Products except as specifically approved by Company
in writing. THE WRITTEN WARRANTY OF COMPANY SHALL BE THE SOLE AND
EXCLUSIVE WARRANTY OF COMPANY AND IS IN LIEU OF ALL OTHER
WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED
TO ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS, AND
COMPANY NEITHER ASSUMES NOR AUTHORIZES REPRESENTATIVE TO ASSUME
FOR IT ANY OTHER OBLIGATIONS OR LIABILITIES IN CONNECTION WITH THE
PRODUCTS WITHOUT COMPANY’S PRIOR WRITTEN CONSENT. To the extent
Representative attempts to modify the terms of Company’s standard warranty without the prior
written consent of Company, Representative shall indemnify and hold Company harmless from
and against any and all claims and damages related thereto or asserted in connection therewith.
10.2 Notice of Warranty and Policies. Representative shall provide each Customer with a
notice of the Company’s warranty and policies as set forth in Section 10 prior to the procurement
of an order from such Customer. Neither the standard warranty and related policies of Company
as set forth herein nor the Product descriptions and specifications referred to may be altered by
Representative without the prior express written consent of Company.
10.3 Limitation. Notwithstanding the provisions of Section 10.1 above, Company assumes
no responsibility if any Products shall fail to function during any warranty period by reason of
any one or more of the following causes:
A. Abuse or misuse of the Products;
B. Improper preventive maintenance of the Products by the user;
13
14. C. Alteration or modification of the Products, which may result in damage to
the Products, or failure to operate in accordance with specifications;
D. Improper repair, modification or servicing of the Products performed by
any unauthorized service personnel;
E. Use or operation of the Products in conjunction with any accessories or
auxiliary equipment not specifically approved by Company in writing; or
F. Force majeure, including natural disaster, fire, flood, accidents and the
like.
10.4 After-Sales Service of Customers. Representative understands that effective use of the
Products by the Customers depends upon proper training and customer assistance after the sale.
Accordingly, Representative agrees that a material consideration of Representative’s
appointment hereunder is Representative’s agreement to assist in performing reasonable and
necessary after-sales servicing and support of the Customer. Representative acknowledges and
agrees that Representative shall be responsible, at Representative’s expense, for service
obligations during the warranty period and that the commission paid to Representative under this
Agreement shall serve to compensate Representative for such warranty service. This provision
shall not be construed as limiting Company’s obligation to a Customer under a Sales Contract.
11. LIMITATION OF LIABLITY; DISCLAIMER OF CERTAIN DAMAGES.
Limitation of Liability. EXCEPT AS SPECIFICALLY AND EXPLICITLY PROVIDED
IN THIS AGREEMENT, IN NO EVENT SHALL COMPANY HAVE ANY LIABILITY,
WHETHER IN CONTRACT, TORT OR OTHERWISE, ARISING OUT OF OR IN
CONNECTION WITH THIS AGREEMENT, ANY TERMINATION OR EXPIRATION OF
THIS AGREEMENT, FOR PUNITIVE DAMAGES OR FOR ANY COMPENSATION,
REIMBURSEMENT OR DAMAGES ON ACCOUNT OF ANY LOSS OF PROSPECTIVE
PROFITS ON ANTICIPATED SALES OR ON ACCOUNT OF EXPENDITURES,
INVESTMENTS, LEASES OR OTHER COMMITMENTS RELATING TO THE BUSINESS
OR GOOD WILL OF REPRESENTATIVE. COMPANY SHALL HAVE NO LIABILITY TO
REPRESENTATIVE ARISING OUT OF OR IN CONNECTION WITH ANY FAILURE OF
THE PRODUCTS TO PERFORM OR ANY LOSS OF THE CUSTOMERS OR END-USERS
FOR ANY REASON. IN NO EVENT SHALL COMPANY OR ANY MANUFACTURER OF
THE PRODUCTS OR ANY PART OR COMPONENT THEREOF BE LIABLE FOR
SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING
14
15. WITHOUT LIMITATION, ANY DAMAGES RESULTING FROM LOSS OF PROFIT OR
LOSS OF BUSINESS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT
OR THE PERFORMANCE OF THE PRODUCTS, WHETHER OR NOT COMPANY HAS
BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
12. TERM, RENEWAL AND TERMINATION.
12.1 Term and Renewal. Subject to the provisions of Section 12.2 hereof, this Agreement
shall take effect on the commencement date as set forth on the first page hereof and shall
continue in full force and effect for a period of one (1) year. Thereafter, this agreement shall
continue until terminated by either party at any time, with or without cause, upon thirty (30) days
prior written notice delivered to the other party.
12.2 Termination. The provision of Section 12.1 to the contrary notwithstanding, this
Agreement may be terminated prior to the expiration hereof as follows:
A. By Company, immediately, if any one or more of the following events
occurs:
(i) legal proceedings have been instituted against
Representative in bankruptcy or under insolvency laws which proceedings are not
vacated within ten (10) days from the date of filing;
(ii) Representative makes an assignment of all or part of its
assets for the benefit of creditors;
(iii) Representative, or if a partnership, any partner of
Representative, shall be or admit that it is insolvent;
(iv) Representative, if a corporation or other registered
organization, ceases to exist;
(v) there occurs a death, removal, resignation, withdrawal, or
elimination of the current principal managers of Representative;
(vi) a misrepresentation is made to Company as to the
ownership or financial condition of Representative;
15
16. (vii) there is a sale, transfer or relinquishment of any substantial
interest in the ownership or active management of Representative, or an attempted
assignment of this Agreement shall occur without prior written approval of
Company; or
(viii) Representative shall fail to cause Company to be informed
in writing immediately on the happening of any event specified in this section.
B. By Company, if Representative shall (i) fail to pay any sums due to
Company under this Agreement or (ii) otherwise breach this Agreement, and Company
shall have given written notice of such default, and Representative shall fail to remedy
such breach or default within ten (10) days of receipt of such notice.
12.3 Rights and Obligations upon Termination or Expiration.
A. Upon termination or expiration of this Agreement, Representative shall
immediately wind up its duties on behalf of Company and shall within ten (10) days of
termination or expiration, among other winding up duties, submit to Company a written
list of all written orders and contracts actually procured and physically received by
Representative as of the date of termination or expiration which have not been delivered
or sent to Company as of the date of termination or expiration. Representative shall be
entitled to Commissions only as to those orders for the Products submitted to Company
or Representative prior to termination or expiration and which are consummated by
actual shipment of the Products and payment in full by the Customer within one hundred
eighty (180) days of the date of termination or expiration, subject to the provisions of
Section 7, Commissions, hereof. Company may, if it shall elect, retain from the amounts
due to Representative a reasonable sum for a period not to exceed six (6) months from the
date of termination or expiration as a reserve for any adjustment in the sales that may be
required to be made after termination or expiration of this Agreement. Representative
shall not be entitled to any Commission for orders relayed to Representative or Company
by Customers after the termination date or expiration date. No Commission shall be paid
on sales for which Company received payment from the Customer more than one
hundred eighty (180) days from the date of termination or expiration.
B. Upon termination or expiration of this Agreement and upon payment of all
Commissions due Representative, Company shall thereafter have no further obligation to
Representative with respect to any future sales of the Products made to any Customers in
the Territory, including specifically any Customer originally procured through the efforts
16
17. of Representative during the term of this Agreement or prior thereto, and Company shall
be free to appoint a successor representative in the Territory or to make any and all sales
directly to such Customer or Customers.
13. INDEMNIFICATION.
Representative shall defend, indemnify and hold harmless Company, its directors, officers,
representatives and employees from all liability, damage, cost and expense (including reasonable
attorneys’ fees) imposed as a result of any claim by a Customer or other third party arising out of
acts or omission of Representative or breach of any representation, warranty, covenant or
agreement under this Agreement by Representative, including but not limited to any failure of
Representative to notify Customers of the terms of the product warranty or Company’s policies
thereunder, or any representation or commitment by Representative which creates liabilities or
obligations beyond such warranty or policy.
14. GENERAL PROVISIONS.
14.1 Assignment. This Agreement has been entered into in reliance upon the personal
qualifications of the principals, who actively and substantially participate in the ownership or
operations, or both, of Representative. As such, Representative understands and agrees that its
rights and obligations under this Agreement are not transferable or delegable, and may not be
assigned or delegated by Representative to any other individual or business entity without the
prior written approval of Company, such approval to be at the discretion of Company.
14.2 Notice. All notices permitted or required shall be in writing, executed by an officer of
Company or by any principal of Representative, and shall be sent by means not slower than
registered or certified mail and such notice shall be effective as of the date of delivery as
evidenced by return receipt signature. Any such notice actually or personally delivered to an
officer of Company, or to any principal of Representative, shall be effective as of the date of
such delivery. All notices shall be sent to the addresses on the first page hereof or such address
as may be designated by either party from time to time.
14.3 Entire Agreement. This Agreement, together with all attachments hereto, constitutes the
entire agreement between the parties and supersedes any and all previous agreements,
memoranda or other understandings of the parties. The parties agree that all terms and
conditions of this Agreement are necessary and essential for the proper representation and sale of
the Products in the Territory. This Agreement may be amended only in writing.
17
18. 14.4 Severability. A judicial or administrative declaration in any jurisdiction of the invalidity
of any one or more of the provisions hereof shall not invalidate the remaining provisions of this
Agreement in any jurisdiction, nor shall such declaration have any effect on the validity or
interpretation of this Agreement outside of that jurisdiction, unless such declaration relates to an
essential part of the agreed exchange.
14.5 Waiver of Compliance. Any failure by any party hereto to enforce at any time any term
or condition under this Agreement shall not be construed as a waiver of that party’s right
thereafter to enforce each and every term and condition of this Agreement.
14.6 Force Majeure. Any party hereto shall be excused from non-performance or delay in
case of force majeure, labor disputes, wars, revolutions, civil strikes, riots, disturbances, strikes,
and acts of enemies, accidents, unavailability of raw materials, typhoons, hurricanes, floods,
fires, earthquakes, diseases and other like causes beyond the control of either party hereto.
14.7 Binding Upon Successors. This Agreement shall be binding upon the successors and
legal representatives of the parties hereto.
14.8 Arbitration. The parties agree that all disputes arising out of this Agreement (or the
breach thereof) and/or the relationship of the parties shall be settled by submission to arbitration
in accordance with the Commercial Arbitration Rules of the American Arbitration Association.
Such proceedings shall be held before the American Arbitration Association in Chicago, Illinois
before three (3) arbitrators. Any judgment upon any award rendered by the arbitrators may be
entered in any court having jurisdiction thereof. If any suit or proceeding be brought in any
court, the court shall, on application of one of the parties, stay the trial of the action until such
arbitration has been had in accordance with the terms of this Representation Agreement.
14.9 Governing Law. THE AGREEMENT SHALL BE GOVERNED AND CONSTRUED
UNDER AND IN ACCORDANCE WITH THE LAWS OF THE STATE OF ILLINOIS
(WITHOUT REFERENCE TO ITS CONFLICTS OF LAW RULES) which shall bind the
parties in all questions arising hereunder, regardless of the jurisdiction in which any action or
proceeding may be initiated or maintained. The United Nations Convention on the International
Sale of Goods shall not apply to this Agreement.
14.10 Export Control Laws. Representative acknowledges and agrees that Company is subject
to the United States laws and regulations controlling the export of technical data, computer
software, laboratory prototypes and other commodities (including the Arms Export Control Act,
as amended and the Export Administration Act of 1979) (hereinafter the “Export Laws”), and
18
19. that Company’s obligations and Representative’s rights hereunder are contingent on compliance
with the applicable United States Export Laws. The transfer of certain technical data and
commodities may require a license from the appropriate agency of the United States government
and/or written assurances by Representative that Representative will not export data or
commodities to certain foreign countries without prior approval of such agency. Representative
shall comply with the Export Laws to the extent that its activities are governed by such laws, and
shall cooperate with Company regarding Company’s compliance with any such laws.
14.11 Counterparts. This Agreement may be executed in one or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute one and the same
instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed in
duplicate originals by their duly authorized representatives the date and year set forth below.
[Signature Page Follows]
19
21. SCHEDULES TO SALES REPRESENTATIVE AGREEMENT
BETWEEN
HWACHEON MACHINERY AMERICA, INC
AND
_____________________
DATED: , 20__
SCHEDULE A
(Products)
The Products covered by this Agreement are:
SCHEDULE B
(Territory)
The Territory covered by this Agreement is:
___________________________________________
SCHEDULE C
(House Accounts)
21