PRINTFLIX EXCLUSIVE DEALER AGREEMENT
Entered into on this_______________day of ___________, 2013 Between: PRINTFLIX™ USA, a corporation
organized under the laws of the state of Nevada, U.S.A. and having a place of business at 4580 West Hacienda
Avenue, Las Vegas, Nevada (hereinafter referred to as “MANUFACTURER”),
And:______________________________having its place of business at_______________________________.
And duly represented by its officers, (hereinafter referred to as “DEALER”).
WHEREAS MANUFACTURER is engaged in the business of manufacturing, selling and distributing
PRODUCTS listed in Exhibit “A”, and DEALER desires to purchase from MANUFACTURER and distribute
said PRODUCT through DEALER’S direct sales force and selected independent dealers,
THEREFORE, IT IS AGREED AS FOLLOWS:
1.
DEFINITIONS
PARTIES: means the DEALER and the MANUFACTURER identified in the preamble.
TERRITORY: Dealership rights granted pursuant to this Agreement shall be for the territory of .
2.
GRANT OF DEALERSHIP: Selling the Complete Line of PRINTFLIX™ Multimedia Products.
(a)
Subject to the terms and conditions hereinafter set forth, DEALER is granted the exclusive right to establish, operate and maintain an adequate dealer organization in order to vigorously promote and market the sale of PRODUCT throughout Territory.
(b)
MANUFACTURER may appoint such additional Dealers in or adjacent to the Territory if
considered by MANUFACTURER to be necessary for adequate promotion and distribution of PRODUCT or servicing of customers. Manufacturer may appoint additional Dealers in the
Territory to sell and promote what Dealer decides not to sell and promote among Manufacturer’s line of products as described in Exhibit A.
(c)
Failure of DEALER to adequately monitor and control actions as specified in paragraph (a) here above, is grounds for termination of this Agreement under paragraph 13 (b) (l).
3.
SALE OF PRODUCTS
(a) Subject to MANUFACTURER’S production schedule, or that of its’ affiliated or related entities and the needs of other customers, MANUFACTURER agrees to sell and DEALER agrees to buy, from time to time, the PRODUCT which MANUFACTURER may in its business judgment determine to manufacture or distribute.
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(b) 4.
MANUFACTURER and DEALER shall, prior to the effective date of this Agreement, agree upon the volume of new and unused Product to be annually ordered and sold as set forth in Exhibit “B”, hereinafter the “Minimum Sales Quantities”. For year one (1), the minimum sales quantity will be units. Minimum Sales Quantities for Year two (2) to be agreed upon by the parties at the end of year 2.
TERMS AND CONDITIONS
(a)
Orders shall be considered by MANUFACTURER only when accepted and approved in writing by MANUFACTURER. MANUFACTURER shall have the right to accept or reject any order, or to accept part of an order and, failure to fill all or any part of an order shall not render MANUFACTURER liable for any loss or damages to DEALER.
(b)
All PRODUCTS shall be invoiced to DEALER at prices in force at the time DEALER’S order is accepted by MANUFACTURER. MANUFACTURER reserves its right to modify such prices from time to time. MANUFACTURER will notify DEALER within 30 (Thirty) days of such price change.
(c)
All shipment of PRODUCT, unless indicated otherwise, shall be made “EX-WORKS”, as defined by the 1990 I.C.C. INCOTERMS and shall be subject to the payment terms
established by MANUFACTURER in Annex “C”.
(d)
MANUFACTURER may from time to time, suggest pricing to Dealer, but DEALER is under no requirement to sell at the suggested list price.
5.
DEALER DUTIES
(a)
DEALER is required to know the fundamental technical and sales information as provided by manufacture. DEALER will service and support PRINTFLIX™ products that they distribute in
their assigned territory. DEALER will assign staff to training typically by webinar, or refresher training sessions.
(b)
DEALER will advertise, display, and demonstrate PRODUCTS in TERRITORY, as well as advertise, display, demonstrate and sell said PRODUCT to the public while employing sound and ethical business practices, at suitable locations and with adequate facilities.
(c)
DEALER shall clearly identify its place of business as that of an authorized PRINTFLIX™ DEALER with suitable signs and displays. Dealer shall have an area with dedicated
PRINTFLIX™ products on display. Demonstration products are to be replaced by Dealer within approximately 120 days or earlier. All signs, displays and other advertising materials shall be submitted before use to MANUFACTURER for approval.
(d)
DEALER shall submit, on request, any other relevant report such as monthly sales and inventory of PRODUCT.
(e)
DEALER shall notify MANUFACTURER upon his receipt of any information indicating a conflicting application for any patent, model, design, trademark or copyright.
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(f)
DEALER shall comply and require the dealers to comply with all local executive and legislative requirements for the marketing, sales, utilization and service of PRODUCT as well as the promotion of the safe use of the product; and shall inform MANUFACTURER of any material requirement.
(g)
DEALER shall communicate to MANUFACTURER any information of interest to MANUFACTURER, as he may request from time to time, including but not limited to competitive information and retail pricing practices.
(h)
DEALER shall keep, or cause dealers to keep, separate registries for all repair work and for every repair or service claim made under warranty for the Products in the Territory. DEALER shall grant and require the Dealers to grant access to such registries to MANUFACTURER or any agent or employee
6.
COMMUNICATION WITH CUSTOMER
MANUFACTURER expressly reserves the right to communicate directly with purchasers of PRODUCT to obtain any information regarding such PRODUCT or the service provided with respect thereto. MANUFACTURER will notify the DEALER of such a request.
7.
NATURE OF AGREEMENT
(a)
This Agreement shall not be deemed to constitute DEALER or any dealer the agent of MANUFACTURER. The Parties intend that DEALER shall purchase said PRODUCT for its own account subject to the terms hereof, and the relationship between the parties shall be that of buyer and seller. Neither DEALER nor the dealers are given any authority to enter into any contract or commitment on MANUFACTURER’S behalf or to bind MANUFACTURER in any respect whatsoever.
(b)
DEALER agrees not to sell, offer for sale, promote or advertise any other competitive product lines, accessories and parts without the written consent of MANUFACTURER, except for the Dealer’s existing products at the time this agreement has been signed.
(c)
DEALER hereby undertakes to sell said PRODUCT only to customers located inside TERRITORY. MANUFACTURER shall ensure that the dealers shall not solicit, promote
nor make sales of PRODUCT outside their respective territory. MANUFACTURER shall make reasonable effort to prevent DEALERS outside TERRITORY from supplying the PRODUCT into the DEALER’S TERRITORY.
8.
ASSIGNMENT
(a)
9.
DEALER may not assign or transfer this Agreement, in whole or in part, without the express written consent of MANUFACTURER, which consent shall not be unreasonably withheld.
TERM OF AGREEMENT
(a)
Subject to other provisions herein contained, this Agreement shall be effective upon the shipping and full payment of the first scheduled order for Demonstration Product and shall
continue, unless earlier terminated.
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(b)
10.
MANUFACTURER reserves its rights to terminate this Agreement in the event of the failure to mutually agree prior to the termination date of this Agreement, upon the Minimum Sales Quantities to be ordered for the following year.
TERMINATION OF AGREEMENT
(a)
Except for causes of section 13 (b) hereafter, this Agreement may be ended by either party, with due cause upon giving ninety, (90) days written notice to the other party. The parties expressly agree that 90 days is reasonable time for ending the Agreement and waive any claim for extension of time. For purposes of this section, cause for termination shall include but shall not be limited to the following:
(i)
The other party breaches any section of this Agreement, including failure to meet the Minimum Sales Quantities set forth in Exhibit “B” and fails to remedy, or satisfactorily explain, the breach within 30 days of receipt by such party of written notice of the breach;
(ii)
Non-payment of any sum that may be due or become due pursuant to this Agreement, or to maintain adequate lines of credit for purposes of purchasing the Products from the MANUFACTURER; and
(iii)
(b)
Any other act or failure that frustrates or impairs the purpose of the DEALER relationship created by this agreement.
This Agreement may be ended immediately, upon written notice to the other, if:
(i)
There are any instituted proceedings under insolvency laws by, or against, either party, and proceedings are not vacated within 30 days of filing,
(ii)
Either party makes an assignment for the benefit of creditors or becomes insolvent.
(iii)
There is a disagreement or controversy between the management, officers or shareholders of the DEALER,which in the opinion of the MANUFACTURER may adversely affect the business or interest of DEALER.
(c)
At the termination of this Agreement, DEALER shall at its expense, immediately cease to represent itself as a DEALER for MANUFACTURER’S PRODUCT.
(d)
If this Agreement is ended, DEALER agrees that no compensation is due for his goodwill, the dealer network or its reputation in the TERRITORY. DEALER also agrees that no
compensation, reimbursements or damages on account of the loss of prospective profits, or
anticipated sales or on account of expenses, investments, inventory, leases, property improvements or any other commitment in connection with the business of DEALER or any of the Dealers is due. It is contemplated that from the date of the above said
notice up to the termination date, MANUFACTURER will accept and fill only such of
DEALER’S order as appears to MANUFACTURER to be consistent with the winding-up of the relationship created by this Agreement.
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(e)
Upon termination or expiration of this Agreement, Manufacturer has no obligation whatsoever to repurchase from DEALER any PRODUCT, inventory, equipment or furnishings.
11.
LIMITATION OF LIABILITY
PRINTFLIX, LLC. or its directors, officers, employees, agents or affiliates shall not be liable for any consequential, incidental, indirect, special or exemplary damages, including, without limitation, loss of business profits, business interruption, loss of data or business information, liability to third parties, and the like, arising out of the use or inability to use the equipment manufactured by PRINTFLIX™ USA.
12.
NO IMPLIED WAIVERS
The failure of either party to insist upon strict performance by the other party of its obligations hereunder shall not be deemed a waiver of the right so to insist thereafter.
13.
IMPOSSIBILITY OF PERFORMANCE
14.
COMPLETE AGREEMENT-MODIFICATION
15.
NOTICE
Neither DEALER nor MANUFACTURER shall be liable for failure to perform its part of this Agreement when the failure is due to fire, flood, strikes or other industrial disturbances, force major, war, riot, insurrection, or other causes beyond the control of the parties.
This Agreement constitutes the complete Agreement between the parties hereto and cancels and supersedes all priors Agreements between the parties hereto covering the sale of said PRODUCT. No representative of either party, except as herein explicitly provided, has any authority to waive any of the provisions of this Agreement or to modify or change any of its terms. No letter, telegram, or other written communications passing between the parties hereto, shall become a part of, or in any way, modify or change this Agreement, unless it expressly declares to be a rider to or modification of this Agreement and is accepted as such, and this Agreement may not be modified except by such a writing.
Any notice, request or demand required or desired to be given by one party to the other must be in writing and shall be deemed sufficient and completed by delivering the same personally or by mailing the same by registered or certified mail. Directed to the other party at the above-specified address of such party or such other address as may hereafter be designated in writing.
16. SEVERABILITY
If any portion of this contract violates any laws, such portion of this contract shall be of no force and effect in the locality where it is illegal and this contract will be treated as if such portion had not been included.
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17. INTERPRETATION
This agreement and all of its provisions, which have been mutually agreed by the Parties, are to be interpreted and construed according to the laws of Nevada, Clark County and shall bind the heirs, executors, administrators, successors and assigns of both parties.
(a)
Each Party hereby irrevocably submits to the jurisdiction of the appropriate courts located within the jurisdiction of Nevada, Clark County, in any action, suit or proceeding brought and
related to or in connection with this Agreement or any transaction contemplated hereby or thereby. Each Party hereby accepts for itself, generally and unconditionally, the jurisdiction of the aforesaid courts and waives and agrees not to assert by way of motion, a defense or otherwise, and irrevocably agrees to be bound by any judgment rendered thereby. (Subject to any appeal available to such judgment) in any suit, action or proceeding, any claim that is not personally subject to the jurisdiction of such courts, that the suit, action or proceeding is
improper, or that this Agreement, or the subject matter hereof of thereof may not be litigated and enforced in or by such courts.
18.
DISPUTE RESOLUTION
All controversies, claims and disputes arising in connection with this Agreement shall be settled by mutual consultation between the parties in good faith as promptly as possible.
19.
COUNTERPART
This Agreement and any Ancillary Agreement may be executed by the parties hereto or thereto in separate counterparts, each of which when so executed and delivered shall be deemed an original, but all such counterparts of an Agreement shall together constitute one and the same instrument, and all signatures need not appear on any one counterpart.
20.
BOTH PARTIES AGREE TO THIS AGREEMENT BEING DRAFTED IN ENGLISH.
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IN WITNESS THEREOF, the Parties after reading this Agreement have voluntarily executed this Agreement
at the place and date stated above.
PRINTFLIX™ USA,
Las Vegas, Nevada
WITNESS
By: Marc Finkel
PRINTFLIX USA
Title: President
Signature:_____________________________________________________
DEALER:
By: Title:
NAME OF COMPANY:
WITNESS
Signature:______________________________________________________
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REQUIRED DEMO KITS
EXHIBIT “A” DEMO KIT 1
A)
B)
C)
D)
E)
(10) Mini Video Catalogue
(10) 5x7 Video Cards
(10) Video Post Cards
(10) Blaster Video Book
(10) PF Flyer Video Books
TOTAL FOR KIT: 750.00
EXHIBIT “B” DEMO KIT 2
A)
B)
C)
D)
(25) Blaster Video Books
(25) Mini Catalogues
(10) PF Flyer Video Books
(1) Tabloid Video Book
TOTAL FOR KIT: 950.00
MINIMUM SALES QUANTITIES
1.
2.
The quantity of PRODUCT ordered and paid for by DEALER from time to time shall be the principal factor in evaluating DEALER’S promotional and sales efforts.
MANUFACTURER and DEALER mutually agree that DEALER shall transmit orders and sell, during the first selling season. An Annual Minimum of 25,000 dollars in purchased product from manufacturer. Year 2 to be determined
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