A document that defines the desired objectives, activities, and responsibilities of a person who acts on behalf of another company to sell products or services.
Ok to Copy and Use, NOT OK to Publish or Sell
SALES REPRESENTATIVE AGREEMENT
This AGREEMENT made this <Agreement Date> by and between <Company> a corporation incorporated under the laws of <Territory>, and having its principal office located at manufacturer <Company Address>, and <Representative>, <Representative Address> (“Representative”) as follows:
A) APPOINTMENT AND ACCEPTANCE - manufacturer appoints Representative as its “representative” to promote the sale of and sell its products (indicated in Provision #3 hereof); in the territory (indicated in Provision #2 hereof); and Representative accepts the appointment and agrees to sell and promote the sale of the manufacturer’s products.
B) TERRITORY - Representative’s Territory shall consist exclusively of the following:
The “products” of the manufacturer to be promoted for sale and sold by the Representative are:
Entire <Company> product line
AMOUNT OF COMPENSATION
Representative’s compensation for services performed hereunder shall be <commission> % of the “net invoice price” of the manufacturer’s products shipped into Representative’s territory.
COMPUTATION AND PAYMENT OF COMMISSION
Commissions are due and payable on or before the 15th day of the month immediately following the month in which customer is invoiced. Manufacturer will send Representative copies of invoices respective to the Representative’s territory at the time manufacturer invoices customer.
At the time of payment of commissions to Representative, manufacturer will send Representative a commission statement showing:
commissions due and owing Representative for that period and any prior periods, and
commissions being paid (listing the invoices on which commissions are being paid).
“Net invoice price” shall mean the total price at which an order is invoiced to the customer, but excluding shipping and insurance costs, sales tax, use and excise taxes, any allowances or discounts granted to the customer by the manufacturer, and any tariffs, duties and export fees involved in international shipments.
There shall be deducted from any sums due Representative:
An amount equal to commissions previously paid or credited on sales of manufacturer’s products which have since been returned by the customer or on allowances credited to the customer for any reason by the manufacturer; and;
An amount equivalent to commissions previously paid or credited on sales which manufacturer shall not have been fully paid by the customer whether by reason of the customer’s bankruptcy, insolvency, or any other reason which, in manufacturer judgment renders the account past due or uncollectible. If any sums are ever realized upon such uncollectible accounts, manufacturer will pay Representative its percentage of commission applicable at the time of the original sale upon the net proceeds of such collection.
“Order” shall mean any commitment to purchase manufacturer’s products which calls for shipment into Representative’s territory or which is subject to a split commission in accordance with Provision #4 hereof.
ACCEPTANCE OF ORDERS
All orders are subject to acceptance or rejection by an authorized officer of manufacturer and to the approval of manufacturer’s credit department. Manufacturer shall be responsible for all credit risks and collections.
If manufacturer notifies customer of its acceptance or rejection of an order, a copy of any written notification shall be transmitted to the Representative. At least once every month manufacturer shall supply Representative with copies of all orders received directly by manufacturer, copies of all shipping notices, and copies of all quotations made to customers in the territory.
TERMS OF SALE
All sales shall be at prices and upon terms established by the manufacturer, and it shall have the right, in its discretion, from time to time, to establish, change, alter or amend prices and other terms and conditions of sale. Representative shall not accept orders in the manufacturer’s name or make price quotations or delivery promises without the manufacturer’s prior approval.
REPRESENTATIVES RELATIONSHIP AND CONDUCT OF BUSINESS
Representative shall maintain a sales office in the territory and devote such time as may be reasonably necessary to sell and promote manufacturer’s products within the territory.
conduct all of its business in its own name and in such manner it may see fit,
pay all expenses whatever of its office and activities, and
be responsible for the acts and expenses of its employees and sub-representatives.
Nothing in this Agreement shall be construed to constitute Representative as the partner, employee or agent of the manufacturer nor shall either party have any authority to bind the other in any respect, it being intended that each shall remain an independent contractor responsible only for its own actions.
Representative shall not, without manufacturer’s prior written approval, alter, enlarge, or limit orders, make representations or guarantees concerning manufacturer’s products or accept the return of, or make any allowance for such products.
Representative shall furnish to manufacturer’s Credit Department any information that it may have from time to time relative to the credit standing of any of its customers.
Representative shall abide by manufacturer’s policies and communicate same to manufacturer’s customers.
Manufacturer shall be solely responsible for the design, development, supply, production and performance of its products and the protection of its patents, trademarks and trade names. Manufacturer agrees to indemnify and hold Representative harmless from and against and to pay all losses, costs, damages or expenses whatsoever, including reasonable attorney’s fees, which Representative may sustain or incur on account of infringement or alleged infringement of patents trademarks, or trade names, or breach of warranty in any way resulting from the sale of manufacturer’s products. Manufacturer will also indemnify Representative from and hold it harmless from and against all liabilities, losses, damages, costs or expenses, including reasonable attorney’s fees, which it may at any time suffer, incur, or be required to pay by reason of injury or death to any person or damage to property or both caused or allegedly caused by any products sold by manufacturer.
Manufacturer shall furnish Representative, at no expense to Representative, samples, catalogs, literature and any other material necessary for the proper promotion and sale of its products in the territory. Any literature that is not used or samples or other equipment belonging to manufacturer shall be returned to the manufacturer at its request.
If for any reason Representative, at manufacturer’s request, takes possession of manufacturer’s products, the risk of loss or damage to or destruction of such products shall be borne by manufacturer, and manufacturer shall indemnify and hold Representative harmless against any claims, debts, liabilities or causes of action resulting from any such loss, damage, or destruction.
Manufacturer will keep Representative fully informed about sales and promotional policies and programs affecting the Representative’s territory.
TERM OF AGREEMENT AND TERMINATION
This Agreement shall be effective on <effective date>, and shall continue in force for <term> period, and shall be automatically renewed for additional one (1) year periods thereafter unless terminated by written notice from either party to the other not less than thirty (30) days prior to the end of the initial or any subsequent one year term. This Agreement may also be terminated:
By manufacturer immediately upon written notice to Representative by registered or certified mail if there is a change of fifty (50%) percent or more of the present ownership or control of the Representative’s business without manufacturer’s written consent.
By manufacturer if Representative, without manufacturer’s written consent, offers, promotes or sells any product which is competitive with any product Representative is to offer, promote or sell for manufacturer in accordance with the breach is not cured within ten (10) days after receipt of such notice by Representative, and written notice of termination is mailed to or served upon Representative.
if manufacturer, without Representative’s written consent offers, promotes or sells any product which is competitive with any product Representative is offering or selling for any other manufacturer, and written notice of this breach of the Agreement is mailed to or served upon manufacturer, the breach is not cured within ten (10) days after receipt of such notice by the manufacturer, and written notice of termination is mailed to or served upon manufacturer, or
immediately upon written notice to manufacturer by Registered or Certified mail in the event manufacturer sells substantially all of the assets of its business or there is a change of 50% or more of its present ownership or it is merged with another firm, corporation or business and manufacturer is not the surviving company.
By either party:
in the event of the other party’s unreasonable and repeated failure to perform the terms and conditions of this Agreement, written notice of the failure is mailed to or served upon that party, the failure is not cured within thirty (30) days after receipt of such notice, and written notice of termination is mailed to or served on that party, or
upon immediate written notice to the other party in the event that party has filed or has filed against it a petition in bankruptcy (which is not dismissed within thirty (30) days after it is filed ) or that party makes an assignment for the benefit of creditors; or
By mutual written agreement.
RIGHTS UPON TERMINATION
Upon termination of this Agreement for any reason, Representative shall be entitled to:
Commissions on shipments into Representative’s territory that is dated prior to the effective date of termination.
Commissions referred to in this Provision #11 shall be paid on or before the fifteenth (15th) day of the month following the month in which the manufacturer receives payment for the orders.
This Agreement contains the entire understanding of the parties, shall supersede any other oral or written agreements, and shall be binding upon and inure to the benefit of the parties successors and assigns. It may not be modified in any way without the written consent of both parties. Representative shall not have the right to assign this Agreement in whole or in part without manufacturer’s written consent.
CONSTRUCTION OF AGREEMENT
This Agreement shall be construed according to the laws of <governing location>.
DISPUTES AND ARBITRATION
The parties agree that any disputes or questions arising hereunder including the construction or application of this Agreement shall be settled by arbitration in accordance with the rules of the American Arbitration Association then in force, and that the arbitration hearings shall be held in the city in which the principal office of the party requesting arbitration (with the American Arbitration Association) is located. If the parties cannot agree upon an arbitrator within ten (10) days after demand by either of them, either or both parties may request the American Arbitration Association to name a panel of five (5) arbitrators. The manufacturer shall strike the names of two (2) on this list, the Representative shall then strike two (2) names, and the remaining name shall be the arbitrator. The decision of the arbitrator shall be final and binding upon the parties both as to law and to fact, and shall not be appealable to any court in any jurisdiction. The expenses of the arbitrator shall be shared equally by the parties, unless the arbitrator determines that the expenses shall be otherwise assessed.
All notices, demands or other communications by either party to the other shall be in writing and shall be effective upon personal delivery or if sent by mail seventy-two (72) hours after deposited in the United States mail, first class postage, prepaid, Registered or Certified, and all such notices given by mail shall be sent and addressed as follows until such time as another address is given by notice pursuant to this provision 15:
To manufacturer: To Representative:
<Company Address> <Representative Address>
IN WITNESS WHEREOF, The parties hereto have executed this Agreement on the day and year first above written in multiple counterparts, each of which shall be considered an original.
By: ___ ______