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Agent cooperation:
the supreme sole general agent of the state
Province general agent: enjoy supreme treatment, please consult
us for the details
Regional general agent: enjoy intermediate teratment, please
consult the details
Tradesman, terminal customers: according to the quantity
Oem: consult in another way
The process of agent:
1. Apply, fill forms, validate (via e-mail, message, phone
or fax)
2. Consultation of agent covenant, seal and sign, both sides
keep one copy.(sign directly or fax)
3. Remit, consign (interrelated files, such as agent covenant
and contract go with the goods)
4. The agent covenant and original contract should be sent
back to our company to pigeonhole.
The target customers:
Installer of security products
Supplier/distributor of security products
Security consultancy
Systems integrators
central/local government
manufacturing/industrial;
electrical/contracting/engineering;
retail industry,
systems integrator;
banking/finance;
warehousing/distribution;
airport/port/terminal;
hotels/catering/leisure;
insurance;
transport/commercial flight;
building construction;
property management;
prison services;
military department;
university/college;
others: such as CCTV systems, access control, fire, physical
security, police equipment, intelligent building management,
information protection, secure communication, anti-counterfeiting,
biometrics, intelligent traffic system, security product components
and so on.
Worldwide agent system
1). Exclusive agent general requirement
Apply to be one of ATS agent for selling ATS security product
in certain territory, please firstly turn in the stated Autosecu
agent register sheet (download it or asked by email) , than
we shall give pilot study, after that the applicant must provide
one scheme of feasible analyzed report and sales on how to
enter our product to the local market. By the last auditing
and confirmation, the applicant who fits requirement will
be formally notified to issue the exclusive agent at appointed
territory.
2).The applicant who meets the capital requirement passed
exclusive agent qualification will obtain the exclusive royalty.
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INDEPENDENT DISTRIBUTOR AGREEMENT.(sample)
This INDEPENDENT DISTRIBUTOR AGREEMENT (Agreement) is made
and entered into as of the [day-month-year] by and between
Shenzhen Autosecu Technology Co., Ltd. (the
Company), the company duly registered with business address
at FLOOR 7, BUILDING 64, MAJIALONG INDUSTRY, NANSHAN DISTRICT,
SHENZHEN, GUANGDONG, CHINA. and [distributor company/person
name](the distributor), registered at the address at [distributor
company/person address]. The Company and
the Distributor are the parties to this Agreement.
1. Appointment as Distributor. Hereby The
Company appoints [distributor company/person name]
on an exclusive basis to serve in his area of influence as
indicated hereinafter as, and [distributor company/person
name] agrees to serve for The Company.
2. EXCLUSIVITY. Throughout the term of this
Agreement the Company shall neither sell
nor market its products/services in the Distributor’s areas
of influence other than through the Distributor and shall
not appoint any other distributor/agent/dealer for the territories,
which are under the influence of the Distributor. To maintain
the exclusive marketing of the Company’s
products the Distributor shall meet the obligations in Paragraphs
7.1. and 7.4. If such obligations are not met, the
Company has the right to cancel the exclusivity stated
herein.
3. THE DISTRIBUTOR''S GEOGRAPHICAL AREA OF INFLUENCE.
For the purpose of this Agreement the Distributor’s area of
influence shall mean any geographical region where the Distributor
has five distributor/agent/dealer per ten or over corporate
clients and where the Company has no permanent
office establishments. Primary area of influence of the Distributor
shall be [authorized terettery]
4. services.
The Distributor shall be directly involved in marketing activities
promoting products and services of the Company in the worldwide
market, primarily in the market of the countries, including
[authorized terettery], through sales distributor network
that The Distributor agrees to use its best efforts to.
4.1. Market and promote the Company’s products/services through
agents’ recruitment, selection, training and consecutive business
support in sales and marketing;
4.2. Through maintenance of distributor documentation provide
the Company with market information on regions being targeted
and advise the Company of the marketing strategies to be undertaken
to stimulate sales.
4.3. Render full client support services in their areas responding
to all business enquiries regarding the Company’s products/services
and deliveries;
5. Obligations of the parties.
In order to develop reliable and firm relationship between
the Company and the Distributor the parties hereto expressly
agreed on following:
5.1. PAYMENT AND PROTECTION OF INTERESTS.
In order to protect the interests of the Distributor ,The Company understands that through the efforts of the Distributor,
its agents, contractors, partners the Company’s products will
be advertised among prospective clients, which may result
in a flow-in of direct orders from the geographical areas
of influence, which were targeted by the distributor network..
5.1.1. All Proforma Invoice for T/T in advance or irrevocable
L/C at sight will be send within 7 working days of the Distributor
confirming order and shipment has to be taken place maximum
within 14 days of Part A receiving the T/T in their Bank all
orders TT will be remitted. All payment should be paid to
the Company bank account but not to the personal bank account.
5.1.2. To refer back to the Distributor all enquiries from
prospective clients received from the Distributor’s areas
of influence and who became familiar with the Company products
owing to marketing efforts of the Distributor;
5.1.3. Not to use the document forms, which are prepared
and maintained by the Distributor and submitted to the Company
for use only for the term of this Agreement, in any businesses
other than when dealing with the Distributor;
5.2. REPORTING AND COMMUNICATION.
5.2.1. At the beginning of each consecutive month commencing
from the date this Agreement comes into effect, the Distributor
shall provide the Company with Agent Activity Reports and
final sales reports;
5.2.2. Within seven days at the beginning of each calendar
month commencing from the second month of the validity of
this Agreement the Company shall provide the Distributor with
a full statement showing total volume of sales produced by
the Distributor during the previous month. The Distributor
has the right to check and verify the amount statement; if
any mistakes found, the Distributor shall notify the Company
and the Company shall recalculate the amount.
The Company and the Distributor agree to make data transfer
via IBM compatible computers to their respective email addresses.
All text files shall be in MS Word format (.doc / .dot) or
PDF format (.pdf). Further, the Parties hereto agree to exchange
with orders, requests, offers, and business enquiries by the
issue of relevant documents and letters, which are to be signed
and sealed. All enquires, requests, offers, orders, which
are not supported by issued and registered documents shall
be ignored and not attended to.
5.3. ORDERS HANDLING.
5.3.1. TIMELINESS. The Company agrees to process all orders
received from the Distributor within two business days upon
order receipt. In addition the Company agrees to respond to
all enquiries regarding the product nature, delivery terms
and similar business data required to satisfy clients’ needs
in a timely and professional manner;
5.3.2. WARRANTY. The Company guarantees that all its products
supplied are of satisfactory quality and in accordance with
the specifications provided by the Company.
Standard factory hardware warranty
All equipment is shipped with a standard factory warranty
of 12 months. During this period, the Company will do all
repairs free of charge (material and labor). The faulty parts
or units have to be shipped freight prepaid to the Company
regional service center. the Company will pay the freight
charges when the repaired parts are shipped back to the customer’s
site. The repair circuit diagram has to be provided to importer.
If reasonable repairs are not feasible or acceptable, the
Distributor may elect to furnish a replacement or make a full
refund. Batteries and Transformers are not warranted. Damage
of equipment due to improper use is not covered by this warranty.
In the event that a product requires repair after one year
from receipt of order, the Distributor will assist in having
items repaired by our technician or suitable repair facility
if possible. Customer will be charged for cost of repair and
handling.
Extended hardware warranty:
the Company can offer an Extended Warranty Contract. Under
this agreement, the standard factory warranty is extended
with the same conditions.
The Extended Warranty Contract offers the following advantages:
the Company estimates all repair costs of the equipment involved
with a high degree of accuracy, thereby avoiding unplanned
expenses
the Company assumes most of the risks associated with the
repair of the equipment at a reasonable cost
Within the scope of this contract, free upgrades can be offered,
e.g. for implementing MTBF improvements
Software warranty:
Each software license comes with a one-year software warranty
starting from the time of shipment. The software warranty
provides a software update for any problem resulting in the
unwarranted termination or "blocked" condition of
the Company library or server. It also warrants for missing
files or unreadable media on a purchased software media product.
Problems must be reproducible by the Company from an adequate
description, recording, or demonstration program provided
by the customer. Consult the Company software support guide
on how to report problems.
6. AGENT ASSIGNMENT.
Throughout the term of this Agreement the Distributor shall
submit to the Company profiles of perspective agents from
various geographical areas for the Company to select one agent
per one area for the production of sales unless otherwise
agreed by the Company and the Distributor. The Company shall
provide the assignee with all information and promotional
materials required for the marketing of the Company’s products/services.
The Distributor shall provide the assignee with all instructions
and business forms required to lead the business in a most
efficient manner.
7. PROMOTION AND SALES.
7.1. The Distributor shall provide the Company with the first
order in the other attachment as appointed to maintain the
exclusive from the date of initiation of exclusive agreement.
The next 60 days from the initiation of the marketing process,
The Distributor shall have regular order monthly to maintain
the exclusive. The minimum off-take of the Company products
in first year being promotion period will have to be minimum
100,000 US$ to maintain the exclusivity.
7.2. The starting date of the marketing campaign shall be
the date when 1) the Company provides the Distributor with
product catalogues, promotional materials, product samples,
quotation containing Special Distributor Prices and other
information required for marketing purposes in [authorized
terettery] under the influence of the Distributor and 2) the
Company approves the marketing offers prepared and submitted
to the Company by the Distributor. The Distributor shall notify
the Company of the launch of the marketing campaign;
7.3. To secure rapid and aggressive penetration of the Company’s
products into the market targeted by the Distributor, the
parties agreed to set a promotional period starting from the
aforesaid commencement of the marketing campaigns and lasting
for 180 days throughout which the Company shall not impose
any sales restrictions and shall provide favorable sales terms
to prospective clients as far as the Company’s interests are
protected;
7.4. During the promotional period the Distributor shall
collect data on average monthly sales volume and submit it
to the Company. The Distributor is under the obligation to
produce the same monthly sales volume during the consequent
six months after the expiration of the promotional period
and increase total yearly sales by minimum 10% of the first-year
sales basis starting from the second year of the validity
of this Agreement.
8. CONFLICT OF INTERESTS.
To avoid any conflict of interests between the parties hereto,
which may result in deterioration of relations between the
Company and the Distributor, both sides agreed on following:
8.1. Throughout the term of this Agreement or within one
year upon its termination, unless the Agreement was terminated
due to the breach of its terms by the Company, the Distributor
shall not deal with the competitors of the Company;
8.2. The Company shall not solicit for employment or otherwise
bind to any agreement with the Company any agent recruited
by the Distributor either during the term of this Agreement
or within three years upon its termination.
9. CONFIDENTIALITY.
The Parties hereto acknowledge that during this engagement
they will have access to and become familiar with processes,
information, records and specifications owned or licensed
by them in the course of business. The Company and the Distributor
agree that they will not disclose any of the aforesaid, directly
or indirectly, to any third parties who do not have in it
any proprietary interest, or use any of them in any manner,
either during the term of this Agreement or at any time thereafter,
except as required in the normal course of this engagement
between the Company and the Distributor. The Parties further
agree to keep strictly confidential:
9.1. The terms and conditions of this Agreement;
9.2. All the correspondence led by the parties during the
term of this Agreement.
All documentation, which is to be kept confidential, shall
be marked as confidential.
10. STATUS OF INDEPENDENT DISTRIBUTOR.
The Distributor is and shall remain an independent
distributor in its relationship to the Company. The Company
shall not be responsible for withholding taxes with respect
to the Distributor and its agents’compensation hereunder.
The Distributor shall have no claim against the Company hereunder
for vacation pay, sick leave, retirement benefits, social
security or employee benefits of any kind. The Distributor
is free to perform services to other companies if they are
not competitors of the Company. The Distributor has the authority
to appoint on behalf of the Company authorized distributors,
agents, and dealers at its own expenses and costs with prior
written notice to the Company and consequent approval of the
Company.
11. TERM AND TERMINATION.
This Agreement shall commence from the date first written
above and shall continue for a period of five years unless
terminated earlier.
The Company may terminate this Agreement at any time by two
month’s prior written notice to the Distributor. In addition,
if the Distributor is convicted of any crime or offence, guilty
of serious misconduct in connection with performance hereunder,
the Company may terminate this Agreement at any time and without
prior notice to the Distributor. The Company also may terminate
this Agreement if the Distributor does not fulfill the obligation
stated in Paragraph 7.1. of this Agreement.
The Parties agree that this Agreement shall be terminated
upon any breach of the provisions hereof by either party if
such breach have not been cured and rectified within 14 (fourteen)
days after written notice have been given to it by a damaged
party.
Upon termination of this Agreement the Distributor at its
own expenses shall return to the Company all catalogues, promotional
literature, products samples and other items provided by the
Company to the Distributor for the marketing purposes.
12. CHOICE OF LAW. The laws of [your country]
shall govern the validity of this Agreement, the construction
of its terms and the interpretation of the rights and obligations
of the parties hereto.
13. DISPUTE RESOLUTION. Any controversies
arising out of the terms of this Agreement or its interpretation
shall be settled by means of amicable negotiations. Disputes
that cannot be resolved by such means shall be resolved at
the ICC ([Indicate City]).
14. SUCCESSORS AND ASSIGNS. All the terms
of this Agreement shall enure upon the successors and assigns
of the parties hereto.
15. MODIFICATION AND AMENDMENTS. No modification,
change or amendment to this Agreement shall be valid unless
in writing and signed by either party hereto.
16. ENTIRE UNDERSTANDING. This document
and any attachment to this Agreement constitute the entire
understanding and agreement of the parties, and any and all
prior agreements, understandings, representations, promises,
and statements are hereby terminated and canceled in their
entirety and are of no further force and effect.
IN WITNESS WHEREOF, the Parties have signed this Agreement
to be executed. The Parties agree that facsimile signatures
are valid as if they were originals.
DISTRIBUTOR
COMPANY
Name:
insert your name here
Title:
insert your title here
Manager
Date:
Signature:
ATTACHMENT.
This Attachment A is made part of the Independent Distributor
Agreement, which is made and entered into as of the [day-month-year]
by and between Company Name (the Company), the company duly
registered with business address at [address here] and [distributor
company/person name] (the Distributor), registered at the
address at [distributor company/person address].
I. PRODUCT PRICES. When providing product prices on required
delivery terms, the Company agrees to provide the Distributor
with Special Distributor Prices, The Company reserves the
right at all times to change the prices with a prior written
notice to the Distributor given in advance by 30 (thirty)
days so that the price changes may not affect business negotiations
already in progress.
II. PRICE MARK UP. The Distributor may mark up the prices
provided by the Company within reasonable margins during the
distribution of the offers among prospective clients to have
an additional profit to reimburse possible unforeseen expenses
and remuneration of business deal promoters. If the Company
products/services are sold at marked up prices, the Distributor
shall provide the Company with a quotation showing marked-up
amount and the expenses to be covered. Further, the Company
and the Distributor agree that every business deal arranged
at marked-up prices shall be followed.
III. THE COMPANY will issue the following bank information
for payment, The distributor can wire payment to this account
or any account issued by the company
Or to any other bank account, which may be designated by
the company . the Company will provide the Distributor with
Proforma Invoice.
DISTRIBUTOR
COMPANY
Name:
insert your name here
Title:
insert your title here
Manager
Date:____________________________
Signature:__________________________
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