Agreement Between Distributor and Dealer

Agreement Between Distributor and Dealer of On-Board Scale Systems for Trucks and Trailers

This distributorship agreement is made this (date of agreement), between (name of distributor), a corporation organized and existing under the laws of the state of , with its principal office located at (street address, city, county, state, zip code), referred to herein as Distributor, and (name of dealer), a corporation organized and existing under the laws of the state of , with its principal office located at (street address, city, county, state, zip code), referred to herein Dealer.

Whereas, Distributor desires to establish the Dealer as an authorized Dealer for the sale of On-Board Scales for trucks and trailers (referred to herein as the Product or Products); and

Whereas Distributor and Dealer desire to set forth the respective duties, obligations, and responsibilities of each in the sale of the Product by Distributor to the Dealer and the sale and of these products by the Dealer; and

Whereas, Dealer has elected to enter into this agreement with Distributor with confidence in Distributor’s integrity and expressed intention to deal fairly with its Dealers, and with knowledge of the customer acceptance of products of Distributor; and

Whereas, Distributor has elected to enter into this agreement with Dealer with recognition that Distributor’s success depends on financially sound, responsible, efficient, vigorous, and successful dealers whose business conduct is free of false, deceptive or misleading advertising, merchandising, pricing and service practices, and with confidence in Dealer’s integrity and ability, and in the Dealer’s expressed intention to deal fairly with Distributor and its customers, and to perform and carry out Dealer’s duties, obligations, and responsibilities as set forth in this agreement and

Whereas, it is the expectation of each of the parties that by entering into this agreement, and by the full and faithful observance and performance of its duties, obligations, and responsibilities, a mutually satisfactory relationship between them will be established and maintained;

Now, therefore, for and in consideration of the mutual covenants contained in this agreement, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

1. Rights Granted

Distributor hereby grants to Dealer a nonexclusive right, on the terms and conditions contained below, to purchase, inventory, promote, and resell the Product.

2. Terms of Sale

All sales of the Product from Distributor to Dealer shall be made under and subject to the provisions of this agreement at such prices and on such terms as Distributor shall establish from time to time. Resale prices shall be fixed by Dealer, except that Distributor reserves the right to enter into fair trade agreements to the extent permitted by federal and state laws.

3. Marketing Policies

Dealer will at all times maintain adequate inventories of Distributor’s Product and will promote vigorously and effectively the sale of Distributor’s Product through channels of distribution prevailing in Dealer’s primary marketing area in conformity with Distributor’s established marketing policies and programs. Dealer will use its best efforts to sell Distributor’s Product.

4. Merchandising Policies

Distributor will provide Dealer with merchandising assistance in the form of advertising programs, product and sales training, and Dealer agrees to make full use of such assistance in carrying out Distributor merchandising and sales promotion policies.

5. Product Warranty Policy Policies

A. Distributor’s Products are sold to Dealer at prices that contemplate that such Products are free from defect in manufacture and workmanship at the time of sale. If any Product is proved to Distributor’s satisfaction to have been defective at time of sale, Distributor will make an appropriate adjustment in the original sales price of such Product.

B. Distributor agrees to protect Dealer and hold Dealer harmless from any loss or claim arising out of inherent defects in any of Distributor’s Products existing at the time such Product is sold by Distributor to Dealer, provided that Dealer gives Distributor immediate notice of any such loss or claim and cooperates fully with Distributor in the handling of the same. Dealer agrees to protect Distributor and hold Distributor harmless from any loss or claim arising out of the negligence of Dealer, Dealer’s agents, employees, or representatives in the installation, use, sale, or servicing of Distributor’s products.

6. Order Processing and Shipment Policies

Distributor will employ its best efforts to fill Dealer’s orders promptly on acceptance, but reserves the right to allot available inventories as it deems best. Distributor shall not be liable for failure to ship Distributor’s Product specified in any accepted order because of strikes, differences with workers, inability to secure transportation facilities, or other circumstances beyond its control. Dealer shall not be liable for failure to accept shipments of Product ordered from Distributor when such failure is due to strikes or any other cause beyond Dealer’s control, provided Distributor receives notice in writing to suspend such shipments prior to delivery to carrier.

7. Financial Policies

It is the intent and understanding of the parties, and the essence of this agreement that Dealer shall pay promptly all amounts due Distributor in accordance with terms of sale extended by Distributor from time to time.

8. Use of Dealer’s Name

During the term of this agreement, Distributor will be allowed to identify Dealer as an authorized Dealer of the Product of Distributor.

9. Relationship of the Parties

During the term of this agreement, the relation between Distributor and Dealer is that of vendor and vendee. Dealer its agents and employees shall, under no circumstances, be deemed agents or representatives of Distributor. Dealer will not modify any of Distributor‘s Products without written permission from Distributor. Neither Dealer nor Distributor shall have any right to enter into any contract or commitment in the name of, or on behalf of, the other, or to bind the other in any respect whatsoever.

10. Term of Agreement

This agreement shall continue in full force and effect from and after the date as of which this agreement has been executed until terminated by either party under the provisions of Section 11.

11. Termination

Either party may terminate this agreement without cause by written notice given to the other party not less than (number) days prior to the effective date of such notice.

12. Obligations on Termination

On termination of this agreement, Dealer shall cease to be an authorized Dealer of Distributor and:

A. All amounts owing by Dealer to Distributor shall, notwithstanding prior terms of sale, become immediately due and payable;

B. All unshipped orders shall be cancelled without liability of either party to the other; and

C. Neither party shall be liable to the other because of such termination for compensation, reimbursement, or damages on account of the loss of prospective profits or anticipated sales, or on account of expenditures, investments, leases, or commitments in connection with the business or good will of Distributor or the Dealer or for any other reason whatsoever growing out of such termination.

13. No Waiver

The failure of either party to this Agreement to insist upon the performance of any of the terms and conditions of this Agreement, or the waiver of any breach of any of the terms and conditions of this Agreement, shall not be construed as subsequently waiving any such terms and conditions, but the same shall continue and remain in full force and effect as if no such forbearance or waiver had occurred.

14. Governing Law

This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of .

15. Notices

Any notice provided for or concerning this Agreement shall be in writing and shall be deemed sufficiently given when sent by certified or registered mail if sent to the respective address of each party as set forth at the beginning of this Agreement.

16. Mandatory Arbitration

Any dispute under this Agreement shall be required to be resolved by binding arbitration of the parties hereto. If the parties cannot agree on an arbitrator, each party shall select one arbitrator and both arbitrators shall then select a third. The third arbitrator so selected shall arbitrate said dispute. The arbitration shall be governed by the rules of the American Arbitration Association then in force and effect.

17. Entire Agreement

This Agreement shall constitute the entire agreement between the parties and any prior understanding or representation of any kind preceding the date of this Agreement shall not be binding upon either party except to the extent incorporated in this Agreement.

18. Modification of Agreement

Any modification of this Agreement or additional obligation assumed by either party in connection with this Agreement shall be binding only if placed in writing and signed by each party or an authorized representative of each party.

19. Assignment of Rights

The rights of each party under this Agreement are personal to that party and may not be assigned or transferred to any other person, firm, corporation, or other entity without the prior, express, and written consent of the other party.

20. Counterparts

This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which together shall constitute but one and the same instrument.

WITNESS our signatures as of the day and date first above stated.