Exclusive Distributorship Agreement

Exclusive Distributorship Agreement with Factory Warranty and Service Provisions

Agreement made on the between , a corporation organized and existing under the laws of the state of , with its principal office located at

referred to herein as Company, and , a corporation organized and existing under the laws of the state of , with its principal office located at

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. Agreement to Sell Company's Products

Within the bounds of the area of responsibility allocated to Distributor by Company (specified in Section Two), Distributor agrees to sell new and parts of Company and to provide adequate facilities for sales and servicing of these products and parts.

2. Sales and Service Area

The following is the area of responsibility allocated to Distributor:

3. Satisfactory Sale of Products

Distributor shall properly develop to Company's satisfaction the sale of products in the sales and service area specified in Section Two. An adequate sales staff and customer relations organization to take care of the sales potentials in the above area shall be maintained. A minimum sales staff and customer relations organization shall be defined as of full time salespersons, each of whom will use the , reporting a minimum average of retail sales calls per day.

4. Demonstrators

Distributor recognizes the value of having display-worthy Company products available to show the public and agrees to own an adequate number of of each current production basic model available for demonstration, with a minimum of

Company agrees, under this Section, that one model, , which Distributor is to maintain available for demonstration purposes, may be up to months old.

5. Dealers

To properly develop the sale of Company products in Distributor's sales and service area, the appointment of dealers by Distributor is anticipated. In appointing dealers, Distributor agrees to carefully consider them in the light of Company's recommendations as to requirements, classes and commissions set forth in the current recommended Distributor's dealer agreement.

6. Prices and Commissions

Company agrees to furnish Distributor current prices of new Company products and to furnish Distributor schedules of commissions and terms of purchase, and further agrees to keep Distributor advised of any changes in these prices or schedules of commissions and terms of purchase.

7. Orders

A. In order to facilitate the orderly scheduling of production and shipments, Distributor agrees to submit Distributor's orders for new as far as possible in advance of required delivery.

B. Company agrees to give careful consideration to all orders received from Distributor and expressly reserves the right to follow or depart from such orders in details of equipment, trim and color.

C. If Distributor fails to accept ordered and to pay for the same as agreed when notified by Company, Distributor agrees that Company may retain Distributor's deposit on the order as liquidated damages for breach of the acceptance.

D. Distributor also agrees to comply with Company's request for estimates of Distributor's prospective requirements of Company's products, but such estimates are not to be regarded as orders by Company.

8. Restricted Sales by Company

Company and Distributor recognize there are certain types of buyers to whom Company should offer to sell its products directly. Therefore, Company reserves the right to sell any products referred to in this Agreement for experimental or development work, to its employees, to suppliers, to government bodies, or to fleet buyers. Distributor further agrees not to sell new Company products to be exported, except where prior written arrangement with Company has been made.

9. Advertising

A. Distributor recognizes that advertising of Company's products may affect other Distributors and Company. For the protection of good will of Company's products, Distributor agrees to use only advertising that is supplied or approved by Company, or that conforms to the policies of Company and other provisions of this Agreement.

B. Distributor further agrees to purchase from Company and display a outdoor sign designed by Company for standardization in identification as an authorized Company Distributor.

10. Sales and Service Area Service Fee Adjustments

A. In the interest of promoting good service to the public and with a view to fair dealing between Distributors, Distributor agrees to confine Distributor's sales and selling efforts to the sales and service area as provided in Section Two of this Agreement.

C. Service fees will be payable when Distributor or Distributor's seller sells or leases to be based in another Distributor's sales and service areas.

D. To define what constitutes reason for paying of a service fee, the primary consideration will be the principal base of the for the first days.

E. Payment will be due Company within days after delivery of the to the purchaser.

11. Sales and Service Area Commission Adjustments

If Distributor or Distributor's dealer or dealers sells wholesale or pays a commission on the sale or lease of a new to any Company or individual established in the business of selling who is located outside of Distributor's sales and service area, this act will be considered a wholesale sales and service area infringement.

12. Definition of Used (Name of Product)

New Company will be considered used and no longer subject to Sections Ten and Eleven at the expiration of days from date of delivery to retail purchaser, or after operations by a Distributor or dealer for a period of months and hours.

13. Factory Warranty

Company warrants each new manufactured by it to be free from defects in material and workmanship under normal use and service, provided, however, that this warranty is limited to making good at Company's factory, any part or parts, which shall, within days after delivery of such to the purchaser, be returned to Company with transportation charges prepaid.

14. Purchase and Supply of Parts

Distributor agrees at all times to keep on hand at Distributor's place of business a current supply of genuine factory parts sufficient to supply adequately the requirements of the sales and service area assigned to Distributor. In case of parts or accessory sales to a purchaser in another Distributor's sales and service area, a maximum discount of % shall be allowed to any operator or dealer.

15. Customer Complaints

Distributor will receive, investigate, and handle all complaints received from customers or prospective buyers with a view to protecting the good will of Company and Distributor in the sale of products.

16. Care of Owner

A. To maintain a complete service department capable of repair and major overhaul of all Company manufactured products and to purchase all special tools developed by Company which Company deems essential.

B. To install Company flat rate charges for labor, as recommended and furnished by Company.

C. To execute and deliver to each purchaser of a new , an owner's service policy on forms furnished by Company and to supply to each owner an initial and hours no charge inspection.

D. To supply at Distributor's place of business, to each owner who purchases a new from Distributor, warranty labor at no charge.

17. Distributor is not Agent

For the protection of both Distributor and Company, the relationship created by this agreement between Company and Distributor is not that of principal and agent, and under no circumstances shall Distributor be considered an agent of Company.

18. Use of Trade Names

Distributor agrees not to use in Distributor's corporate, firm or individual name the words or , or any other name adopted by Company for , parts, accessories or service.

19. Distributor's Place of Business

Distributor agrees to maintain a place of business located near the trade center of Distributor's sales and service area. The place of business shall be equipped with private sales offices, display room or display facilities, parts department with display counters and adequate service department satisfactory to Company.

20. Financial Conditions and Reports

A. Distributor agrees to cooperate with Company by reporting for Distributor and Distributor's dealers such information once each month on forms furnished by Company.

B. Distributor agrees to furnish Company once each month a complete and accurate financial and operating statement with supporting data covering the preceding month's operation.

C. Distributor agrees to use a sales managing system as prescribed by Company, the reports to be supplied to Company for study purposes, to be mailed not later than of each week.

D. Company agrees to prepare and supply consolidated sales management system reports to Distributor based on reports supplied by Distributors.

21. Terms and Title

Title to all Company products shall be and remain with Company until receipt by Company of the full purchase price in United States dollars.

22. Definition of

The words or wherever used in this Agreement, shall be interpreted to mean all models of manufactured by Company and offered for sale to the public.

23. Collection of Indebtedness

Company may, at its option, collect any sum owing by Distributor to Company by separate drafts or by including such sums in any draft covering the purpose of .

24. Change of Design

Company reserves full right to change the design of its products at any time it is deemed necessary.

25. Termination without Advance Notice

This agreement shall terminate on the expiration of the terms of this agreement, or immediately by its own force without notice from either party in the event of:

A. An attempted assignment of this agreement by Distributor without Company's written consent;

B. An assignment by Distributor for the benefit of creditors;

C. The admitted insolvency of Distributor;

D. Proceedings in bankruptcy, insolvency, receivership, or dissolution;

E. The admitted insolvency of any member of Distributor if a partnership;

F. The discontinuance of Distributor's distribution and resale in Distributor's sales and service area of the product referred to in this agreement;

G. Conversion of property or embezzlement of money by officers or managers;

H. Failure to secure or renew dealer's license, or revocation/suspension thereof.

26. Termination by Notice

This Agreement may be terminated at any time on not less than days' written notice by Company or on not less than days' written notice by Distributor.

Termination under the provisions of this section by Company shall not be effective unless the notice bears the written approval of the Company.

27. Termination – Sums Due Company

On termination of this Agreement, Distributor will immediately pay to Company all sums due Company at the time of the termination.

28. Termination – Unfilled Orders

Termination of this Agreement shall operate as a cancellation of all unfilled orders for , parts and accessories. Company shall, within days, refund any deposits placed on such unfilled orders.

29. Termination – Signs, Names, Trademarks, and Trade Names

A. On termination of this Agreement, Distributor agrees that Distributor will immediately discontinue the use of names, trademarks, signs, stationeries, advertising or anything else that might make it appear that Distributor is still handling Company products.

B. Company agrees to make the following payments:

1. $ for discontinuance of all items above if accomplished within days after the date of termination.

2. $ for return of the sign mentioned above if made within days after the date of termination.

30. Termination – Parts

On termination of this Agreement, Company, at its option, may buy and Distributor agrees to sell within days after the effective date of termination, at the same price paid by Distributor to Company, less %, the part purchased from Company for current models that are new and re-saleable which Distributor has on hand, when returned to Company transportation charges prepaid.

31. Change in Prices

A. Company shall have the right, at any time, without notice, to reduce or increase its list price of any of its current models of .

Should Company make any such reduction or reductions, Company will refund or allow a proportionate amount on the price paid by Distributor for all new and unused of such current models as may have been purchased, and paid for, by Distributor from Company during the months immediately preceding the date of such reduction and which are in Distributor's stock unsold at the time such reduction may be made.

B. The above-mentioned refund or allowance will not be made on any used by Distributor for demonstration purposes, nor will any such refund or allowance be granted unless claim is made by Distributor in writing within days from the date such reduction becomes effective.

C. This refund or allowance shall likewise be made by Distributor on all new and unused in the stock of Distributor's dealers operating under a Distributor's dealer agreement.

D. If the is covered by a mortgage, Company reserves the right to pay a proportionate share of the difference in price to the holder of the mortgage.

E. Should the Company produce at any time, after the date of this agreement, a new or different model of than those above set forth, Distributor shall have no claim for any refund on any previously purchased by Distributor under this agreement.

38. Term

This Agreement shall continue in force and govern all relationships and transactions between the parties until

39. Force Majeure

Neither Company nor Distributor will be liable for failure to perform its part of this agreement when the failure is due to fire, flood, strikes or other industrial disturbances, inevitable accident, war, riot, insurrection or other causes beyond the control of the parties.

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