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2017 FALKEN FANATIC PROGRAM
DEALER ENROLLMENT APPLICATION
DEALER INFORMATION Note: Please use the separate sheet to provide information about additional Dealer location(s).
Date
Dealer Name ______________________________________
Dealer Address_____________________________________
City ______________________________________________
State ___________________________ Zip Code __________
Federal Tax ID Number Number of Locations _________________________________ ____________________________________ ____ ______________________________________ ____
Dealer Account Number _______________________________
Dealer Phone Number_________________________________
For Official Use Only Dealer Fax Number __________________________________
Dealer Contact Name ________________________________
Associate Dealer Number Dealer E-mail _______________________________________
DISTRIBUTOR INFORMATION
Distributor Name __________________________________________________________________________________
Distributor Center Address ____________________________________________________________________________ Distributor Phone & e-mail address ( ) - Email:
Distributor Salesperson _____________________________________________________________________________
AGREEMENT / APPROVAL
We hereby request to be enrolled as a Dealer in the Falken Fanatic Program. Together with this Enrollment Application, we are submitting a signed Dealer Participation Agreement and opening purchase order for Falken's approval. We acknowledge that Falken may approve or deny our request for enrollment in the program in its sole and absolute discretion.
As a participating Falken wholesale distributor, we request that Dealer be enrolled in the Falken Fanatic Program. Together with this Enrollment Application, we are submitting a signed Dealer Participation Agreement for Falken's approval. We acknowledge that Falken may approve or deny this request in its sole and absolute discretion. We acknowledge that enrollments will not be processed during the last ten (10) business days of any given quarter.
DEALER DISTRIBUTOR
By: By:
Name: Name:
Signature: Signature:
Title: Title:
Date: Date:
Return form to Falken, Attn: Falken Fanatic Program Administrator, 8656 Haven Ave., Rancho Cucamonga, CA 91730 Or email to: [email protected]
FOR OFFICIAL USE ONLY: Official Enrollment Date: QTR YR
Falken Account Manager Signature Date
Falken Zone Manager Signature Date
RECEIVED
ENTERED
INITIAL
2017 FALKEN FANATIC PROGRAM
DEALER ENROLLMENT APPLICATION
ADDITIONAL DEALER LOCATION(S)
Dealer Location Name
Dealer Location Name
Dealer Address Dealer Address
Dealer Phone Number
Dealer Phone Number
Dealer Fax Number Dealer Fax Number
Contact Name Contact Name
E-mail Address E-mail Address
Dealer Location Name
Dealer Location Name
Dealer Address Dealer Address
Dealer Phone Number
Dealer Phone Number
Dealer Fax Number Dealer Fax Number
Contact Name Contact Name
E-mail Address E-mail Address
Dealer Location Name
Dealer Location Name
Dealer Address Dealer Address
Dealer Phone Number
Dealer Phone Number
Dealer Fax Number Dealer Fax Number
Contact Name Contact Name
E-mail Address E-mail Address
1
419547.4
FANATIC DEALER PARTICIPATION AGREEMENT
This Falken Fanatic Program Dealer Participation Agreement (this “Agreement”)
dated as of ____________, 2017 is entered into by and between
_________________________________________ (“Distributor”) and
____________________________________________ (“Dealer”) and approved by
Sumitomo Rubber North America, Inc., dba Falken Tire Corporation (“Falken”).
Distributor and Dealer are herein referred to individually as a "Party and collectively as
the "Parties."
Recitals
A Distributor is an authorized wholesale distributor of Falken brand passenger
and light truck tires supplied by Falken. The Dealer is a retail seller, not a wholesaler, of
passenger and/or light truck tires. A Dealer has completed and submitted to Distributor a
Falken Fanatic Program Dealer Enrollment Application (the "Enrollment Application")
and desires to participate in the Falken Fanatic Program (as defined below) which is
conducted by Distributor and supported by Falken, in accordance with the terms and
conditions set forth herein.
NOW, THEREFORE, in consideration of the foregoing premises and the mutual
covenants contained herein, the Parties agree as follows: The Falken Fanatic Program.
The Falken Fanatic Program (the "Program") is a sales incentive program in which
Dealer can earn cash rewards for sales of tires ("Tires") in the tire lines ("Tire Lines") set
forth in the Falken Fanatic Program Outline (the "Program Outline") attached hereto as
Exhibit A. Program Requirements. In order to participate in the Program and earn
cash rewards, Dealer must satisfy each of the following requirements: Make an initial
purchase from Distributor of a minimum quantity of twenty-four (24) Tires for each
designated retail location as listed on the Enrollment Application (each a “Location” and
collectively, the “Locations”). Dealer shall not sell Tires at any location other than the
Locations. Concurrently with the execution of this Agreement, Dealer shall deliver to
Distributor an opening firm purchase order meeting these minimum purchase
requirements. Purchase a minimum of sixty (60) Tires for each Location in each calendar
quarter, ending on March 31, June 30, September 30 and December 31. The minimum
purchase requirement for periods of less than a full calendar quarter shall be prorated
based on the number of days remaining in the quarter divided by the total number of days
in the quarter. Purchase and display a minimum of three (3) Tire Lines at each Location.
1. Program Rewards. As long as Dealer meets the program requirements as
set forth in Sections 2 and 4, Dealer shall earn cash rewards (the "Rewards") in the
amounts set forth in Program Outline based on all purchases of Tires from Distributor per
Location. A "purchase" shall be deemed to have occurred upon issuance of an invoice by
Distributor. The Rewards shall be calculated and paid on a quarterly basis by Falken
directly to Dealer.
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419547.4
2. Dealer Operations.
In order to participate in the Program, Dealer shall perform each of the
following:
(a) Exercise its best efforts to promote and sell the Tires.
(b) Provide high quality, professional passenger and light truck tire
service to its retail customers.
(c) Maintain each Location in a high-quality and professional
condition. The facilities shall be clean, well-lit, and in good repair. Inventory and
products on display shall be well organized and easily accessible.
(d) Identify each Location with Falken Tire brand identification.
(e) Administer and service all Falken customer service programs, in
accordance with Falken’s warranty and adjustment policies.
(f) Refrain from making any false, misleading or disparaging
representations or statements or from otherwise engaging in any trade practices which
may affect adversely the high image, credibility, or reputation of Falken or the Tires.
(g) Make no representations to consumers or to the trade with respect
to Tire specifications or features, except such as may be approved in writing or published
by Falken.
(h) Make available, at the request of Distributor or Falken, all sales
and purchase information necessary to verify performance pursuant to the terms of this
Agreement.
(i) At the request of Distributor or Falken, participate in training
programs including self-study and certification.
(j) Comply in all respects with the manuals, specifications, guidelines
and instructions regarding the storage, handling and installation of the Tires which have
been provided by Distributor or Falken.
(k) Comply with all applicable existing and future laws, regulations
and acts of the governmental entities and subdivisions.
(l) Dealer may resell the Tires only to end users. Dealer shall not
resell Tires to wholesalers or other retailers.
3. Inadequate Supply. To the extent that Dealer is unable to obtain an
adequate supply of Tires from Distributor, Dealer may purchase Tires from other
authorized Falken Fanatic Program distributors ("Secondary Program Distributors").
Dealer shall earn Rewards on purchases of Tires from Secondary Program Distributors,
provided, however, Rewards shall not be earned on purchases of Tires from Secondary
Program Distributors in excess of 20% of Dealer's total combined purchases of Tires
from Distributor and Secondary Program Distributors for the quarter.
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419547.4
4. Change of Distributor. In the event that Dealer desires to change its
distributor, Dealer may submit a Distributor Change Request to Falken. A Distributor
Change Request form may be obtained by contacting Falken. A change request may not
be submitted more than one (1) time in a calendar year. If multiple Dealer Locations are
under the same tax identification number and/or ownership, the Distributor Change
Request shall apply to all Dealer Locations. Falken may approve or deny the change
request in its sole and absolute discretion. If approved, the change will not go into effect
until at least one (1) month after a new Dealer Participation Agreement is signed by
Dealer and the new distributor and approved by Falken.
5. Trademarks and Serial Numbers. During the term of this Agreement,
Dealer may use Falken’s trademarks and trade names (collectively, "Marks") only for the
purpose of advertising, promoting and selling the Tires, but not otherwise. Dealer agrees
that it shall not use any of the Marks on any Dealer created advertising or promotional
materials without Falken's prior written approval, which approval may be withheld in
Falken's sole and absolute discretion. Dealer shall use the Marks only in connection with
and in a manner consistent with the scope of this Agreement and, if instructed by
Distributor or Falken, accompanied by the symbol ® designating the federal registration
of the Marks. Dealer acknowledges that the Marks and all rights therein are owned by
and belong to Falken or its parent company, Sumitomo Rubber Industries, Ltd. ("SRI")
and will not, during the term of this Agreement or thereafter, attack the title of Falken or
SRI in and to the Marks, nor will do anything to destroy, impair or in any way impede the
effect and validity of the Marks. Dealer shall refrain from removing, altering or
obliterating Marks or serial numbers from the Tires or from utilizing any Marks on any
other products. Dealer shall acquire no rights whatsoever in any Marks by virtue of this
Agreement.
6. Term and Termination. This Agreement shall commence upon the
execution of this Agreement by Distributor, Dealer and approval by Falken. This
Agreement shall not become effective, unless and until approved and signed by Falken,
which approval or disapproval shall be in Falken's sole and absolute discretion. This
Agreement shall remain in effect through December 31 of the current calendar year,
subject to automatic renewals for successive one year terms (each such renewal term
running from January 1 through December 31 of each subsequent year), unless and until
Dealer shall have delivered to the Distributor and Falken or Falken or Distributor shall
have delivered to Dealer, a notice of non-renewal not less than thirty (30) days prior to
the end of the term then in effect. If Dealer breaches Sections 2, 5 or 7, Falken or
Distributor may immediately terminate this Agreement by giving written notice. If
Dealer defaults in the performance of any other obligation hereunder and fails to cure
such default within seven (7) days of notice of such default, Falken or Distributor may
terminate this Agreement by giving written notice. Dealer, Distributor or Falken may
terminate this Agreement, with or without cause, by giving not less than thirty (30) days
prior written notice. The Parties agree that Falken may amend or modify the terms and
conditions of the Program (including without limitation, the Tire Lines, minimum
purchase requirements and Program Rewards) at the end of any calendar quarter by
4
419547.4
giving written notice not less than thirty (30) days prior to the end of such calendar
quarter.
7. Disclosure and Protection of Confidential Information. The Parties
agree that all information furnished by Distributor or Falken to Dealer or by Dealer to
Distributor or Falken hereunder, in whatever form, except promotional and advertising
material, is “Confidential Information.” The receiving entity (the "Receiving Entity")
agrees that it will use all Confidential Information disclosed to it by another entity (the
"Disclosing Entity") only in furtherance of its performance under this Agreement, and for
no other purpose, disclosing Confidential Information only to those of its employees or
other authorized agents (who shall have agreed in writing to be bound by reasonable
confidentiality obligations) as will be directly concerned with performance under this
Agreement. Except as provided above, the Receiving Entity agrees that during the term
of this Agreement (including any renewals or extensions hereof) and for a period of ten
years after the termination or expiration hereof, it will not disclose Confidential
Information of the other to any other person or entity without the express, prior written
consent of the Disclosing Entity. Each Party agrees that it will protect the confidentiality
of the Confidential Information with the same degree of care with which it protects its
own confidential information. The foregoing confidentiality obligations shall survive
termination of this Agreement and shall remain binding on the Parties and their
respective affiliates, successors and assigns until a written release of such restrictions is
executed by the other. All Confidential Information furnished to a Party hereunder
(including all copies thereof) is and shall remain the property of the Disclosing Entity,
and shall be returned or otherwise disposed of as instructed by the Disclosing Entity
promptly upon demand or upon the termination or expiration of this Agreement.
8. Relationship of the Parties. Each Party, for all purposes hereunder, shall
be an independent contractor. Neither Party nor its officers, employees or agents are
granted by this Agreement or otherwise any express or implied right or authority by the
other, neither Party or its officers, employees or agents shall take any action which would
have the effect of creating the appearance of such authority, to assume or create any
obligation or responsibility on behalf of or in the name of the other or any of its affiliates,
or to bind the other or any of its affiliates in any manner or thing whatsoever. Falken is
not a party to this Agreement but is a third party beneficiary of this Agreement. The
Parties agree that Falken shall have the rights specified in the provisions of this
Agreement and the power to enforce those rights directly against either or both of the
Parties.
9. Audit. Falken shall have the right during the term of this Agreement and
for two (2) years thereafter, to inspect, examine and make copies of the books and
records of Dealer as it may be necessary to verify reported sales of Tires were retail in
nature and sold to an end user. Such inspection and examination shall be made during
business hours upon reasonable prior notice and not more often than once per calendar
year.
5
419547.4
10. Miscellaneous. Neither Party may assign or transfer any rights or
obligations under this Agreement, without the prior written consent of the other Party.
Any notice required under this Agreement shall be in writing and effected by delivery to
such Party in person, by Federal Express or other reputable courier, by facsimile
(provided that an additional copy of such document or consent is delivered by regular
mail), or by sending the same by registered or certified mail, return receipt requested, and
shall be deemed received upon personal delivery if delivered personally, by Federal
Express or other reputable courier or by facsimile, or four (4) business days after deposit
in the mail in the United States, postage prepaid, addressed to the person to receive such
notice or communication at the address for the Party as set forth in the Enrollment
Application. Either Party may change its address to which notices are to be sent to it by
giving notice of such change in the manner provided in this Section. Failure of either
Party to enforce any of the terms of this Agreement shall not be construed as a waiver of
rights thereunder preventing the subsequent enforcement of such provisions or the
recovery of damages for breach thereof. If any portion of this Agreement, including the
Exhibits hereto and made a part hereof, is held to violate, or to be invalid or
unenforceable under, any applicable laws of any government or subdivision thereof, or
the portion declared to be in violation of or invalid or unenforceable under any such law
shall be reformed (to the extent possible) or treated as being of no force or effect, and this
Agreement shall be construed as though such portion had not been inserted herein, and
the remainder of this Agreement shall remain in full force and effect. This Agreement,
all transactions executed hereunder and the legal relations between the Parties shall be
governed and construed solely in accordance with the laws of the State of California,
without reference to its conflict of laws rules. In the event of a controversy or claim
arising out of or relating to this Agreement, or the breach hereof, the Parties consent to
the jurisdiction and venue of a court of applicable subject matter jurisdiction located in
San Bernardino County, California or the Central District of California. This Agreement,
together with the Exhibits attached hereto and made a part hereof, constitutes the entire
Agreement between the Distributor and Dealer, superseding any prior agreement between
the Parties or their predecessors or affiliates with respect to the subject matter hereof. No
modification or amendment to this Agreement shall be binding unless in writing and
signed by authorized representatives of both Distributor and Dealer and approved in
writing by Falken. This Agreement may be executed in any number of separate
counterparts, each of which shall be deemed to be an original but which together shall
constitute one and the same instrument.
IN WITNESS WHEREOF, the Parties have executed this Agreement in duplicate
by their duly authorized representatives, as of the date first written above.
6
419547.4
DISTRIBUTOR
[Company Name]
DEALER
[Company Name]
By: By:
Name: Name:
Title: Title:
SUMITOMO RUBBER
NORTH AMERICA INC.,
dba: FALKEN TIRE CORPORATION
By:
Name:
Title:
By:
Name:
Title: Account Manager
Exhibit A-1
419547.3
FANATIC DEALER PARTICIPATION AGREEMENT
EXHIBIT A-1
2017 Falken Fanatic Program Outline
Tire Lines: Azenis FK450 A/S
Azenis FK453
Azenis FK453 CC
Azenis FK510
Sincera SN250 A/S
Ziex ZE-950 A/S
Ziex S/TZ05
Wild Peak M/T
Wild Peak A/T3W
Wild Peak H/T
Eurowinter HS449
Espia EPZ II
Minimum Tire Lines: 3 at each Location
Minimum Initial Purchase: 24 Tires per Location
Minimum Quarterly Purchase: 60 Tires per Location
Program Rewards:
(Cash rewards per Tire
purchased)
Participation Level FAN-Lite FAN FAN+ FANATIC
Minimum Quarterly Purchases
(Per Location) 60 125 250 400
Azenis FK450 A/S $3.00 $4.00 $5.00 $6.00
Azenis FK453 $3.00 $4.00 $5.00 $6.00
Azenis FK453 CC $3.00 $4.00 $5.00 $6.00
Azenis FK510 $3.00 $4.00 $5.00 $6.00
Sincera SN250 A/S $3.00 $4.00 $5.00 $6.00
Ziex ZE-950 A/S $3.00 $4.00 $5.00 $6.00
Ziex S/TZ 05 $3.00 $4.00 $5.00 $6.00
Wild Peak M/T $3.00 $4.00 $5.00 $6.00
Wild Peak A/T3W $3.00 $4.00 $5.00 $6.00
Wild Peak H/T $3.00 $4.00 $5.00 $6.00
Eurowinter HS449 $3.00 $4.00 $5.00 $6.00
Espia EPZ II $3.00 $4.00 $5.00 $6.00
Direct Deposit Agreement Form
Fanatic Id:
Authorization Agreement
I hereby authorize Falken Tire Corporation/Garvin Promotion Group to initiate automatic deposits to my account at the financial institution named below.
Further, I agree not to hold Falken Tire Corporation/Garvin Promotion Group responsible for any delay or loss of funds due to incorrect or incomplete information supplied by me or by my financial institution or due to an error on the part of my financial institution in depositing funds to my account.
This agreement will remain in effect until Falken Tire Corporation receives a written notice of cancellation from
me or my financial institution.
Account Information
Name of Fanatic Dealer:
Name of Financial Institution:
Routing Number:
Account Number: Checking Savings
Signature
Authorized Signature (Primary): Date:
Authorized Signature (Joint): Date:
Please attach a voided check and return this form to Falken Tire Corporation (Attention: FANATIC Associate Dealer Program Administrator).
Falken Tire Corporation 8656 Haven Ave.
Rancho Cucamonga, CA 91730