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A. M. PLAYER, INC. AGREEMENT FOR EXCLUSIVE SALES REPRESENTATIVE This AGREEMENT dated January 1, 2004, by A.M. Player, Inc., having its principal place of business at 12338 Lower Azusa Road, Arcadia, CA 91006, hereinafter known as AMP, and Dave Denoyer having his principal place of business at 901 Hilltop Dr., Deforest, WI 53532, hereinafter called REP. WITNESSES: That AMP does hereby appoint REP as Sales Representative, and REP does hereby accept the appointment subject to the following terms and conditions: FIRST: REP shall faithfully, diligently and to the best of his/her ability, endeavor to promote and extend the sales of AMP and its products to both existing and prospective customers in the territory hereafter described. SECOND: The territory ofREP shall be as follows: WI Hereinafter said territory shall be referred to as "Territory" or "REP's Territory". All reps are obligated to maintain an up to date filing with AMP disclosing any and all other lines currently being represented by that rep. THIRD: REP shall be the sole and exclusive GOLF representative of AMP within said Territory for the sale of its products to the trade, except for accounts designed in writing by AMP at any time as AMP ACCOUNTS and serviced by AMP executives out of the home office. FOURTH: REP shall be entitled to receive a commission upon all sales in Territory whether solicited by REP, or by direct orders from customers to AMP, or otherwise, accepted as set forth in the THIRD paragraph above regarding AMP ACCOUNTS. REP shall not be entitled to receive a commission on any sales to customers, locations or persons outside the Territory. FIFTH: It shall be the responsibility of REP to provide AMP with an active and continuous sales representation for all persons and customers in REP's Territory by frequent effective personal contact with all existing, prospective, and potential customers (Le., provide an up-to-date territory mailing list for AMP prior to the publishing of new catalogues). REP further agrees to maintain procedures and records to assure systematic, repeated and complete coverage ofREP's Territory. SIXTH: REP shall keep AMP properly advised and informed as to the general conditions that pertain to or affect his/her sale of AMP's products. REP agrees to comply with such directives as many are issued by AMP to carry out its policies in dealing with the customer trade, provided and insofar as such directives are not inconsistent with the terms, conditions and understanding of this Agreement. REP shall cooperate with AMP to the best of REP's ability in obtaining credit and financial information regarding any customers and in reporting this and other pertinent information to AMP to insure timely and effective processing of orders. SEVENTH: AMP will keep REP informed of all communications between him/her and the customers. AMP, at its own expense, shall furnish REP with all necessary sales supplies such as catalogues, price lists, and all other sales aids in sufficient quantities to fulfill the requirements of REP's Territory, including delivery charges, with the exception of one (1) sample of each AMP product, which shall be purchased by REP at the cost of published wholesale price less 50%. Charges will be billed to REP's sample account, and payment for said samples would be deducted appropriately from available monthly commissions beginning 30 days after invoice date. ** PLEASE NOTE ALL SAMPLES ARE NON-RETURNABLE. **

A. M. PLAYER, INC. AGREEMENT FOR EXCLUSIVE SALES ... w REPS 2004/dd1-contract.pdfAGREEMENT FOR EXCLUSIVE SALES REPRESENTATIVE Page 3 FIFTEENTH: If any suit or proceeding is brought

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Page 1: A. M. PLAYER, INC. AGREEMENT FOR EXCLUSIVE SALES ... w REPS 2004/dd1-contract.pdfAGREEMENT FOR EXCLUSIVE SALES REPRESENTATIVE Page 3 FIFTEENTH: If any suit or proceeding is brought

A. M. PLAYER, INC.AGREEMENT FOR EXCLUSIVE SALES REPRESENTATIVE

This AGREEMENT dated January 1, 2004, by A.M. Player, Inc., having its principal place ofbusiness at 12338 Lower Azusa Road, Arcadia, CA 91006, hereinafter known as AMP, and DaveDenoyer having his principal place of business at 901 Hilltop Dr., Deforest, WI 53532, hereinaftercalled REP.

WITNESSES:

That AMP does hereby appoint REP as Sales Representative, and REP does hereby accept theappointment subject to the following terms and conditions:

FIRST: REP shall faithfully, diligently and to the best of his/her ability, endeavor to promote andextend the sales of AMP and its products to both existing and prospective customers in the territoryhereafter described.

SECOND: The territory ofREP shall be as follows: WIHereinafter said territory shall be referred to as "Territory" or "REP's Territory". All reps areobligated to maintain an up to date filing with AMP disclosing any and all other lines currently beingrepresented by that rep.

THIRD: REP shall be the sole and exclusive GOLF representative of AMP within said Territory forthe sale of its products to the trade, except for accounts designed in writing by AMP at any time asAMP ACCOUNTS and serviced by AMP executives out of the home office.

FOURTH: REP shall be entitled to receive a commission upon all sales in Territory whether solicitedby REP, or by direct orders from customers to AMP, or otherwise, accepted as set forth in the THIRDparagraph above regarding AMP ACCOUNTS. REP shall not be entitled to receive a commission onany sales to customers, locations or persons outside the Territory.

FIFTH: It shall be the responsibility of REP to provide AMP with an active and continuous salesrepresentation for all persons and customers in REP's Territory by frequent effective personal contactwith all existing, prospective, and potential customers (Le., provide an up-to-date territory mailing listfor AMP prior to the publishing of new catalogues). REP further agrees to maintain procedures andrecords to assure systematic, repeated and complete coverage ofREP's Territory.

SIXTH: REP shall keep AMP properly advised and informed as to the general conditions that pertainto or affect his/her sale of AMP's products. REP agrees to comply with such directives as many areissued by AMP to carry out its policies in dealing with the customer trade, provided and insofar assuch directives are not inconsistent with the terms, conditions and understanding of this Agreement.REP shall cooperate with AMP to the best of REP's ability in obtaining credit and financialinformation regarding any customers and in reporting this and other pertinent information to AMP toinsure timely and effective processing of orders.

SEVENTH: AMP will keep REP informed of all communications between him/her and thecustomers. AMP, at its own expense, shall furnish REP with all necessary sales supplies such ascatalogues, price lists, and all other sales aids in sufficient quantities to fulfill the requirements ofREP's Territory, including delivery charges, with the exception of one (1) sample of each AMPproduct, which shall be purchased by REP at the cost of published wholesale price less 50%. Chargeswill be billed to REP's sample account, and payment for said samples would be deducted appropriatelyfrom available monthly commissions beginning 30 days after invoice date.** PLEASE NOTE ALL SAMPLES ARE NON-RETURNABLE. **

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AM. PLAYER, INC.AGREEMENT FOR EXCLUSIVE SALES REPRESENTATIVEPage 2

EIGHTH: REP's commissions shall be based upon the rates the Item/Price Status list beingfaxedlemailed to REP monthly. These commission rates may be revised monthly at the discretion ofAMP and will be applied only to sales in the Territory as indicated in SECOND paragraph above. Theterm "SALES" shall however, only refer to and include products actually billed and shipped againstorders actually accepted by AMP. REP shall not be entitled to commissions on SALES except anduntil the orders are accepted, the products are shipped, and the customer is billed. Furthermore,because orders often cover several months, orders are often modified, and partial shipments arefrequent, REP agrees that commissions will be based only on the products shipped and billed, and noton the number or amount of the orders. Commissions will be based on the prices and amounts actuallybilled and invoiced to the customer excluding any embroidery charges, transportation costs, insuranceor taxes, and less any merchandise returns, credits, and allowances granted by AMP at its discretion tothe customer. REP shall not be entitled to retain, and REP shall be obligated to return to AMP, allcommissions on SALES which are not paid for by the customer after one hundred twenty (I 20) daysof billing net due date. Commission payments to REP shall be made monthly and based on productsshipped and billed during the prior month. Commission is less credits, deductions, and any other debtsor obligations of REP.

NINTH: It is understood and agreed that REP is only an independent contractor, not an employee,and that neither AMP nor REP assumes any liability whatsoever, for each other, directly or indirectly.It is also agreed that this Agreement shall not under any circumstances create the relationship of jointventure or partnership between the parties hereto.

TENTH: All orders submitted by REP or by any customers or persons in REP's Territory shall not bebinding to AMP and are subject to approval and acceptance by AMP. AMP retains the right to rejector modify any customers' orders (or portions thereot) for any reason.

ELEVENTH: This Agreement shall continue in full force and effect for the term of one year from theabove date of this Agreement, and shall continue in such full force and effect for successive periods ofone year thereafter unless terminated, for any reason and at will, by either party by the giving of noticein writing at least thirty (30) days prior to the expiration of any such yearly period, and suchtermination shall be effective after said yearly period.

TWELFTH: Either party may terminate this Agreement for any reason at any time, and at will, bygiving thirty (30) days notice in writing. Such termination shall be effective thirty (30) days aftermailing of said notice of termination.

THIRTEENTH: AMP shall have the right to terminate this Agreement upon a thirty (30) day writtennotice for cause; said cause consisting of any of the following:

. Breach of any portion of the Agreement.Failure to provide active and effective sales representation in the Territory.Failure to comply with company policy directives.Any conduct, which AMP reasonably believes, is detrimental to the image, sales orproducts of AMP.Sales of products that are in direct competition with products offered for sale by AMP.Failure to properly service all existing customers in the Territory.Failure to seek new customers in the Territory.

...

...FOURTEENTH: This Agreement shall be governed by California Law.

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A.M. PLAYER, INC.AGREEMENT FOR EXCLUSIVE SALES REPRESENTATIVEPage 3

FIFTEENTH: If any suit or proceeding is brought to enforce or invalidate this Agreement, theprevailing party shall be entitled to all attorneys' fee expended.

SIXTEENTH: This Agreement may not be assigned or otherwise transferred by REP.

SEVENTEENTH: This Agreement supercedes any and all previous or other Agreements betweenAMP and REP.

EIGHTEENTH: Upon termination of the Agreement by any method REP is responsible for paymentof any outstanding balances due to AMP within thirty (30) days of termination. Also, REP shall not beentitled to receive any further commissions from AMP, except for orders actually accepted andshipped by AMP. In such cases REP shall only be entitled to commissions obtained aforementionedtermination date. And provided further that only if all indebtedness of REP has been paid in full.

NINETEENTH: All notices and communications to AMP shall be addressed to: A. M. Player, Inc.,12338 Lower Azusa Road, Arcadia, CA 91006. All notices and communications to REP shall beaddressedto Dave Denover.901 Hilltop Dr.. Deforest.WI 53532.Telephone: 608/846-3569;Fax:608/846-5502

TWENTIETH: REP shallnot engagein any activitieswhichwouldin any way leadto or causeanyclaims, charges, or suits against AMP alleging tortuous conduct, unfair competition, pricediscrimination, or violation of any antitrust laws. REP shall also not make any promises of terms,representation or warranties, except for warranties, terms and representations required by law,contained in sales promotional material of AMP or approved in advance in writing by AMP. REPshall also not enter into any obligations or contracts binding upon AMP without prior written consentof AMP. REP further agrees that any such activities shall be grounds for REP being terminated underthe FOURTEENTH paragraph above. REP further agrees to hold AMP exempt from any liability toany governmental agency or citizen arising out of any such activities by REP. Further, REP's promiseto hold exempt and defend shall survive any termination of this Agreement.

TWENTY-FIRST: Any potential account that might present a conflict with another A. M. Playerrepresentative must be approved by AMP first.

In witness whereof, the parties hereto have signed this Agreement as of the day first above written.

A. M. Player, Inc./Manager

Date: /;jh/~ Date:

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REPRESENTATIVE'SLINE DISCLOSURE STATEMENT

REPRESENTATIVE: Dave DenoyerREPRESENTATIVE CODE: DDl

TERRITORY: Per Agreement

TYPE: GOLF

LINES REPRESENTED:

5.

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2.

3.

4. fiJ}

1/ II

6.

7.

DATE: /{LJ ~REPRESENTATIVE SIGNATURE: