Outback® Guidance Agency Agreement (Country)
This agreement, to become effective
on
Acceptance Date
(hereafter called "Agreement") between Hemisphere
GPS, Inc.
with its principal place of business at 2207 Iowa Street, Hiawatha, KS 66434
(hereafter called "Company") and
Company Name,
with its principal place of business at
Address. City, State, Zip
(hereafter called "Agency").
I. Purpose
This Agreement is to establish a relationship between Agency and Company for product
representation and customer service of Outback® Guidance Products (hereafter
called "Products") in the trade area served by Agency and to establish
the responsibilities of the parties.
II. Terms of Sale
Agency does not buy and resell Products. All orders for Products must be placed
to Company using the Internet by or on behalf of the retail purchaser. Only demonstration
Products are available for purchase directly by Agency. Pricing is published at
the web site at all times. The effective price is that which is published at the
exact time of order. No advance notification of price changes is required. All shipments
are F.O.B. Hiawatha, KS. S Lite may be purchased and resold.
III. Credit
Hemisphere GPS does not extend Agency credit of any kind. A credit account using MasterCard
or VISA must be established by Agency at registration and the account information
kept on file by Hemisphere GPS. Agency must authorize any charge to that account by Hemisphere GPS.
All retail customers must provide
either credit card, check, or other electronic means when placing orders for Products.
IV. Territory
Hemisphere GPS preserves for Agency an exclusive territory (hereafter called "Territory") within
which Agency receives commissions for sales of Products to customers with zip codes
within Territory. In some special cases this exclusivity may be co-shared by two
mutually consenting Agencies.
Territory borders must follow county
lines with the smallest possible size being one county. Agency and Company mutually
agree on boundaries of Territory at the time of Agency registration.
Upon reaching each anniversary, Agency
will be granted first option to renew Territory for the following year.
Agency may represent Products in
another Territory, however, commissions will be shared with the Agency of that territory.
V. Delivery
Company shall not be responsible for failure to deliver Products on time or to fill
orders when such delay or failure results from causes beyond the Company's control.
VI. Warranty
Company Products are sold subject only to the applicable Company standard printed
warranty in effect at the time of sale and such warranty shall be in lieu of all
other warranties express or implied. Agency is not authorized to assume, on Company's
behalf, any liabilities in connection with Agency's sale of Product other than as
set forth in such Company standard warranty. Agency shall indemnify and hold Company
harmless with respect to any Agency representation beyond those in such Company
warranty. COMPANY MAKES NO WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR
PURPOSE.
VII. Responsibility of Agency
|
(A) |
Achieve a market share, satisfactory
to Company, for Products in the area served by Agency. |
|
(B) |
Aggressively promote the sale of
Products and the web site http://www.outbackguidance.com, through, but not limited
to, advertising, open houses, farm shows, field demonstrations and other applicable
gatherings using Company's advertising and sales promotion material as provided
by Company. |
|
(C) |
Must have, at minimum, Internet Access
and a recently published browser available at all times to staff. |
|
(D) |
Establish a VISA or MasterCard account
with sufficient credit limit to cover all conceivable purchases from Company. |
|
(E) |
Provide Company with a
'direct wire' account for depositing Commissions on a monthly basis.
|
|
(F) |
Provide sufficient trained Customer
Service staff in accordance with the size of Territory. |
|
(G) |
Establish "Level 1" Customer
Service capability through training provided by Company. Deliver "Level 1"
Customer Service to all customers within Territory. |
|
(H) |
Be capable of installing field software
updates for customers. |
|
(I) |
Must have transportation means available
for sales, demonstration or service calls. |
|
(J) |
Provide all required and necessary
information for all transactions entered on behalf of customers including Customer
Registration information. |
|
(K) |
Demonstration Products that are purchased
by Agency must be registered to retail customer when sold.
|
|
(L) |
Perform an online, monthly review
of a 12-month moving forecast of all Products using all market information available. |
|
(M) |
Cooperate with Company's Annual Performance
Review, and any other programs or matters pertaining to administration of this contract. |
VIII. Commissions
Company will pay Agency commissions based on sales to customers with zip codes within
Territory regardless of who submitted the order. Please refer to the OGC Handbook
for the current commission schedule.
Commissions are calculated after
the end of each calendar month and the funds forwarded within 15 days.
Agency will share commissions if
Territory is shared with another Agency. Agency will only receive partial commission
credit if an outside Agency submits an order for a customer within Territory.
IX. Term
The term of this Agreement shall be for a period of 1 year, commencing on the effective
date hereof. This agreement is not automatically renewed, however, Agency is given
first option to renew. To exercise this option, Agency must fully re-register prior
to the anniversary date. This agreement automatically terminates August 31st
of each year.
X. Termination
Unless otherwise provided by applicable state law, either party may terminate this
Agreement without cause and for any reason, upon not less than 30 days notice given
to the other party, providing that nothing contained herein shall prevent Company
from immediately terminating this Agreement in event of bankruptcy or insolvency
of Agency.
XI. Trademarks & Trade Names
Agency is hereby licensed to use Company's name and trademarks in the normal course
of representing Company's Products and performing related services under this Agreement.
Agency agrees not to use Company's name as part of Agency's name or in any manner
which would misrepresent the relationship between Agency and Company. Agency may
represent itself as an authorized "Outback® Guidance Center", and,
with prior approval of Company, may use Company's name and product related trademarks
on signs or other advertising or promotional material. Agency's license to use Company's
name and trademarks is limited and Agency shall abide by restrictions and limitations
imposed by company from time to time. Upon termination of this Agreement, Agency
shall immediately cease representing itself as an Agency of Company and shall cease
use of all Company names and trademarks and any signs or other material, of whatever
nature, identifying Agency as a representative of Company shall be removed or obliterated.
XII. General
|
(A) |
Agency is not an agent of Company
nor is Agency authorized to incur any obligations or make any representations on
behalf of Company. |
|
(B) |
This Agreement is binding on the
parties, their heirs, executors, administrators, successors and assigns. |
|
(C) |
Agency may not assign this agreement
or any provisions thereof to another Agency or party without the written approval
of Company. |
|
(D) |
If any provision of this Agreement
shall be held unenforceable, then the remainder of this Agreement shall not be affected
thereby. |
|
(E) |
No waiver by Company of any default
under this Agreement by Agency shall be deemed a waiver of any prior or subsequent
default by Agency hereunder. |
|
(F) |
All understandings and agreements
between the parties are contained in this Agreement which supersedes and terminates
all other agreements between the parties. The rights of either party pertaining
to Products sold by Company to Agency under previous arrangements will be governed
by this Agreement, provided, however, that nothing contained in this Agreement will,
in any way alter or change the rights and obligations of the parties pursuant to
any security agreements or other agreements presently in existence. |
|
(G) |
Company reserves the right to modify
and/or update this Agreement consistent with the modification and/or updating of
all agreements Company has with other similar Agencies, and replace or substitute
such modified or updated agreement for this Agreement and such replacement or substitution
shall not constitute termination of this Agreement. Failure of Agency to execute
such replacement or substitution agreement within 30 days of it being offered shall
constitute automatic termination of this Agreement by Agency. |
|
(H) |
Agency agrees that application of
any provision of this Agreement or related documents, or any other change implemented
by Company, if equally applied to all other similar Company agencies, shall not
constitute a change in the competitive circumstances of Agency. |
|
(I) |
This agreement will be governed by
the laws of the State of Kansas. |
Hemisphere GPS, Inc