SALES REPRESENTATION AGREEMENT
EXHIBIT 10.33
PRINCIPAL or COMPANY:
RG Medical Diagnostics
00000 Xxxxxx Xxxxxx
Xxxxxxxxxx, Xxxxxxxx 00000
And
REPRESENTATIVE:
Dimension Distributing, Inc. (DDI)
00 Xxxxxxxx Xxxx
Xxxxxxx, Xxxxx 00000
Hereby agree as follows:
1. APPOINTMENT Principal appoints Representative as its exclusive sales
representative for the Assigned Territory described in Exhibit A. This is
for the purpose of soliciting orders for those products and services listed
in Exhibit B (The Products). Representative accepts this appointment and
agrees to promote the sales of the Product to the potential customers in
the Assigned Sales Territory.
2. ORDERS AND COLLECTIONS Orders for the Products solicited by
Representative shall be forwarded to Principal by the purchasing entity.
All invoices in connection with orders received from Representative within
the assigned territory shall be rendered by Principal, direct to the
customer, unless otherwise agreed in writing. Responsibility for
collections and bad debts rest with Principal only if terms and conditions
for purchase conform to those prescribed by the Principal. The
Representative shall assist in collections, if possible, when requested by
the Principal.
3. COMMISSIONS Principal shall pay a 15 percent commission on the first
$2,500.00 of total accumulated sales per calendar quarter, and 20 percent
on total accumulated sales exceeding $2,500.00 per calendar quarter. Sales
are calculated at net invoice price for all orders received or delivered
from the Assigned Sales Territory, exclusive of sales taxes, insurance,
discounts, adjustments, or freight charges. Commissions shall be paid
on-or-about the 15th of the month following the month in which payment of
said invoice is received by the Principal. A monthly commission report will
indicate the calculation method, outstanding commissions earned through the
previous month, commission adjustments, and commissions paid for the
previous month by invoice.
4. SALES POLICY All prices and terms of sale are established by Principal,
who has the right to revise them after 30 days notice to both the customer
and the Representative.
5. RELATIONSHIP OF PRINCIPAL AND REPRESENTATIVE
(a) Representative shall not, without Principal's prior written approval,
alter, enlarge, or limit orders, make representations or guarantees
concerning Principal's products or accept the return of, or make any
allowance for such products without prior written approval.
(b) Representative shall furnish to Principal's Credit Department any
information which it may have relative to the credit standing of any
of its customers.
(c) Representative shall abide by Principal's policies and communicate
same to Representative's customers.
(d) Principal shall furnish Representative current samples, catalogues,
literature, and any other material necessary for the proper promotion
and sale of its Products to the Assigned Sales Territory. Any
literature which is not used or samples or other equipment belonging
to Principal shall be returned to the Principal at its request, and in
any event upon termination of this Agreement.
(e) The Representative may quote on or attempt to sell the Products
outside the Assigned Sales Territory only with Principal's prior
written consent. Principal's consent shall be effective only on a
case-by-case basis, and shall not be interpreted as extending the
Representative's Assigned Sales Territory unless Exhibit A is amended.
(f) Principal agrees to furnish the Representative with information
concerning the availability of new products which may be marketable in
to the Assigned Sales Territory of the Representative.
(g) Representative, and associate representatives, agrees to provide
Principal with sales/customer related information on a routine basis
in a manner agreed upon between the parties.
(h) Nothing in this agreement shall be construed to constitute the
Representative as the partner or employee of the Principal nor shall
either party have any authority to bind the other to contracts or
agreements other than established in the execution of this agreement.
(i) The Principal and the Representative will indemnify and hold harmless
from and against any and all claims, actions or losses which either
party may suffer as a result of the culpable or negligent conduct of
the other during the performance of any duties under this agreement.
(j) The Company agrees not to hire, attempt to hire, or contact directly
or indirectly for the personal services of DDI's agents, either
individually or as an employee and any other entity, at any time
during this agreement or for a period of one year following
termination of this agreement without prior written approval of DDI.
6. PERFORMANCE Representative and associate representatives, will supply sales
projection information to the Principal within approximately sixty (60)
days from execution of this agreement. The projection will be mutually
agreeable to both the Representative and the Principal and serve as the
basis for establishing subsequent sales performance quotas in six months
(approximately 8 months from the agreements execution) and may be adjusted
as mutually agreed upon by the parties. Sales objects will be established
for each individual sales representative (associate) within the
Representative company. Thereafter, the quota will be reassessed annually
and may be adjusted as mutually agreed. If an individual sales
representative fails to achieve established minimum performance objectives,
that individual sales representative's territory may be reassigned to
another Representative company at the discretion of the Principal.
7. TERM
(a) The initial term of this Agreement shall be for a period of three (3)
years: thereafter, this Agreement shall automatically renew every
three (3) unless terminated by either party upon thirty (30) days
notice. Either party may cancel this agreement upon a sixty (60) day
written notice.
(b) Upon termination of this agreement, the Representative shall be
entitled to earned commissions prior to the date of termination.
(c) If the purchase order is a blanket order, then Representative shall be
paid commission on all units shipped against the purchase order by the
Principal for the period ending three (3) months from the date of the
notice of termination.
(d) If the purchase order is for a stated quantity, then Representative
shall be paid a commission on all units shipped or shipped within
three (3) months from the date of the notice of termination, whichever
shall be the lesser amount.
8. TERMINATION FOR CAUSE
This Agreement shall provide termination for cause. Cause to terminate
shall be deemed to include, but not be limited to, the following:
A. Commencement of any voluntary or involuntary bankruptcy or
reorganization proceedings,
B. Any willful or repeated failure to achieve or maintain effective
production or sales quotas,
C. Conduct adversely affecting the reputation for honest or fair
dealing, including conviction of its officers, directors,
managers or agents of a felony or any indictment for crimes
involving moral turpitude.
9. ENTIRE AGREEMENT This Agreement contains the parties' entire understanding
and may not be modified except in written form signged by both. This
Agreement may be transferable or assignable by the Representative with the
written consent of the Principal.
10. LITIGATION
(a) Any disputes between the parties regarding any provision in this
Agreement (except for the provisions allowing an aggrieved party
equitable relief, disputes over which shall be resolved at the option
of the aggrieved party through court litigation and not arbitration)
shall be resolved by binding arbitration before the American
Arbitration Association in Southfield, Michigan according to its rules
of arbitration. Judgment upon the award of the arbitration may be
entered by any court of competent jurisdiction.
(b) This Agreement shall be subject to and governed by the laws of the
State of Michigan, and all questions concerning its validity and
administration shall be determined under such laws. The parties agree
that all actions arising directly or indirectly out of this Agreement
(except those subject to arbitration) shall be litigated only in the
United States District Court for the Eastern District of Michigan,
Southern Division, or the Oakland County, Michigan Circuit Court, and
the parties hereby irrevocably consent to the personal jurisdiction
and venue of those courts over the parties to this Agreement.
11. NOTICES. All notices between the parties shall be in writing and sent by
certified mail to the addresses above.
12. FURTHER PROVISIONS Any further provisions to which the parties may have
agreed are listed in Exhibit C (N/A at this time).
PRINCIPAL:
BY: /s/ Illegible
TITLE: President
DATE: 2/3/03
REPRESENTATIVE:
BY: /s/ Xxx Xxxx
TITLE: President
DATE: 2/10/03
EXHIBIT A: ASSIGNED TERRITORY
1. Maine
2. New Hampshire
3. Vermont
4. Massachusetts
5. Connecticut
6. Rhode Island
7. Xxx Xxxx (Xxxxxxxxx, Xxxxx Xxxxxxx, Xxxxxxx)
EXHIBIT B: PRODUCT(S)
1. DataTherm(TM) Temperature Monitor
