EXHIBIT 10.3
WHITCO REPRESENTATIVE AGREEMENT
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This Representative Agreement ("Agreement") is made and entered between
Whitco Company, LLP, a Texas limited liability partnership with its principle
offices at 0000 Xxxx Xxxxx Xxxx #000, Xxxx Xxxxx, Xxxxx 00000 ("Whitco"), and
the following representative ("Representative"):
Lighting Rep
1234 Street
Anywhere, USA
Representative #9999
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This Agreement shall be effective as of Month, Day, Year.
Appointment:
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As of the effective date referred to above, Whitco authorizes and appoints the
Representative as a sales representative for Whitco to solicit orders for
Whitco's products on the terms and conditions set forth in the following
paragraphs.
Territory:
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The geographic territory covered by this agreement with the Representative shall
include the areas described below and illustrated on the map attached hereto as
Exhibit "A" ("Territory"):
Subject Geography:
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Those counties as follows: List all counties
Markets and Function:
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The representative is appointed and authorized to solicit orders for Whitco
products within the Territory in the Commercial & Industrial (C&I) market
segments on the terms set out herein. The Representative shall be responsible
for the development of these market segments, and sales of all C & I products
offered by Whitco in the Territory. Sales creation will include, but not be
limited to, product promotion to architects, engineers, developers,
distributors, and contractors alike that may be interested in buying and/or
specifying Whitco products.
Duties:
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The Representative shall at all times conduct its business in accordance with
all applicable laws and regulations, in a manner consistent with good business
practice and in accordance with Whitco's policies, procedures, and standard
terms and conditions. See Whitco's "Standard Terms and Conditions" which are
attached hereto as Exhibit "B".
All quotations made by the Representative shall be based on Whitco's current
printed price schedules and/or supplements with respect to standard products,
and Whitco's price quotation with respect to nonstandard products. All prices,
whether pursuant to the current printed price schedule or Whitco quotations, are
LESS COMMISSION. It is the sole responsibility of the Representative to adjust
the Whitco price to include its commission amount prior to issuing quotations to
prospective customers.
WHITCO REPRESENTATIVE AGREEMENT
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Commissions:
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A commission check will be issued to the Representative on approximately the
15th business day after customer's payment has been received and good funds
confirmed. A commission will be paid on each transaction in an amount equal to
the excess of the amount received from the customer, over the Whitco price
(pursuant to price schedule or Whitco quote as the case may be). To reiterate;
except as describe in the following paragraph, Whitco does not employ any
commission split policies for any of its products or market segments serviced by
the Representative within the Territory assigned. The amount received by Whitco,
which is in excess of the scheduled, or factory quoted price is the
Representative's commission amount.
On those orders specified in one territory, received from another, and/or
shipped to another, the total sales volume and sales credit may be divided
between the representatives in the respective territories, depending on the
degree of participation in the transaction by the destination and/or specifying
representatives. In such cases of joint participation by representatives,
commissions will generally be split on the following percentages (of total
commission payment).
Representative in Specifying Territory 60%
Representative in Selling Territory 20%
Representative in Shipping Territory 20%
It is the responsibility of the Representative when participating in the
specification development process for a project, to accurately advise Whitco in
writing of the specifications and the Representative's involvement, for proper
registration and acknowledgement by Whitco.
Any variation in the stated percentages and/or registration shall be in the sole
discretion of Whitco. The Representative shall make available to Whitco all
pertinent information and facilitate discussions with parties that may assist in
resolving disputes. Whitco's decision as to commission sharing shall be final
and binding on all parties.
Terms of Sale:
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The Representative shall solicit all orders subject to Whitco's standard terms
and conditions, and prices based on the then current price list or Whitco quote,
as the case may be. All orders shall be promptly submitted to Whitco for
Whitco's final acceptance. Whitco reserves the right to reject any order. The
Representative has no authority to solicit orders in any manner except as
described herein.
The Representative is responsible for obtaining any credit information that is
requested by Whitco to determine the acceptance of a customer order. Further,
the Representative shall provide reasonable assistance in the collection of
delinquent or unpaid invoices.
Additional Lines:
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As of the effective date of this agreement, the Representative has no directly
competitive product lines, except as have been mutually agreed upon. Those
competitive lines that have been acknowledged as previously existing and
mutually agreed to are as follows:
Mutually Agreed Competitive Lines:
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List other lines here
During the term of this Agreement, the Representative will not add any other
directly competitive product lines without the prior written consent of Whitco,
which may be withheld for any reason. Failure to comply with this paragraph
shall be cause for immediate termination of this Agreement at the sole
discretion of Whitco.
WHITCO REPRESENTATIVE AGREEMENT
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As of the date of this Agreement, Whitco has no other competing sales
representative located in the Territory, except as have been mutually agreed
upon. Those sales representatives that have been acknowledged as previously
existing and mutually agreed upon are as follows:
Mutually Agreed Competitive Sales Representatives:
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List other reps here
During the term of this Agreement Whitco will not add any other directly
competitive Sales Representative in the Territory without the prior written
consent of the Representative. Whitco reserves the right to sell directly to
OEMs and National Accounts that may exist within the Territory with no
commission due to the Representative for those sales. Failure to comply with the
above shall be cause for immediate termination of this Agreement at the sole
discretion of the Representative.
Term and Termination:
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This Agreement shall continue until terminated in writing. Either party may
terminate this agreement upon 30 days prior written notice to the other party.
Violation of any part of this Agreement will constitute grounds for immediate
termination without the usual 30-day notice.
If either party terminates this agreement, any commissions rightfully due to
Representative shall be paid on orders released for shipment at the date of
termination and shipped within 90 days. Additional conditions may apply if
agreed to in writing by both parties.
Miscellaneous Terms:
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This Agreement is personal to Representative and may not be assigned or
transferred by Representative without the prior written approval of Whitco,
which may be withheld for any reason.
This Agreement shall inure to the benefit of and be binding upon the heirs,
personal representatives, successors, and, subject to the limitation set forth
above, assigns of the parties hereto.
It is specifically acknowledged that the relationship between Whitco and
Representative is that of independent contractors. Representative is not, by
reason of this Agreement, an agent of Whitco for any purpose and has no
authority, either expressed or implied, to bind Whitco to any obligation or
undertaking. No part of Representative's expense in the conduct of its business
will be borne by Whitco.
This Agreement and all other disputes or issues arising from or relating in any
way to this Agreement, shall be governed by the internal laws of the state of
Texas, irrespective of the choice of law rules of any jurisdiction.
Any controversy or claim arising out of or relating to this Agreement, or the
breach thereof, shall be settled by arbitration administered by the American
Arbitration Association under its Commercial Arbitration Rules, and judgment on
the award rendered by the arbitrator(s) may be entered in any court having
jurisdiction thereof.
The Parties have executed the foregoing Agreement on the dates set forth
opposite their respective signature lines to be effective as set forth above.
REPRESENTATIVE WHITCO
Rep Company Name Whitco Company, LLP
By By
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Title Title
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Date Date
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