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Beach and Boat
Order Form
HATS
Caps:
all season Caps:
summer Cyli Hats
Sunhats
Rainhats
Urban hats
TOTES
Beach Totes
Canvas/Leather
Waterproof HipBox
Purse Hip Purse
...AND MORE...
SIZE
CHARTS
CONTACT US
WHOLESALE ORDERING
WHERE TO PURCHASE
RETAIL
ABOUT DCP DESIGNS
BEACH AND BOAT
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This Agreement dated for reference _________________, 200_.
AMONG:
DCP Designs, a company with
a business office at 140 Reid Road, Salt Spring Island, British Columbia
V8K 2J8
(the "Supplier")
AND:
____________________________________________________________
("the Distributor")
(hereinafter referred to as the
"Parties")
WHEREAS:
A. the Supplier grants the
Distributor an exclusive right to sell the products described in Schedule A
(the "Products").
IN CONSIDERATION OF THE MUTUAL PROMISES CONTAINED IN THIS
AGREEMENT, THE PARTIES AGREE AS FOLLOWS:
DISTRIBUTION RIGHTS
1.01 The Supplier grants the Distributor an exclusive
right to sell the Products within the territory described in Schedule B for
a period of _______________________
commencing________________________________(the "Distribution
Rights").
1.02 The Supplier agrees that during the term of this
Agreement, it shall provide to the Distributor, at the purchase prices as
set out in Schedule C such quantities of the Products as are agreed to by
the Distributor and the Supplier from time to time.
1.03 The Distributor shall not sell or attempt to sell the
Products outside of the territory described in Schedule B.
1.04 The Distributor shall use its best efforts to sell
the Products for the duration of the Distribution Rights. For sales other
than wholesale purchases, the Distributor shall keep accurate records of the
Products sold, and shall provide the Supplier with a copy of these records
on a monthly basis, or as the Parties may agree to from time to time.
1.05 The Distributor may describe itself as an authorized
distributor of the Products for the Duration of the Distribution Rights but
shall not characterize itself or enter into any transactions as an agent or
in the name of the Supplier.
PRODUCT PRICES
2.01 The Supplier shall supply the Distributor with
Products to the Supplier at
____________________________________________________________________________________________________________________________________
(address)
at the prices(s), set out in Schedule C. For greater
certainty, the prices(s) set out in Schedule C are quoted exclusive of any
taxes and duties payable in connection with the sale which, if payable by
the Supplier, may be added by the Supplier to the cost of the Products to
the Distributor.
2.02 To clarify 2.01, the Supplier and Distributor may
agree on a modification of the commission rate to account for shipping
costs.
2.03 The Distributor shall pay the Supplier for the
Products ordered from the Supplier under the conditions set out below (or in
Schedule D):
________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________
(terms of payment)
2.04 All expenses in connection with the
Distributor’s performance of this Agreement and its activities including
but not limited to travel, automobile, salaries, supplies, transportation,
meals, lodging, insurance, advertising and taxes shall be borne by the
Distributor and the Distributor shall be solely responsible for the payment
thereof.
2.05 The prices set out in Schedule C hereto, shall remain
in full force and effect from the date of execution of this Agreement unless
written notice is provided to the Distributor by the Supplier, setting out
an amended price list (the "Notice"). Any price increase provided
by the Supplier to the Distributor shall take effect ninety (90) days from
the date the Distributor is deemed to have received the Notice. Any
reduction in price shall be deemed to be effective immediately and the
Distributor shall have the benefit of the lower price.
DEFECTIVE PRODUCTS
3.01 The Supplier agrees that during the term of this
Agreement, the Supplier shall refund or credit to the account of the
Distributor the amounts paid or owing by the Distributor for any Products
which are defective or faulty so as to be unsaleable and which the
Distributor returns to the Supplier (or gives notice) within 5 days of
receiving the Product (the "Notification"), provided that the
fault or defect does not arise as result of the actions of the Distributor
or breach of the Distributor’s obligations under this Agreement. If the
Notification is not provided within 5 days, and the Distributor has
purchased the Product wholesale, then the Supplier may refuse to accept the
return of the defective Product.
3.02 All Products that are returned by the Distributor to
the Supplier shall be returned at the cost to the Distributor.
3.03 The Supplier agrees to indemnify the Distributor
against third-party liability incurred by selling defective Products but
only to the extent that the Distributor could not have avoided or minimized
the liability or damages by exercising reasonable care not to sell defective
Products.
DISPLAY FIXTURES (includes both hat racks and display
features, hereinafter referred to as "Fixture(s)")
Purchase
4.01 The Distributor may purchase a Fixture from the
Supplier for _______ CAD, if the Distributor has agreed to order a minimum
of _____ CAD of the Product.
4.02 If the Distributor is paying the Supplier on a
commission sales basis for the Product, then the Fixture may be paid for
incrementally with the monthly sales submissions over a period of
____months. The Parties shall agree upon the terms and conditions of the
payment of the Fixture.
Loan
4.03 The Distributor may acquire a hat rack on loan from
the Supplier under the following conditions:
(a) the hat rack shall only be used to display DCP
Designs Product with the DCP Designs banner.
(b) The Distributor is responsible for all shipping
costs related to the hat rack. (c) The Distributor is responsible for all
damage to the hat rack, excluding damage caused by shipping, reasonable
wear and tear, and damage caused as the Supplier.
USE OF INTELLECTUAL PROPERTY
5.01 With respect to the use of any of the trade-marks or
other intellectual property associated with the Products, now or at any time
associated with the name of the Supplier (the "Trade-marks"), the
Parties agree as follows:
(a) the Distributor shall not change or vary any of the
Trade-marks nor use any other Trade-marks which are similar to or
substantially similar to or so nearly resembling the Trade-marks so as to
be likely to cause deception or confusion to the public.
5.02 With respect to the use of the Trade-marks the
Distributor agrees as follows:
(a) the Distributor recognizes that the Supplier is the
owner of the Trade-marks and all the goodwill therein and agrees that the
same shall remain vested in the Supplier both during the term of this
Agreement and thereafter;
(b) the use of the Trade-marks by the Distributor shall
be used on behalf and for the benefit of the Supplier;(c) the Distributor
agrees not to challenge the validity or ownership of the Trade-marks
and/or the goodwill therein; and(d) any goodwill which the Distributor may
acquire from the use of the Trade-marks shall vest in and become the
absolute property of the Supplier and the Distributor undertakes and
agrees at the request and expense of the Supplier, whether before or after
the termination of this Agreement, to execute all such instruments and to
do all such acts as may be necessary to vest absolutely in the Supplier
the said goodwill.
CONFIDENTIAL INFORMATION
6.01 The Distributor agrees that all information,
knowledge and data of a confidential nature ("Confidential
Information") which it shall acquire or which may come to its knowledge
during the term of this Agreement shall at all times be held by the
Distributor in confidence and the Distributor agrees that it shall not
disclose, divulge, communicate orally, in writing or otherwise to any person
or persons any Confidential Information included in this information, but
not limited to, customer lists.
CONSEQUENCES OF BREACH
7.01 If the Distributor breaches any of the provisions
outlined in sections 5 and 6, the Supplier shall be entitled to:
(a) damages or indemnity from the Distributor for any
lost revenue, goodwill or assets caused by the breach;
(b) terminate the contract upon written notice to the
Distributor.
PRODUCT IMAGE
8.01 Other than in the matter of pricing, the Distributor
shall not do or permit anything to be done to prejudice the market image of
the Products or the Supplier.
SUMMARY TERMINATION OF DISTRIBUTION RIGHTS
9.01 If the Distributor breaks any term of this agreement,
the Supplier may summarily terminate the Distribution Rights on notice in
writing to the Distributor.
9.02 On termination of the Distribution Rights for any
reason, the Distributor shall immediately cease to describe itself as an
authorized distributor of the Supplier and, at the Supplier’s option, the
Supplier may buy back the Distributor’s unsold Products or any part of
them at the Distributor’s cost.
ASSIGNMENT
10.01 The Distributor shall not assign the benefit of this
agreement or subcontract its obligations without the consent in writing of
the Supplier, which consent may be withheld without good reason.
REPRESENTATIONS AND WARRANTIES
11.01 The Distributor acknowledges that the Supplier is
relying upon the representations and warranties set out in this Agreement
and in connection with its entering into this Agreement the Distributor
represents and warrants as follows:
(a) the Distributor is a valid business organization
pursuant to the laws of the province of British Columbia;
(b) the Distributor has all the requisite power and
authority to execute and deliver this Agreement and has all necessary
power and authority to perform the obligations of the Distributor as set
out herein;
11.02 The Supplier acknowledges that the Distributor is
relying upon the representations and warranties set out in this Agreement
and in connection with its entering into this Agreement the Supplier
represents and warrants as follows:
(c) the Supplier is a valid business organization
pursuant to the laws of the province of British Columbia;
(d) the Supplier has all the requisite power and
authority to execute and deliver this Agreement and has all necessary
power and authority to perform the obligations of the Supplier as set out
herein;
MISCELLANEOUS
12.01 In this agreement, the singular includes the plural
and the masculine includes the feminine and neuter and vise versa unless the
context otherwise requires.
12.02 The capitalized headings in this agreement are only
for convenience of reference and do not form part of or affect the
interpretation of this agreement.
12.03 If any provision or part of any provision in this
agreement is void for any reason, it shall be severed without affecting the
validity of the balance of the agreement.
12.04 Time is of the essence of this agreement.
12.05 There are no representations, warranties,
conditions, terms or collateral contracts affecting the transaction
contemplated in this agreement except as set out in the agreement.
12.06 Nothing in this agreement is intended to constitute
a partnership between any of the parties.
12.07 This agreement binds and benefits the parties and
their respective heirs, executors, administrators, personal representatives,
successors, and assigns.
12.08 This agreement is governed by the laws of the Province
of British Columbia. The parties have executed this Agreement in_______________,
_____________________, on _________________, 200_
Signed by ____________________
in the presence of: ____________________ ______________________ Signature of
Witness Authorized Signatory____________________ ______________________Name of
Witness Authorized Signatory ____________________Address of Witness
Signed by DCP
Designs in the presence of:______________________ Signature of Witness
_______________________________________ Dana Pennington Name of
Witness______________________ Address of Witness
SCHEDULE "A"
The Schedule will consist of the current Products being
manufactured by the Supplier for which the Distributor is being retained to
distribute.
SCHEDULE "B"
SCHEDULE "C"
SCHEDULE "D"
For Wholesale
The Supplier shall provide the Distributor with an invoice
(the "Invoice") for payment upon the delivery of the Products. The
Distributor shall pay the Invoice thirty (30) days from the date of the Invoice.
The Supplier shall not date any invoice earlier than the date of shipment.
Failure to pay the Invoice or make reasonable arrangements to
pay the Supplier may be considered a breach of this Agreement.
For Commission
Further to section 1.04 of this Agreement, the Supplier, upon
receiving an accurate record of the Products sold, shall provide the Distributor
with an invoice (the "Invoice") for payment. The Distributor shall pay
the Invoice thirty (30) days from the date of the Invoice.
Failure to pay the Invoice or make reasonable arrangements to
pay the Supplier may be considered a breach of this Agreement
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