CAMCORP Inc



CAMCORP Inc.

Manufacturer’s Prime Representative Agreement

This non-restrictive, prime representative Agreement (This “Agreement”), is made and entered into as of this _____ day of ______________ , 20_____, by and between CAMCORP, Inc., 9732 Pflumm Road, Lenexa, KS 66215 (the “Company”), and ________________________________ (“Representative”).

1. The Company hereby appoints Representative to be a non-restricted sales agent for the products (“Company Products”) described in Exhibit “A”. The Company reserves the right at any time upon thirty (30) days written notice to Representative to modify the Company Products.

2. Representative Shall:

(a) Use its best efforts to solicit orders for the Company’s Products. The Company shall have the right to refuse to accept any order submitted by or through Representative for any reason or no reason and the Company shall not be liable for non-delivery of any order for any cause.

(b) Take all orders at the prices set by the Company and on the Company’s Terms and Conditions of Sale, including warranty terms, stated from time to time in the latest Company polices and procedures covering Company Products. The Company reserves the right to change its prices, discounts, and Terms and Conditions of Sale at any time.

(c) Pay all monies owed the Company according to the Terms and Conditions of Sales of the Company. The Company reserves the right to offset any monies owed by Representative to the Company against any monies owed by the Company to the Representative. At no time shall Representative offset monies owed the Company against commissions unless such is specifically authorized in writing by the Company.

(d) Not take any action on behalf of the Company other than solicit orders and render service as herein stated and not make any commitment for the Company.

(e) Keep confidential and use it best efforts to cause any employees to keep confidential all technical data, information and know-how related to the Company’s business furnished to Representative. Neither expiration nor termination of this Agreement for any reason shall release Representative from the obligations of this subparagraph.

(f) Receive, review and interpret customer drawings, project plans, specifications and requirements and represent and verify to the Company that orders taken and submitted to the Company conform to those specific customer drawings, project plans, specifications and requirements.

(g) Representative shall be entitled to participate in Company’s buy/resale program (which allows representatives to purchase products for resale under certain circumstances) on the terms of those programs in effect from time to time. Representative acknowledges that, unless otherwise agreed between Representative and Company, the price discount available to Representative under the buy/resale program will be equal to the commission Representative would otherwise receive under this Agreement. If Representative participates in the buy/resale program, it shall comply with the terms of that program, including payment of invoices within 30 days from shipment.

3. When Company products have been shipped and paid for, the Company shall pay to Representative a commission according to the Company’s discount and commission schedule in effect at time of sale. All commissions hereunder for any sales, except as otherwise herein contained, shall become due and payable by the Company to Representative on or about the 15th of the month following payment in full of the invoices covering the Company products sold. If the Company accepts the return of Company products for credit or refund after crediting Representative with commissions thereon, the amount of those commissions will be charged back to Representative’s account and Representative shall repay them to the Company. The Company has the right, in its sole and absolute discretion, to change the discount and commissions schedule at any time.

4. The Company will use its best efforts to determine the Representative whose activities with a prospective customer have led to and produced an interest, inquiry, and/or order for the Company’s products and will protect that representative’s interests in commissions ensuing as a result of those activities. Additionally, to ensure specific account protection, the Representative will provide complete customer information at the time of inquiry or request for proposal.

5. If one or more other Representative assist in making or servicing a sale of Company products, the commission accruing from such sale will be divided in accordance with the contribution to the sale based on the efforts of the respective sales agents at the sole discretion of the Company.

6. Unless otherwise specifically agreed to in writing by the Company, no commissions will accrue or be paid on 1) sales to original equipment manufacturers who incorporate Company products as components of manufactured articles, 2) sales to the special accounts listed in Exhibit B.

7. Either party hereto may terminate this Agreement with or without cause upon thirty (30) days written notice.

8. Upon termination of this Agreement, Representative shall have no further interest of any kind in orders or in prospective orders or unfinished sales except that for orders accepted by the Company prior to the termination of this Agreement, commissions will be paid when shipment is made and payment received by the Company.

9. Representative is an independent contractor. The relationship between the parties is not that of employer or employee, and Representative shall have no authority to makes presentations or warranties or to contract debts or other obligations in the name of or on behalf of the Company. Representative shall make no representation or warranty concerning Company products except to the extent authorized by the Company.

10. The Company shall not be liable for any personal injury or property damage caused by or resulting from any act of Representative, its employees or agents, and Representative shall indemnify, and hold the Company harmless from and against any liabilities, damages, costs and expenses, including attorney’s fees, incurred as a result of any claims arising from the acts or omissions of Representative, or its employees or agents.

11. The Representative shall not be liable for any personal injury or property damage caused by or resulting from any act of Company, its employees or agents, and Company shall indemnify, and hold the Representative harmless from and against any liabilities, damages, costs and expenses, including attorney’s fees, incurred as a result of any claims arising from the acts or omissions of Company, or its employees or agents.

12. This Agreement is personal to Representative and may not be transferred, in whole or in part, by assignment, sale, merger, consolidation, change in majority interest or the controlling interest of Representative’s business, change in ownership of Representative’s business, or by any other means, without the prior written consent of the Company.

13. Manufacturer grants the Representative the limited right to use in any advertising and promotional literature in connection with Representative’s solicitation of orders under this Agreement, Manufacturer’s trademarks and service marks for the products that may be in effect from time to time. Representative agrees to use such marks only pursuant to the policies of Manufacturer as such policies may exist from time to time. Representative hereby acknowledges that Manufacturer has the entire right and title in and to such marks and that, other than the limited uses permitted hereunder, Representative has no rights in or to such marks. Upon termination of this Agreement for any reason, Representative agrees not to use such marks, including any use in its trade name or any other business usage, such as telephone listings or business listings, and Representative agrees to assign to Manufacturer all trade names, telephone and business listings and any other listings or uses using or employing such marks.

14. The Agreement contains the entire and only agreement between the parties concerning Representative’s appointment to be a non-exclusive Representative for Company products, and terminated and supersedes, any pre-existing agreements or arrangements between the parties. This Agreement cannot be changed, modified or varied, except by a written instrument signed by both parties hereto.

15. The construction performance and completion of this Agreement shall be governed by the laws of the State of Kansas without giving effect to the conflicts of law principles thereof. Any judicial proceeding brought by or against any party of any dispute arising out of this Agreement or any matter relation hereto shall be brought in the federal or state courts located in Kansas, and each of the parties accept the exclusive jurisdiction and venue of the aforesaid courts.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.

CAMCORP, Inc.

__________________________________

By: Michael A. Abare

Title: National Sales Director

_________________________________

(Representative Company)

By: ______________________________

Title: _____________________________

EXHIBIT A – PRODUCTS

PRODUCTS:

Products covered by this agreement are the following:

1. Dust Collection Systems

2. Pneumatic Conveying Systems

3. Other Products and Accessories as defined from time to time

EXHIBIT B – SPECIAL ACCOUNTS

SPECIAL ACCOUNTS:

No commissions are due on these Special Accounts, but CAMCORP may award commissions, in its sole and absolute discretion, on a case by case basis.

EXHIBIT C – COMMISSIONS

The Company shall pay the Representative a standard commission based upon 10% for CAMCORP, Inc. manufactured items and 5% for all outsourced equipment. These commissions are subject to change based upon the competitiveness, size, complexity, circumstance, and/or other market influences.

Should commissions need to be modified, the Company will determine a fair and reasonable commission. The Company will provide in writing the commission amount upon submission of the proposal.

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