Turbado | Sales Rep Agreement

 

Sales Rep Agreement

 

This Agreement (“Agreement”) is made and is effective on DATE by and between Turbado.pl Sp. Z o.o. (“Rep”) and Turbado EU LLC (“Company”).

 

In consideration of the mutual promises contained herein, the parties agree as follows:

 

1. Definitions.

 

As used herein, the following terms shall have the meanings set forth below:

 

A.    “Products” shall mean the following of Company’s products to be sold by Rep:

Turbado Solutions as offered at local http://www.turbado.xx.

 

B.    “Territory” shall mean the following described geographic area and/or specific accounts:

Local country

 

C.    “Client” shall mean the following a final beneficiary of Turbado Solutions.

 

1. Appointment.

 

Company hereby appoints Rep and its managers, employees, subcontractors and any third party used by the Rep as its sales rep for the Products in the Territory, and Rep hereby accepts such appointment.  Rep’s sole authority shall be to solicit orders for the Products in the Territory in accordance with the terms of this Agreement.  Rep shall not have the authority to make any commitments whatsoever on behalf of Company, and be fully responsible for keeping his or her customers duly informed of this limit on Rep’s authority to make agreements on behalf of the Company with the customer. Rep shall not be a contracting party in any agreement between the Company and client.

 

1. General Duties.

 

Rep shall use its best efforts to promote the Products and maximize the sale of the Products in the Territory.  Rep shall also provide reasonable assistance to Company in promotional activities in the Territory such as trade shows, product presentations, sales calls and other activities of Company with respect to the Products.  Rep shall also provide reasonable “after sale” support to Product purchasers and generally perform such sales related activities as are reasonable to promote the Products and the goodwill of Company in the Territory, in the line of business Company is in.  Rep shall report weekly to Company concerning sales of the Products and competitive promotional ad pricing activities.  Rep will devote adequate time and effort to perform its obligations.  Rep shall neither advertise the Products outside the Territory nor solicit sales from purchasers located outside the Territory without the prior written consent of the Company.

 

1. Reserved Rights.

 

Rep’s task is to solicit orders from all potential end users in the Territory.

 

1. Conflict of Interest.

 

Rep warrants to Company that it does not currently represent or promote any lines or products that compete with the Products.  During the term of this Agreement, Rep shall not represent, promote or otherwise try to sell within the Territory any lines or products that, in Company’s judgment, compete with the Products covered by this Agreement.  Rep shall provide Company with a list of the companies and products that it currently represents and shall notify Company in writing of any new companies and products at such time as its promotion of those new companies and products commence. Current Company product list will be attached as an appendix to this agreement. Company will inform Rep about changes in the product list of all provided products in advance, at least 2 months.

 

1. Independent Contractor.

 

Rep is an independent contractor, and nothing contained in this Agreement shall be construed to (i) give either party the power to direct and control the day-to-day activities of the other, (ii) constitute the parties as partners, joint venturers, co-owners or otherwise, or (iii) allow Rep to create or assume any obligation on behalf of Company for any purpose whatsoever.

 

7. Indemnification by Rep.

 

Rep shall indemnify and hold Company free and harmless from any and all claims, damages or lawsuits (including reasonable attorneys’ fees) arising out of negligence or malfeasant acts of Rep, its employees or its agents being of the result of Rep’s fault.

 

8. Indemnification by Company.

 

Company shall indemnify and hold Rep free and harmless from any and all claims, damages or lawsuits (including reasonable attorneys’ fees) arising out of defects in the Products caused by Company, failure of Company to provide any products to a customer that has properly ordered through Rep, insufficient product service/warranty, time of delivery, website design and properties, mistakes in product description, improper data protection and other actions connected to the subject of the agreement and not being a Rep’s responsibility.

 

1. Commission.

 

Sole Compensation.  Rep’s sole compensation under the terms of this Agreement shall

be a commission computed as follows: 1€ for each collected order by Rep, plus 110% coverage of Rep’s costs of activities taken to fulfill the agreement based on a monthly report provided by Rep at the beginning of the following month and approved by the Company.

 

Basis of Commission.  The Commission shall apply to all orders solicited by Rep from the Territory that have been accepted by Company and for which shipment has occurred.  No commissions shall be paid on (i) orders from outside the Territory (even if Rep receives the initial inquiry from outside the Territory) unless otherwise agreed in writing by Company.

 

Time of Payment.  The commission on a given order shall be due and payable within 5 days after receiving Invoice from Rep. Both Sides agree that the invoice for the fees on collected orders by Rep will be paid once per month and all invoices for expenses and costs at least once a month. Rep will issue invoices for costs as often as needed.

 

Commission Charge-Back.  Company shall have the absolute right to set forth cash discounts, to make such allowances and adjustments to accept such returns from its customers, and to write off as bad debts such overdue customer accounts as it deems advisable.  In each such case Company shall charge back to Rep’s account any amounts previously paid or credited to it with respect to such cash discounts, allowances, adjustments, return or bad debts.  However, Company agrees that the amount of any cash discount provided to a customer and charged back to Rep shall not exceed of the sales price.  Payment to Rep upon receipt of customer payments and for the percentage agreed upon eliminates most of these areas for dispute, which the parties acknowledge herein. Money back from Company to Rep will be based on Rep’s daily report of money back included client name and surname, client order No., amount and currency exchange costs and other costs applied.

 

Annual Inspection of Records.  Rep shall have the right, at its own expense and not more than once per year, to inspect at reasonable times Company’s relevant accounting records to verify the accuracy of commissions paid by Company under the terms of this Agreement.  If the audit correctly reveals that Company has underpaid Rep by ten percent (10%) or more, then Company shall reimburse Rep for the cost of the audit, in addition to the amount of underpayment.  Unless otherwise stipulated, this date shall be January 31 of each year.  In no event shall an audit be permitted for more than the past 12 months.  Therefore, any amounts possibly due prior to this year and one day, are not subject to review for any reason including fraudulent misrepresentation or any other such claim Rep might make.

Company shall have the right, at its own expense and not more than once per month, to inspect at reasonable times Rep’s relevant accounting records to verify the accuracy of orders and expenses paid by Company under the terms of this Agreement.  If the audit correctly reveals that Company has overpaid Rep by ten percent (10%) or more, then Rep shall reimburse the Company for the cost of the audit, in addition to the amount of overpayment.  Unless otherwise stipulated, this date shall be 15 of each month.  In no event shall an audit be permitted for more than the past 24 months. Therefore, any amounts possibly due prior to this 2 years and one day, are not subject to review for any reason including fraudulent misrepresentation or any other such claim any party might make.

 

Company will do everything to allow the Rep to fulfill the agreement. In a case when Rep could not solicit order due to Company’s fault, Company will cover Rep’s monthly expenses and costs.

 

Collection of consumer’s payments. Rep will assist in collecting payments from clients and send them to Company bank account: in full within 1 working day from receiving the transfer. Rep is not responsible for exchange rate differences.

 

Product delivery. Rep will assist in product delivery by providing the orders information to the Company or to the logistics company indicated by the Company. Rep will assist in product delivery from Company or the logistics company indicated by the Company to the end user by using Rep’s delivery company. Company will cover the costs of delivery to the end user provided by Rep.

 

1. Sale ofthe Products.

 

Prices and Terms of Sale.  Company shall provide Rep with copies of its current price lists, delivery schedules, and standard terms and conditions of sale, as established from time to time.  Rep shall quote to customers only those authorized prices, delivery schedules, and terms and conditions, and modify, add to or discontinue Products following written notice to Rep. Each order shall be controlled by the prices, delivery schedules, and terms and conditions in effect at the time the order is accepted, and all quotations by Reps shall contain a statement to that effect. Rep doesn’t take responsibility for mistakes in pricelists provided by Company.

Conditions of product. The Company shall offer, sell and deliver only products that comply in full with the European and national laws. Meaning mainly, but not limited to, certificate of conformity, user manual in the country’s official languages, European standards as electricity, plugs, transmission.

 

Quotations.  Reps shall promptly furnish to the Company copies of all quotations submitted to customers.  Each quotation shall accurately reflect the terms of this Agreement.

 

Orders.  All orders for the Products shall be made into the Company’s ordering system available on the Company’s website dedicated to the Territory of Rep. All orders shall be sent directly from the customer to the Company with Rep’s coordination and assistance. All orders, once confirmed, establish a direct contract between the Company and the Client.

 

Acceptance.  All orders obtained by Rep shall be subject to final acceptance by Company at its principal office and all quotations by Reps shall contain a statement to that effect.  Rep shall have no authority to make any acceptance or delivery commitments to customers.  Company specifically reserves the right to reject any order or any part thereof for any reason. All customer’s data, communication and orders shall be verified for accuracy and validated against reality by the Rep to his best efforts and knowledge.

 

Credit Approval.  Company shall have the sole right of credit approval or credit refusal for customers in all cases, with or without cause.

 

Collection.  Full responsibility for collection from customers rests with Company, provided that Rep shall at Company’s request assist in such collection efforts.

 

Bank accounts. The Rep shall establish at least three (3) separate bank accounts under its legal name. The first account shall be used to receive all payments from the Customer and forwarded in full to the Company. The second account shall be used solely for Rep’s expenses and costs, to which the Company will make payments for invoices made by the Rep to the Company. The third bank account shall be used solely for resolving customer’s complaint, partial refunds, refund in full, and any payments towards the customer. Each bank account has a special purpose and shall be used in respect to its purpose and for no other.

 

Inquiries from Outside the Territory.  Rep shall promptly submit to Company, for Company’s attention and handling, the originals of all inquiries received by Rep from customers outside the Territory. Rep shall also promptly submit a copy of such inquiries to the Rep in the corresponding Territory.

 

After sales service. Rep will assist the Company to provide after sales services and warranty claims made by the Clients by collecting and validating requests, collecting and verifying Products, and assist in product delivery to the Company or to a third party specified by the Company.

 

1. Term and Termination.

 

A. Term.  This Agreement shall commence on the date of signing by both parties and continue for one year thereafter, unless terminated earlier as provided herein. This Agreement shall be terminated by either party in written notice at least 30 Days before termination. If not terminated during the first year, this Agreement shall continue until one party or the other terminates the Agreement with 30 Days written notice.

 

B. Return of Materials.  All of Company’s trademarks, trade names, patents, copyrights, designs, business models, business methods, ways of doing business, drawings, formulas or other data, photographs, demonstrators, literature, and sales aids of every kind shall remain the sole property of Company, including any improvement, amelioration, enhancement, betterment, innovation or transformation presented, thought of or used by the Rep, Client, Company or any other party. Within 10 days after the termination of this Agreement, Rep shall return all such items to company at Rep’s expense. Rep shall not make or retain any copies of any confidential items or information that may have been entrusted to it. Effective upon the termination of this Agreement, Rep shall cease to use all trademarks, marks, trade name, patents, copyrights, designs, business models, business methods, ways of doing business, drawings, formulas or other data, photographs, demonstrators, literature, and sales aids of every kind of Company.

 

1. Limitation of Liability.

 

Upon termination by either party, in accordance with any of the provisions of this Agreement, neither party shall be liable to the other, because of the termination for compensation, reimbursement or damages on account of the loss of prospective profits or anticipated sales or on account of expenditures, investments, leases or commitments in connection with the business or goodwill of Company or Rep. Company’s sole liability under the terms of this Agreement shall be for any unpaid commissions.

 

1. Confidentiality.

 

Rep acknowledges that by reason of its relationship to Company hereunder it will have access to certain information and materials concerning Company’s business plans, customers, technology, and products that is confidential and of substantial value to Company, which value would be impaired if such information were disclosed to third parties.  Rep agrees that it shall not use in any way for its own account or the account of any third party, nor disclose to any third party, any such confidential information revealed to it by Company.  Rep shall not publish any technical description of the Products beyond the description published by Company.  In the event of termination of this Agreement, there shall be no use or disclosure by Rep of any confidential information of Company, and Rep shall not use any such information further. Rep shall not manufacture or have manufactured any devices, components or assemblies utilizing Company’s patents, inventions, copyrights, know-how or trade secrets.

 

1. Notices.

 

Any notices required or permitted by this Agreement shall be deemed given if sent by certified mail, postage prepaid, return receipt requested or by recognized international delivery service such as FedEx, UPS and DHL:

 

If to Company: _________________________________________________________.

(Name & Address)

 

If to Rep: ___________________________________________________________.

(Name & Address)

 

15.  No Waiver.

 

The waiver or failure of either party to exercise in any respect any right provided in this agreement shall not be deemed a waiver of any other right or remedy to which the party may be entitled.

 

16.  Entirety of Agreement.

 

The terms and conditions set forth herein constitute the entire agreement between the parties and supersede any communications or previous agreements with respect to the subject matter of this Agreement.  There are no written or oral understandings directly or indirectly related to this Agreement that are not set forth herein.  No change can be made to this Agreement other than in writing and signed by both parties.

 

17.  Governing Law.

 

This Agreement shall be construed and enforced according to the laws of the State of Delaware, of the United States of America and any dispute under this Agreement must be brought in this venue and no other.

 

18.  Headings in this Agreement

 

The headings in this Agreement are for convenience only, confirm no rights or obligations in either party, and do not alter any terms of this Agreement.

 

19.  Severability.

 

If any term of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then this Agreement, including all of the remaining terms, will remain in full force and effect as if such invalid or unenforceable term had never been included.

 

In Witness whereof, the parties have executed this Agreement as of the date first written above.

 

 

 

_________________________                                            _______________________

Company                                                                               Rep