You can not select more than 25 topics
Topics must start with a letter or number, can include dashes ('-') and can be up to 35 characters long.
935 lines
57 KiB
935 lines
57 KiB
<?xml version="1.0" encoding="UTF-8" ?>
|
|
<odoo>
|
|
<!--Franchise Dealership Report contract template-->
|
|
<template id="franchise_dealership_contract_template">
|
|
<t t-call="web.html_container">
|
|
<t t-call="web.external_layout">
|
|
<div class="page">
|
|
<div class="row mt64 mb32">
|
|
<div class="col-md-12">
|
|
<h2 class="text-center" style="font-size:35px">
|
|
<b>
|
|
<span>DEALERSHIP CONTRACT</span>
|
|
</b>
|
|
</h2>
|
|
<p>
|
|
<br/>
|
|
As a prospective account, you must provide
|
|
the following:
|
|
<br/>
|
|
1. Completed and signed dealer application.
|
|
<br/>
|
|
2. Copy of your Certificate of Liability
|
|
Insurance for your business.
|
|
<br/>
|
|
3. Copy of state sales tax certificate or
|
|
resale certificate.
|
|
<br/>
|
|
4. Copy of business license and/or
|
|
occupational license.
|
|
<br/>
|
|
5. A brief summary (1 paragraph) of your
|
|
company’s business products and strategy.
|
|
<br/>
|
|
6. Photos of your retail/commercial business
|
|
location: including storefront with
|
|
signage, merchandising, and the service
|
|
repair area if available.
|
|
<br/>
|
|
7. A current advertisement with your company
|
|
name.
|
|
<br/>
|
|
<br/>
|
|
|
|
Thank you for your interest in establishing
|
|
a dealer account with us.
|
|
Our friendly, knowledgeable customer support
|
|
team will guide you through the process.
|
|
Please complete the application and initial
|
|
each page; keep in mind that incomplete
|
|
paperwork can delay your application.
|
|
<br/>
|
|
We are dedicated to serving our dealers and
|
|
to ensure we protect them;
|
|
your business must operate as a
|
|
brick-and-mortar business.
|
|
Internet sales are only approved through the
|
|
dealers’ webpage and will not be
|
|
permitted to sell on eBay or any other
|
|
auction, or discount site.
|
|
To be considered a brick and mortar
|
|
business, your shop must be:
|
|
<br/>
|
|
1. Clearly identifiable as a retail shop
|
|
with dedication to the servicing your
|
|
customers.
|
|
<br/>
|
|
2. Committed to maintaining our standards.
|
|
<br/>
|
|
a) All dealer candidates must demonstrate
|
|
the ability to conduct themselves in an
|
|
ethical, professional and courteous manner
|
|
with our throughout the application
|
|
process and thereafter.
|
|
<br/>
|
|
b) Web, Mail Order, Mobile repair accounts
|
|
must have a physical retail location that
|
|
allows the business to serve its customers
|
|
during regular business hours.
|
|
<br/>
|
|
c) All our dealers are to service our
|
|
products and customers regardless of point
|
|
of purchase.
|
|
<br/>
|
|
d) Controllers, batteries, motors and
|
|
chargers will need to be sent back to us for
|
|
testing if replaced under warranty.
|
|
<br/>
|
|
e) We only pays for labor for the first 30
|
|
days at the listed rates in the dealer
|
|
agreement.
|
|
Any charges over the listed rates will need
|
|
to be authorized in advance by us. (Exhibit
|
|
C.)
|
|
<br/>
|
|
<br/>
|
|
|
|
Please submit your signed, completed
|
|
application and required additional
|
|
documents
|
|
to: sales@odoo.com or you may fax them to
|
|
954-974-6729.
|
|
<br/>
|
|
<br/>
|
|
We reserves the right to close an account if
|
|
the dealer fails to comply with any part
|
|
spelled out in this agreement, including
|
|
failure to provide true or complete
|
|
information on this application.
|
|
<br/>
|
|
Date offered via Fax or Email ___________,
|
|
20___
|
|
<br/>
|
|
<br/>
|
|
</p>
|
|
<br/>
|
|
<br/>
|
|
<h2 class="text-center" style="font-size:35px">
|
|
<b>
|
|
<span>Authorized Dealer Agreement</span>
|
|
</b>
|
|
</h2>
|
|
<p>
|
|
<br/>
|
|
This AGREEMENT, to become effective
|
|
______________, 20___ (hereafter called
|
|
"Agreement")
|
|
between us at 1201 NE 38th St suite B1 Ft.
|
|
Lauderdale, Fl 33334,
|
|
and _________________________________
|
|
(hereafter called “Dealer”) located at the
|
|
above
|
|
address for the retail sale and servicing of
|
|
our products covered by this “Agreement”.
|
|
<br/>
|
|
<b>I. Purpose of this “Agreement”</b>– To
|
|
establish “Dealer” as an authorized
|
|
reseller/service
|
|
center for us with the non-exclusive right
|
|
to sell and service a selection of our
|
|
products
|
|
(list of products authorized for resale is
|
|
attached as Exhibit A. Part 1. hereafter
|
|
called “Products”)
|
|
in the trade area served by “Dealer” and to
|
|
establish the responsibilities of the
|
|
parties.
|
|
The trade area will consist of the
|
|
authorized territory and sales channels set
|
|
forth.
|
|
<br/>
|
|
<br/>
|
|
<b>II. Terms of Sale</b>
|
|
<br/>
|
|
Product Cost – The price to “Dealer” for
|
|
“Products” shall follow our current standard
|
|
USA Domestic
|
|
Product price list as shown in Exhibit A.
|
|
Part 2. we have the right to change the
|
|
“Products” offering,
|
|
the terms and MSRP pricing at any time and
|
|
will give notice to “Dealer” of such changes
|
|
prior to the
|
|
effective date of change.
|
|
<br/>
|
|
MAP Pricing – “Dealer” must adhere to the
|
|
MAP pricing for advertisements and follow
|
|
our
|
|
MAP pricing as shown in Exhibit A.
|
|
“Dealer’s” whom do not follow MAP pricing
|
|
will have
|
|
their account terminated and be in default
|
|
of the agreement.
|
|
<br/>
|
|
Territory and Sales Channels -“Dealer” is
|
|
authorized to sell “Products” in the
|
|
following territory and channels:
|
|
<br/>
|
|
Territory:
|
|
___________________________________________________________________
|
|
<br/>
|
|
Channels:
|
|
__________________________________________________________________
|
|
<br/>
|
|
Off limit channels/customers – National
|
|
accounts are exclusive to us and off limits
|
|
to “Dealer” unless approved in
|
|
writing prior to the “Dealer” contacting of
|
|
such accounts. National accounts include USA
|
|
retailers with 25 store
|
|
locations or more throughout USA
|
|
territories, or annual sales in excess of
|
|
$100,000,000 unless approved in writing
|
|
prior to “Dealer” contacting such accounts.
|
|
No ebay advertisements are allowed unless
|
|
specifically approved in writing.
|
|
<br/>
|
|
Internet sales – Internet sales are not
|
|
exclusive to any dealer or dealer and not
|
|
considered part
|
|
of the exclusive zone or sales channels.
|
|
<br/>
|
|
Shipping – FOB , Ft Lauderdale, Florida.
|
|
Products shall be sent by Freight Carrier,
|
|
Federal Express or any other courier at the
|
|
discretion of us unless other means are
|
|
requested by “Dealer”.
|
|
“Dealer” agrees to pay for shipping and
|
|
insurance according to terms of the order.
|
|
<br/>
|
|
Taxes/Duties – Any duties, taxes,
|
|
governmental or broker charges for
|
|
international orders incurred by
|
|
the “Dealer” for their shipments are the
|
|
sole responsibility of the “Dealer”.
|
|
<br/>
|
|
Drop Shipping – “Dealer” shall be approved
|
|
prior to be allowed to drop-ship
|
|
orders and follow prices as shown in Exhibit
|
|
A. part 2, drop-ship pricing column.
|
|
<br></br>
|
|
Payment – Payment for “Products” will be
|
|
pre-paid prior to shipment by us.
|
|
<br/>
|
|
<br/>
|
|
Any other terms are subject to our written
|
|
agreement. For International orders a 30%
|
|
deposit is required prior to building an
|
|
order and the remainder paid upon
|
|
completion.
|
|
<br/>
|
|
Warranty – “Products” are sold subject to
|
|
the applicable our standard printed warranty
|
|
found in “Products”
|
|
manual enclosed with each product sold and
|
|
attached as Exhibit B. “Dealer” is not
|
|
authorized to accept or commit,
|
|
on our behalf, any liabilities in connection
|
|
with “Dealer's” sale of “Products” other
|
|
than as set
|
|
forth in our standard warranty.
|
|
<br/>
|
|
<br/>
|
|
<b>III. Authorized Service Center</b>
|
|
<br/>
|
|
At all times during the Term of this
|
|
Agreement, Service Center agrees:
|
|
<br/>
|
|
a. It has, and it shall at all times
|
|
maintain adequate, suitable and clean
|
|
facility, associated tools and equipment,
|
|
all as are necessary to ensure the efficient
|
|
and timely performance by Service Center.
|
|
<br/>
|
|
b. “Appointed Services” means the
|
|
performance of, without limitation, service,
|
|
repair, regular maintenance,
|
|
warranty, recall on our products, regardless
|
|
of point of purchase, including, if
|
|
required, the use of genuine our
|
|
products and parts purchased from us.
|
|
<br/>
|
|
c. To promptly provide, upon our direction,
|
|
any records regarding us in a format as may
|
|
be requested by us,
|
|
to enable us to conduct or issue, without
|
|
limitation, product recalls, safety alerts,
|
|
warranty notices,
|
|
technical service bulletins, or otherwise.
|
|
<br/>
|
|
d. To at all times cooperate and use its
|
|
best efforts to assist us in the
|
|
dissemination and/or the timely
|
|
performance of, without limitation, any
|
|
product safety alerts, recalls, technical
|
|
service bulletins, etc.,
|
|
should they arise, or any other information
|
|
as may be requested by us.
|
|
<br/>
|
|
e. It shall procure and at all times
|
|
maintain at its own cost and expense,
|
|
without limitation,
|
|
all current and future required licenses,
|
|
permits and governmental approvals as
|
|
applicable to enable Service Center,
|
|
its facilities, and its Technician(s) to
|
|
lawfully comply with all the sections of
|
|
this Agreement.
|
|
<br/>
|
|
f. Not to install or otherwise use any
|
|
product or part except in strict accordance
|
|
with its intended use/application,
|
|
applicable our instructions, and local,
|
|
state and federal laws where Service Center
|
|
is located or where it performs Services.
|
|
<br/>
|
|
g. To provide it's our customers, with such
|
|
information and/or documentation as we may
|
|
direct from time to time.
|
|
<br/>
|
|
h. To serve as our liaison and promptly
|
|
handle, in coordination with us the
|
|
following, without limitation,
|
|
as we deem appropriate and as it may direct,
|
|
all inquiries, orders and complaints that
|
|
Service Center receives
|
|
regarding our products, including complaints
|
|
regarding Service Center's performance.
|
|
<br/>
|
|
i. It shall not submit any claims, whether
|
|
warranty, recall, or otherwise, to us that
|
|
is not identified as a
|
|
reimbursable cost or charge associated with
|
|
Service Center’s Services,
|
|
or charge customers for any Services that
|
|
have not been first authorized in writing by
|
|
us.
|
|
<br/>
|
|
Prices of “Parts” outside the warranty
|
|
period – The price to “Service
|
|
Center/Dealer” for parts
|
|
outside the warranty coverage shall be equal
|
|
to our current standard US domestic Service
|
|
Center price list
|
|
(Detailed lists per model will be furnished
|
|
upon acceptance of agreement).
|
|
<br/>
|
|
We has the right to change the “Products”
|
|
and “Parts” offering including terms and
|
|
prices at any time.
|
|
We will give notice to “Service Center” of
|
|
such changes prior to the effective date of
|
|
change.
|
|
<br/>
|
|
</p>
|
|
<br></br>
|
|
<p>
|
|
<br/>
|
|
Shipping charges of “Parts” outside the
|
|
warranty period – FOB , Pompano, Florida.
|
|
“Parts” shall be sent by Freight Carrier,
|
|
Federal Express or any other courier at the
|
|
discretion of
|
|
us unless other means are requested by
|
|
“Service Center/Dealer”.
|
|
“Service Center/Dealer” agrees to pay for
|
|
shipping and insurance according to sales
|
|
order/invoice.
|
|
<br/>
|
|
Payment – Payment for “Parts” outside of the
|
|
warranty period will be in full payment
|
|
prior to shipment by us.
|
|
<br/>
|
|
Warranty – “Products” and “Parts” are sold
|
|
subject to the applicable our standard
|
|
printed warranty attached as
|
|
found in “Products” manual enclosed with
|
|
each product sold (a copy of the standard
|
|
warranty is attached as Exhibit B.).
|
|
“Service Center” is not authorized to accept
|
|
or commit, on our behalf, any liabilities in
|
|
connection with
|
|
“Service Center/Dealer” sale of “Products”
|
|
or “Parts” other than as set forth in our
|
|
standard warranty.
|
|
<br/>
|
|
Request for Parts – “Service Center/Dealer”
|
|
will fill out Warranty Part Replacement form
|
|
(attached as Exhibit C.)
|
|
and either email, fax or call our Customer
|
|
Service at 800-943-6190 with the information
|
|
to obtain part replacement.
|
|
<br/>
|
|
Parts and Service – “Dealer” shall encourage
|
|
retail customers to use our original
|
|
equipment parts in their repair
|
|
and replacement of “Products” outside of
|
|
warranty in order to maintain our high
|
|
quality performance.
|
|
We will furnish “Dealer” with warranty parts
|
|
in a timely manner. Upon the situation of an
|
|
original part not being
|
|
available under warranty, we will furnish a
|
|
compatible part of equal or higher quality
|
|
to “Dealer”.
|
|
“Dealer” will send to our parts being
|
|
replaced by warranty issues in a timely
|
|
manner unless written approval by
|
|
our allowing “Dealer’s” request for “Dealer”
|
|
not to return warranty part being replaced.
|
|
<br/>
|
|
Out of Stock – We maintain a complete
|
|
inventory of all parts on hand. In the rare
|
|
occasion a part is not available.
|
|
We will furnish a compatible part of equal
|
|
or higher quality to “Service
|
|
Center/Dealer”.
|
|
<br/>
|
|
Returning of Warranty Covered “Parts” –
|
|
“Service Center/Dealer” will store defective
|
|
“Parts” covered under
|
|
warranty until we request for the parts to
|
|
be sent back to us.
|
|
<br/>
|
|
<br/>
|
|
<b>IV. Additional Obligations of We and
|
|
“Dealer”
|
|
</b>
|
|
<br/>
|
|
Marketing – We shall furnish “Dealer” with
|
|
Hi Res images and detailed specifications of
|
|
“Products”
|
|
in assisting “Dealer” and their customers
|
|
with the promoting of “Products”.
|
|
“Dealer” shall use its best efforts to
|
|
promote the resale of “Products” to realize
|
|
a maximum sales
|
|
potential for the “Products” in the
|
|
territory and channels. If “Dealer” wishes
|
|
to create its own “single occasion”
|
|
marketing material or issue a “single
|
|
occasion” discounted sale price, “Dealer”
|
|
shall prior to its use of
|
|
such materials or discounts submit examples
|
|
and pricing to us for a written “single
|
|
occasion” approval with date limits.
|
|
Training – “Dealer” will properly train
|
|
sales and service staff on the functions of
|
|
“Products”.
|
|
“Dealer” will make available to its staff
|
|
all manuals, documents, brochures, catalogs,
|
|
videos and support material
|
|
furnished by us for assisting in the sale
|
|
and servicing of “Products”.
|
|
<br/>
|
|
New Locations – If “Dealer” intends to open
|
|
any additional business locations, sales
|
|
channels or service of “Products”
|
|
other than described in Section II under
|
|
Paragraph B of this “Agreement”, “Dealer”
|
|
must initially obtain written approval
|
|
from our prior to “Dealer” offering
|
|
“Products” for sale in new locations.
|
|
<br/>
|
|
Purchasing – “Dealer” shall only purchase
|
|
products shown on Exhibit A of this
|
|
“Agreement” from us.
|
|
We will make available to “Dealer” for
|
|
immediate delivery “Products” in stock and
|
|
on hand in our
|
|
warehouses and storage facilities. We shall
|
|
not hold “Products” from shipping to
|
|
“Dealer” while “Dealer” is in
|
|
compliance with this “Agreement”.
|
|
<br/>
|
|
<b>V. Term and Termination</b>
|
|
<br/>
|
|
The term of this “Agreement” shall be for a
|
|
period of one (1) year, commencing on the
|
|
effective date hereof.
|
|
This “Agreement” shall be automatically
|
|
renewed for successive terms of one (1) year
|
|
each unless either party
|
|
shall give the other notice of non-renewal
|
|
not less than thirty (30) days prior to the
|
|
end of the then current
|
|
term or unless this “Agreement” is otherwise
|
|
terminated as provided herein. Unless
|
|
otherwise provided by applicable
|
|
state law, either party may terminate this
|
|
“Agreement” without cause and for any
|
|
reason, upon not less than thirty (30)
|
|
days written notice given to the other
|
|
party. Nothing contained herein shall
|
|
prevent us from immediately terminating this
|
|
“Agreement” in the event of bankruptcy or
|
|
insolvency of “Dealer”, “Dealer's” failure
|
|
to pay any amounts owing us when due.
|
|
Upon termination for any reason, all amounts
|
|
owed to us will become immediately due and
|
|
payable. This Agreement shall continue
|
|
in full force and effect until the
|
|
indebtedness is paid in full; and all
|
|
representations and warranties and all
|
|
provisions herein for
|
|
indemnity of us (and any other provisions
|
|
herein specified to survive) shall survive
|
|
payment in full of the indebtedness and any
|
|
release or termination of this Agreement.
|
|
<br/>
|
|
<br/>
|
|
<b>VI. Repurchase</b>
|
|
<br/>
|
|
In the event this “Agreement” is terminated,
|
|
We have a right but not an obligation to
|
|
purchase back from “Dealer” all new, unused,
|
|
current, complete and undamaged “Products”
|
|
at the price of original invoice less any
|
|
applicable discounts or payments made
|
|
thereon
|
|
and less a fifteen (15) % restocking charge,
|
|
computed on “Dealer's” net cost. In
|
|
addition, We have a right but not an
|
|
obligation to
|
|
purchase back “Dealer's” “Products” parts
|
|
subject to such parts being current, unused
|
|
and in a new physical condition and
|
|
appearance,
|
|
including packaging, and suitable for
|
|
reshipment by us to other dealers. We will
|
|
not repurchase parts whose condition may
|
|
have
|
|
deteriorated while in “Dealer’s” inventory.
|
|
The price to be paid or credited to
|
|
“Dealer's” account for such parts will be at
|
|
current
|
|
“Dealer’s” net cost less a fifteen (15) %
|
|
restocking charge. “Dealer” will provide
|
|
invoices showing proof of purchase from us.
|
|
<br/>
|
|
<b>VII. Authorized Dealer, Trademarks and
|
|
Brand Name
|
|
</b>
|
|
<br/>
|
|
“Dealer” is hereby licensed to use our name
|
|
and trademarks in the normal course of
|
|
distributing our “Products” and performing
|
|
related
|
|
services under this “Agreement”. Dealer
|
|
agrees not to use our name as part of
|
|
“Dealer's” name or in any manner which would
|
|
misrepresent
|
|
the relationship between “Dealer” and us.
|
|
“Dealer” may represent itself as an
|
|
"authorized dealer" of us, and may use our
|
|
name and
|
|
“Products” model names in the promoting of
|
|
“Products”. Upon termination of this
|
|
“Agreement”, “Dealer” shall immediately
|
|
cease
|
|
representing itself as a “Dealer” of us and
|
|
shall cease use of all our names, model
|
|
names, trademarks and any signs or other
|
|
material, of whatever nature, identifying
|
|
“Dealer” as a dealer of us shall be removed
|
|
or obliterated.
|
|
<br/>
|
|
<b>VIII. Mutual Indemnities</b>
|
|
<br/>
|
|
Each party shall indemnify and hold the
|
|
other harmless for any losses, claims,
|
|
damages, awards, penalties,
|
|
or injuries incurred by any third party,
|
|
including reasonable attorney's fees, which
|
|
arise from any alleged breach of such
|
|
indemnifying party's representations and
|
|
warranties made under this agreement. The
|
|
indemnifying party shall have the sole right
|
|
to defend such claims at its own expense.
|
|
The other party shall provide, at the
|
|
indemnifying party's expense, such
|
|
assistance in
|
|
investigating and defending such claims as
|
|
the indemnifying party may reasonably
|
|
request. This indemnity shall survive the
|
|
termination
|
|
of this Agreement.
|
|
<br/>
|
|
</p>
|
|
<br/>
|
|
<br/>
|
|
<p>
|
|
<b>IX. Confidentiality and Non-Disclosure
|
|
Agreement
|
|
</b>
|
|
<br/>
|
|
We and “Dealer” wish to define the rights
|
|
and obligations of each other with respect
|
|
to their handling and disclosure of
|
|
Confidential
|
|
Information as it pertains to the respective
|
|
business relationship of both we and
|
|
Dealer”.
|
|
<br/>
|
|
We and “Dealer” agrees to the following:
|
|
<br/>
|
|
Confidential Information is any information
|
|
relating to prices for “Products” and
|
|
business practices (including pending or
|
|
potential projects or business opportunities
|
|
of “Dealer”) of either party, whether
|
|
reduced to writing or other tangible
|
|
expression,
|
|
which the disclosing party considers to be
|
|
proprietary and confidential.
|
|
<br/>
|
|
Confidential Information shall include but
|
|
not be limited to terms and pricing,
|
|
technical and other specifications for
|
|
“Products”
|
|
and all information clearly identified as
|
|
confidential.
|
|
<br/>
|
|
Confidential Information will not include
|
|
any information which:
|
|
<br/>
|
|
i) is already known to the receiving party
|
|
prior to the time of disclosure by the
|
|
disclosing party;
|
|
<br/>
|
|
ii) is available or becomes generally
|
|
available to the public other than through a
|
|
breach of “Agreement” by the receiving
|
|
party;
|
|
<br/>
|
|
iii) is acquired or received rightfully and
|
|
without confidential limitation by the
|
|
receiving party from a third party;
|
|
<br/>
|
|
iv) is independently developed by the
|
|
receiving party without breach of Agreement;
|
|
or
|
|
<br/>
|
|
v) the disclosure of which is required by
|
|
law or governmental order.
|
|
If the receiving party becomes legally
|
|
required to disclose Confidential
|
|
Information,
|
|
or any part thereof the receiving party will
|
|
give the disclosing party prompt advance
|
|
notice of such requirement.
|
|
<br/>
|
|
Both parties agree to hold Confidential
|
|
Information in confidence during the term of
|
|
this “Agreement” and for a period of
|
|
two years after termination of this
|
|
“Agreement”. “Dealer” agrees to take all
|
|
reasonable steps to ensure that Confidential
|
|
Information
|
|
is not disclosed or distributed by its
|
|
employees, representatives or agents in
|
|
violation of the terms of this “Agreement”.
|
|
<br/>
|
|
All Confidential Information furnished under
|
|
this Agreement is and shall remain the
|
|
property of us and shall be returned or
|
|
otherwise
|
|
disposed of by the “Dealer” as instructed by
|
|
us promptly upon demand or upon the
|
|
termination or expiration of this Agreement.
|
|
<br/>
|
|
<b>X. General</b>
|
|
<br/>
|
|
“Dealer” is not an agent of us nor is
|
|
“Dealer” authorized to incur any obligations
|
|
or make any representations on behalf of our
|
|
company.
|
|
<br/>
|
|
This “Agreement” is binding on the parties,
|
|
their heirs, executors, administrators,
|
|
successors, and assignors.
|
|
<br/>
|
|
Force Majeure- Neither party shall be
|
|
responsible for any failure to carry out its
|
|
obligation hereunder which is due to causes
|
|
beyond
|
|
its control, including, but not limited to,
|
|
acts of God, public enemy, fires, floods,
|
|
epidemics, strikes, embargoes, severe
|
|
weather,
|
|
war, or delays of supply due to such causes.
|
|
Limitation of Liability/Waivers and
|
|
Disclaimers us shall not be liable for any
|
|
damages
|
|
whatsoever or claims of any kind, whether
|
|
based on contract, warranty, tort including
|
|
negligence or otherwise, or for any loss or
|
|
damage arising out of, connected with, or
|
|
resulting from, this Agreement, or from the
|
|
performance or breach thereof, or with
|
|
respect
|
|
to any and all goods covered by or furnished
|
|
under this Agreement. In no event shall be
|
|
liable for special, incidental, exemplary or
|
|
consequential damages including, but not
|
|
limited to, loss of profits or revenue, loss
|
|
of use of the Product or any associated
|
|
equipment,
|
|
cost of capital, cost of purchased power,
|
|
cost of substitute products or equipment,
|
|
facilities or services, downtime costs, or
|
|
claims or
|
|
damages of Dealer or employees, agents or
|
|
contractors of Dealer for such damages,
|
|
regardless of whether such claims or damages
|
|
are based
|
|
on contract, warranty, or tort including
|
|
negligence or otherwise. We shall not be
|
|
liable for any delay or failure to perform
|
|
its
|
|
obligations due to any cause beyond its
|
|
reasonable control, including, without
|
|
limitation, fire, weather, accident, act of
|
|
public
|
|
enemy, war, rebellion, insurrection, strike,
|
|
lockout, work slowdown, or similar
|
|
industrial or labor action, sabotage,
|
|
transportation
|
|
delay, shortage of raw material, energy or
|
|
machinery, act of God, acts or omissions of
|
|
Dealer, or the order or judgment of any
|
|
federal,
|
|
state, local or foreign court,
|
|
administrative agency or governmental
|
|
officer or body. Claims for shortages must
|
|
be reported within twenty-four
|
|
(24) hours. Except as expressly provided in
|
|
this Agreement, We makes no warranties,
|
|
express or implied, and specifically
|
|
disclaims any warranty
|
|
of merchantability, fitness for a particular
|
|
purpose, title or non-infringement or any
|
|
warranty arising by usage of trade, course
|
|
of dealing
|
|
or course of performance nor do us warrant
|
|
that the Product will meet Dealer's
|
|
requirements.
|
|
<br/>
|
|
We do not authorize anyone to make a
|
|
warranty of any kind on its behalf and
|
|
customer should not rely on anyone making
|
|
such statements.
|
|
<br/>
|
|
Organization, Power and Authority/Validity
|
|
of Documents Dealer is (A) an entity duly
|
|
organized, validly existing and in good
|
|
standing
|
|
under the laws of the state or country of
|
|
its incorporation or creation, (B) has the
|
|
power and authority to carry on its business
|
|
as now
|
|
being conducted, (C) is in compliance with
|
|
all governmental requirements; and (D) has
|
|
the power and authority to enter into this
|
|
Agreement
|
|
and any other documents related therewith.
|
|
<br/>
|
|
Litigation There are no judgments
|
|
outstanding against Dealer and there is no
|
|
action, suit, proceeding, or investigation
|
|
now pending against,
|
|
involving or affecting Dealer, at law, in
|
|
equity or before any governmental authority
|
|
that if adversely determined as to Dealer
|
|
would
|
|
result in a material adverse change in the
|
|
business or financial condition of Dealer,
|
|
nor is there any basis for such action,
|
|
suit,
|
|
proceeding or investigation.
|
|
<br/>
|
|
Assignment of Interest/Changes of
|
|
Ownership/Name Dealer shall not voluntarily
|
|
or by operation of law assign, transfer or
|
|
otherwise
|
|
encumber all or any part of Dealer's
|
|
interest or obligations under Agreement
|
|
without the prior written consent of us,
|
|
which consent
|
|
shall be at the sole discretion of us.
|
|
Dealer further represents and warrants that
|
|
it shall:
|
|
<br/>
|
|
(A) notify our immediately of any changes in
|
|
its ownership structure or name.
|
|
<br/>
|
|
Insurance Dealer shall obtain and maintain,
|
|
at Dealer's cost and expense, in full force
|
|
and effect at all times,
|
|
with all premiums paid thereon, and without
|
|
notice or demand, insurance with respect to
|
|
the Product against risks encompassed within
|
|
the standard policy of fire insurance with
|
|
extended coverage endorsement, theft and
|
|
other risks as “We” may require.
|
|
Upon request, Dealer shall provide us with
|
|
proof of such insurance.
|
|
<br/>
|
|
Forum Dealer hereby irrevocably submits
|
|
generally and unconditionally for itself to
|
|
the jurisdiction of the [Eleventh
|
|
Judicial Circuit Court] of the State of
|
|
Florida and the United States District Court
|
|
for the Southern District of Florida, over
|
|
any suit,
|
|
action or proceeding arising out of or
|
|
relating to this Agreement or the Product.
|
|
Dealer hereby agrees and consents that, in
|
|
addition to any methods of service or
|
|
process provided for under applicable law,
|
|
all service of process in any such suit,
|
|
action or proceeding in any state court, or
|
|
any United States federal court,
|
|
sitting in the state specified in this
|
|
Section may be made by certified or
|
|
registered mail, return receipt requested,
|
|
directed to Dealer at its address for notice
|
|
stated in this Agreement, or at a subsequent
|
|
address of which received actual notice from
|
|
Dealer in accordance with the Agreement, and
|
|
service so made shall be complete five (5)
|
|
days after the same shall have been so
|
|
mailed.
|
|
Nothing herein shall affect the right of us
|
|
to serve process in any manner permitted by
|
|
law or limit the right of us to bring
|
|
proceedings
|
|
against Dealer in any other court or
|
|
jurisdiction.
|
|
<br/>
|
|
Miscellaneous This Agreement may be executed
|
|
in several counterparts, all of which are
|
|
identical, and all of which counterparts
|
|
together
|
|
shall constitute one and the same
|
|
instrument. A determination that any
|
|
provision of this Agreement is unenforceable
|
|
or invalid shall not
|
|
affect the enforceability or validity of any
|
|
other provision and the determination that
|
|
the application of any provision of this
|
|
Agreement to any person or circumstance is
|
|
illegal or unenforceable shall not affect
|
|
the enforceability or validity of such
|
|
provision
|
|
as it may apply to other persons or
|
|
circumstances. This Agreement, and its
|
|
validity, enforcement and interpretation,
|
|
shall be governed
|
|
by the laws of the State of Florida (without
|
|
regard to any conflict of laws principles)
|
|
and applicable United States federal law.
|
|
This Agreement shall be binding upon Dealer,
|
|
and Dealer’s heirs, devices,
|
|
representatives, successors and assigns, and
|
|
shall inure to
|
|
the benefit of us and its successors and
|
|
assigners.
|
|
<br/>
|
|
Notices Unless specifically provided
|
|
otherwise, any notice for purposes of this
|
|
Agreement or any other Document shall be
|
|
given in
|
|
writing or by telex or by facsimile (fax)
|
|
transmission and shall be addressed or
|
|
delivered to the respective addresses set
|
|
forth
|
|
in the introduction of this Agreement. If
|
|
sent by prepaid, registered or certified
|
|
mail (return receipt requested), the notice
|
|
shall be deemed effective when the receipt
|
|
is signed or when the attempted initial
|
|
delivery is refused or cannot be made
|
|
because
|
|
of a change of address of which the sending
|
|
party has not been notified; if transmitted
|
|
by telex, the notice shall be effective
|
|
when transmitted (answer back confirmed);
|
|
and if transmitted by facsimile or personal
|
|
delivery, the notice shall be effective when
|
|
received.
|
|
No notice of change of address shall be
|
|
effective except upon actual receipt, and
|
|
service of a notice required by any
|
|
applicable statute
|
|
shall be considered complete when the
|
|
requirements of that statute are met.
|
|
<br/>
|
|
Waiver of jury trial. Dealer, by its
|
|
execution, and we, by its acceptance of this
|
|
agreement, hereby agree as follows:
|
|
<br/>
|
|
(a) each of them knowingly, voluntarily,
|
|
intentionally, and irrevocably waives any
|
|
right it may have to a trial by jury in any
|
|
lawsuit,
|
|
proceeding, counterclaim, or other
|
|
litigation (as used in this section an
|
|
"action") based upon, or arising out of,
|
|
under, or
|
|
in connection with, this agreement or any
|
|
related documents, instruments, or
|
|
agreements (whether oral or written and
|
|
whether
|
|
express or implied as a result of a course
|
|
of dealing, a course of conduct, a
|
|
statement, or other action of either party);
|
|
<br/>
|
|
(b) neither of them may seek a trial by jury
|
|
in any such action;
|
|
<br/>
|
|
(c) neither of them will seek to consolidate
|
|
any such action
|
|
(in which a jury trial has been waived) with
|
|
any other action in which a jury trial
|
|
cannot be or has not been waived; and
|
|
<br/>
|
|
(d) neither of them has in any way agreed
|
|
with or represented to the other of them
|
|
that the provisions of this section will
|
|
not be fully enforced in all instances.
|
|
<br/>
|
|
<br/>
|
|
The laws of the State of Florida will govern
|
|
this “Agreement”.
|
|
<br/>
|
|
<br/>
|
|
<br/>
|
|
<br/>
|
|
Authorized Signatures
|
|
<br/>
|
|
<br/>
|
|
“Dealer”
|
|
<br/>
|
|
<br/>
|
|
Company Name _____________________________
|
|
<br/>
|
|
</p>
|
|
<t t-esc="data"/>
|
|
</div>
|
|
</div>
|
|
</div>
|
|
</t>
|
|
</t>
|
|
</template>
|
|
</odoo>
|
|
|