dealer agreement new

8/7/2019 Dealer Agreement NEW

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Dealer Agreement

THIS AGREEMENT is made on this__________ day of ____________, __________(month,

year) by and between Hi-tech Sweet Water Technologies Private Limited with its principal

place of business at 4, Gopal Nagar, Nandida Char Rasta, Bardoli-394601 (hereinafter referredto as Company) and _________________________________________________________

___________________________________________ with its principal place of business at

____________________________________________________________________________

____ ______________________________________(hereafter referred to as Dealer).

BACKGROUND

The Company deals with Commercial, Domestic and Industrial RO Systems. It alsomanufactures packaged RO systems for ground, bore well, well, river and tap water applicationsin standard capacities of portable water production. The capacities range anywhere from 8Liter/hr to 50000 Liter/hr and the company is diversified in their approach with single, double,and triple tube water filters which come with and without UV attachments as well as softeners

and water vending machines in various capacities. Dealer has requested the right to resellsuch Products to its customers


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1. Definitions

The following words shall have the following meanings when used in this Agreement:

1.1 Prices shall mean companys then-current prices for Products as may beprovided by Company to Dealer and its customers.

1.2 "Proprietary Information shall mean all ideas and concepts relating to companysequipment, computer software, marketing, implementation and designs forcompanys software, and other technologies including, without limitation, patents,trade secrets, plans, specifications, copyrights, service marks, trademarks,source code, object code and marketing plans.

1.3 Purchase Order shall mean any document received by the Company fromDealer contracting, or promising to purchase HI-TECH components.

1.4 Services shall mean any services provided by Company or Dealer to customersunder this Agreement including, without limitation, installation and supportservices as well as maintenance services.

1.5 Equipment shall mean any HI-TECH supplied equipment and HI-TECH or HI-TECH derived software as described in Companys price list.

1.6 Terms and Conditions shall mean companys terms and conditions whichinclude Companys retail buyback and finance programs.

1.7 Products shall mean Equipment, and systems incorporating Equipment and/orSoftware and Services provided or to be provided by the Company.

1.8 Software shall mean computer software intended by Company for use byDealer, as initially set forth in Schedule A, which may be supplemented oramended at any time by Company upon written notice to Dealer.

1.9 Territory shall mean the primary sales area identified on Schedule A attachedhereto and incorporated for all purposes.

1.10 Trademarks shall mean the trademarks, service marks, and trade namesHI-TECH, Waterlife, GLOBEX , PacificRo, Tulsa Warehouse which Dealerhereby acknowledges are the property of Company.

1.11 Training shall mean the educational training programs provided by Company toDealer and Dealers personnel to allow Dealer to sell, install, and maintain the in-vehicle equipment.


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1.12 Confidential Information shall mean any information which is marked asConfidential or Proprietary by Company or otherwise intended by theCompany to be maintained as confidential. The content or nature of theinformation shall not under any circumstance be deemed an indicator that such

information shall not be considered confidential. Company and Company alone isthe determining party as to the confidentiality of any information generated byCompany.

2. Appointment

Subject to the terms herein, Company hereby grants Dealer the right to market and sell

the Products in the Territory. To induce Company to enter into this Agreement, Dealerrepresents and warrants to Company that Dealer is:a. qualified to resell the Products;b. sufficiently knowledgeable in the Products to do so; andc. not competing, and will not compete during the term of this Agreement in

the Territory or any other geographic area in which the Products are, ormay be, offered for license or sale by the Company or its various dealersand distributors, in any manner or form against the Company.

3. Acceptance of Appointment

Dealer hereby accepts appointment as a dealer of the Products on the terms andconditions provided for in this Agreement.

4. Duties of Dealer

In satisfaction of its duties under this Agreement, Dealer shall undertake the followingduties in a professional manner to the satisfaction of Company:

4.1Provide installation and support services for Company's Products;4.2 Provide warranty to customer for 1 Year;4.3Provide Company with quarterly sales reports setting forth Dealers sales goals,

and performance;


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4.4Notify Company immediately of any threatened or any actual legal action againstCompany or Dealer regarding the Products;

4.5Comply with all applicable international, territorial, federal, provincial, and locallaws, ordinances, and regulations in connection with Dealer 's performance ofthis Agreement;

4.6Obtain all licenses, permits, government approvals, customs duties, and any andall other licenses pertaining to shipment of equipment to, and services in theTerritory; and

No license, right or interest in any Company trademark, trade name or service marks isgranted herein, except as expressly provided for below. Except as provided in Section21, neither Dealer nor any of Dealers customers may use any Company trademark,trade name or service mark without Company's prior written consent.

Dealer shall be responsible for installation of the Equipment, resale or licensing of theCompanys Products. Dealer shall secure the execution of documents and instruments

required by the Company with respect to such resale or licensing of the Products.

5. Prices

Dealer shall pay Company the prices for the Products purchased under this Agreementas set forth in the Company-Published Price List. The prices are ex godown of companyand carry no warranty / guarantee. All prices may be amended by Company in its solediscretion from time to time. All such changes shall become effective immediately withrespect to Dealer. New Products, when released, will be sold to Dealer at Company'sthen existing price.

6. Purchase Orders

Dealer may initiate purchase of the Products by submitting a Purchase Order throughtheir Sales Representative. All Purchase Orders shall be in writing in a form acceptableto Company with companys name and logo. All Purchase Orders must be accepted inwriting by Company and are not valid or effective until accepted by Company. Company

reserves the right to reject any Purchase Order.

In the event any Purchase Order contains terms which are in addition to or in conflictwith the terms of this Agreement or the Terms or Conditions, the Terms and Conditionsof this agreement shall apply.


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After acceptance of a Purchase Order Company shall deliver through approved carrier.All transportation cost are paid by the dealer. Dealer assumes all risks of loss ordamage upon delivery of the Equipment to Dealers shipping destination.

Dealer agrees that acceptance of Equipment shall occur upon delivery of the Equipment

by the Company to Dealer or a common carrier.

7. Payment

Unless Dealer is approved for credit with Company, 100% payment for all purchasesshall be delivered to the Company by Dealer prior to shipment of the applicable order.Credit will be granted to Dealer on a case by case basis and over time. The amount andterm of credit extended to Dealer, if any, shall be at the discretion of the Company andis subject to change as the Company may deem appropriate.

8. Delivery or Order

After Company has accepted the Purchase Order, the Company will use reasonableefforts to fulfill any orders received from Dealer within 20 calendar days. Company shallhave no duty or obligation to deliver any Products if Dealer is in breach or default of thisAgreement or any past due amount is owed by Dealer to Company.

9. Terms

This Agreement shall become effective upon its execution by duly-authorizedrepresentatives of both Dealer and Company, and after an original signed copy isdelivered to the Company. This Agreement shall automatically terminate, unless earlierterminated pursuant to this Agreement, five (5) years from the date of this Agreement.

10. Marketing

Promotional material and advertisements or any material to be released to the public,including photographs, that utilize any trademarks of the Company or depict any of theProducts shall be approved by an authorized executive officer of the Company in writingprior to its public release.


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11. Reporting and Forecasting

11.1 Dealer and Company will meet at mutually agreeable times to review Dealerforecasted purchases each quarter. These meetings will be conducted via telephoneor email unless other arrangements are required. In such an event, each party shallbear its own expenses to attend the meeting.

11.2 In order to facilitate customization, production scheduling and delivery of theProducts, Dealer agrees to provide Company within Thirty (30) calendar days fromthe date of this Agreement and quarterly thereafter during the term of thisAgreement and any extension herein, a non-binding forecast for the following twelve(12) months of the Dealer-anticipated equipment.

12. Training, Installation and Support Services

12.1 Dealer shall be responsible for all Product installation and maintenance.Dealer and Company understand and agree that initial training of Dealer'ssupport personnel will be provided by the Company, on Companys premises.Dealer will be responsible for travel expenses. Boarding and lodging willtaken care by the company.

12.2 Company will provide training material, technical documentation andsupport as deemed appropriate by the Company to familiarize Dealer with theinstallation of the systems;

12.3 Company will provide training, subject to availability of Companyresources, to Dealer personnel at one of Company's facilities whenreasonably requested by the Dealer. Dealer will bear the expenses of thistraining;

12.4 Subsequent to Dealers receipt of relevant training outlined herein, the

Dealer will respond in a timely and effective manner to all inquiries of Productcustomers concerning the operation of any Products. Company agrees toprovide a reasonable level of technical phone support for Dealers customerson any technical or operational issues that Dealer cannot resolve directly.

12.5 All products purchased from Company by Dealer at prices which areoffered as Dealer-Only prices may not be resold by Dealer or


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transferred to the property or custody of any other party under anycircumstance whatsoever.

13. Documentation

13.1 All information (including price, data/documentation and marketinginformation) furnished to Dealer is Confidential Information, the Dealer agreesto keep it in strictest confidence and not to disclose the confidentialinformation.

13.2 Dealer shall not make any change to any documents or manuals providedby Company to Dealer without the Companys written consent

.

14. Equipment Service

14.1. Repairs under Warranty. All repairs of the equipment made underwarranty shall be borne by the dealer.

14.2. Repairs outside of Warranty. Dealer may repair Equipment usingCompany standards and using only Company authorized repair parts andprocedures. If Company deems that repairs or modifications to Equipmentwere made outside of Company-approved guidelines, all warranties on theapplicable Equipment will become immediately void

15. Confidential Information

15.1. Dealer, its employees and agents shall retain all Confidential Information, asdefined in Article 1 and to prevent disclosure of such Confidential Information,except as expressly provided for in this Section 15.1. Company hereby statesthat the Product designs constitute a valuable asset of Company, and are tobe considered Proprietary Information. Access by Dealer to ConfidentialInformation shall be restricted to Dealers employees with a need to have

access to such Confidential Information, each of whom shall have signed aconfidentiality agreement containing protections benefiting the Company andno less restrictive than the provisions of this Section 15. Dealer acknowledgesthat by virtue of this Agreement, Dealer acquires only the right to use theConfidential Information under the terms and conditions of this Agreement forso long as it is in effect, and does not acquire any rights of ownership, title, ordisclosure of the Confidential Information.


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15.2. Dealer shall not use, make, have made, distribute or disclose any copies ofthe Confidential Information, in whole or in part, without the prior writtenauthorization of Company except as defined herein.

15.3. Dealer shall inform its employees having access to the ConfidentialInformation of Dealers limitations, duties and obligations regarding

nondisclosure and copying of the Confidential Information. Dealer agrees toprotect and secure the Confidential Information with the same degree of careand confidentiality that it employs to protect its own proprietary and/orconfidential information.

16. Warranties

16.1. Unless otherwise specified by the Company, Products developed by theCompany are delivered without warranty however dealer is to providewarranty for (1) one year to its customer. Dealer shall in no way imply or stateto its customers that any warranties not expressly given by the Company orapplicable third parties are in effect with respect to the Products.

16.2. Products suspected to be deficient may be delivered to Company, which will,as its sole obligation hereunder and at its option, replace or repair Productsthat the Company finds to be deficient.

17. Limitation of Liability

17.1. COMPANY DOES NOT MAKE ANY EXPRESS OR IMPLIED WARRANTIES

(EXCEPT AS STATED ABOVE) INCLUDING, BUT NOT LIMITED TO, THEWARRANTIES OF DESIGN, MERCHANTIBILITY OR FITNESS FOR APARTICULAR PURPOSE, OR ARISING FROM A COURSE OF DEALING,USAGE OR TRADE PRACTICE.

17.2. IN NO EVENT WILL COMPANY BE LIABLE FOR ANY LOST REVENUESOR PROFITS, OR OTHER SPECIAL, INDIRECT OR CONSEQUENTIALDAMAGES, EVEN IF COMPANY HAS BEEN ADVISED OF THEPOSSIBILITY OF SUCH DAMAGES.

17.3. NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT,COMPANY'S MAXIMUM LIABILITY FOR DAMAGES SHALL BE LIMITEDTO THE PAYMENTS MADE BY DEALER UNDER THIS AGREEMENT FOR

THE SPECIFIC PRODUCT THAT CAUSED THE ALLEGED DAMAGES.

18. Limitation of Intellectual Property Liability

18.1 The Company shall have no liability for any claim of copyright, tradesecret or patent infringement based on the use of the Products or


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the use or combination of the Products and equipment, services orother materials not provided by Company.

18.2 THE COMPANY SHALL HAVE NO LIABLITY WITH RESPECTTO ANY ALLEGED OR PROVEN INFRINGEMENT OF PATENTS,TRADE SECRETS AND COPYRIGHTS WITH RESPECT TO THE

PRODUCTS OR ANY PARTS THEREOF.

19. Disclaimer of Partnership or Agency

The relationship between Company and Dealer under this Agreement is solely that ofindependent contractors. Each of the parties is in no way the legal representative oragent of the other party for any purpose, shall not in any way hold themselves out assuch, and shall have no power to assume or create, in writing or otherwise, anyobligation or responsibility of any kind, expressed or implied, in the name of or on behalf

of the other party.

20. Indemnification

Dealer will indemnify, defend and hold Company harmless from any and all liabilities,losses, obligations, expenses (including without limitation to attorneys fees) and costsarising in connection with any lawsuit, proceedings, or other action (i) arising out of theoperation of Dealer's business or (ii) related to any claim by a third party based, inwhole or in part, on Dealer's distribution, use, or installation of Products. The activities of

any of Dealers employees, agents of representatives will be considered activities of theDealer for purposes of this Section. Company will have the right, but not the obligation,to assume the defense of any such lawsuit, proceeding, or action. Company and Dealerwill each give the other prompt notice of any such claim, lawsuit, proceeding or action.

21. Use of Company Trademarks and Service Marks

21.1 During the term of this Agreement, Dealer shall have a limited license to usethe Trademarks in connection with Dealers promotion of the Products, but

only in strict compliance with such license and the policies, instructions andguidelines of Company. This compliance shall include proper display oftrademark notices and warnings with each use of trademark and any use ofsuch Trademarks shall be subject to prior approval of the Company.

21.2 Dealer acknowledges the exclusive right, title and interest of the Company inand to the Trademarks;

21.3 Nothing contained in this Agreement shall be construed as conveying toDealer any right, title of interest in or to any of the Trademarks other than an


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express right to a permissive use thereof in connection with the promotion ofthe Products;

21.4 Dealer shall cooperate to the fullest extent possible with Company or itsnominee to take such actions as Company in its sole discretion may considernecessary to protect any of the Trademarks;

21.5 Dealer shall fully cooperate with Company in maintaining and defending theownership and validity of each of the Trademarks against infringement andclaims of infringement, Dealer will promptly notify Company of (i) anyinfringement or unauthorized use of any Trademark by any third party, or (ii)any assertion by any third party that Dealers use of any Trademarkconstitutes infringement. Company shall not be obligated to initiate or defendlegal action with respect to any Trademark, and Dealer shall not initiate ordefend any such action itself without Company's prior written consent; and

21.6 Dealer hereby agrees and warrants that Dealer will not incorporate all or anyportion of the Trademarks into Dealers corporate name or trade names.

22. Force Majeure

If the performance of Company is made impossible by reason of any circumstancesbeyond Company's reasonable control, including without limitation vendor delay, fire,explosion, power failure, acts of God, war, revolution, civil commotion, or acts of publicenemies, any law, order, regulation, ordinance, or requirement of any government orlegal body or any representative of any such government or legal body, labor unrest,including without limitation, strikes, slowdowns, picketing or boycotts, then Companyshall be excused from such performance on a day-to-day basis to the extent of suchinterference, provided that Company shall use reasonable efforts to remove suchcauses of nonperformance. Under no circumstances shall economic considerations,economic impracticability or inefficiencies delay or excuse Dealers performance or beconsidered an event of "Force Majeure."

23. Termination

23.1 Either Dealer or Company may at its option forthwith terminate thisAgreement hereunder by giving a thirty (30) days advance written notificationto the other party, signed by the same person who originally signed theagreement (or that person's authorized representative. If no reply is received,termination occurs anyway (if the receiving party refuses to answer orotherwise fails to reply within thirty (30) days) in accordance with section 29.

23.2 Company shall have the right to immediately terminate this Agreementwithout prior notice or penalty if Dealer, its employees, or agents shallmaterially breach this Agreement.


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24. Effect of Termination and/or Expiration

24.1 Upon termination or expiration of this Agreement for whatever reason,Dealer waives the applicability and protection of all laws, regardless ofjurisdiction, giving to Dealer any rights of indemnity or other compensation inlieu of notice or otherwise arising upon termination of this Agreement or anyother relationship between Company and Dealer. Company will not berequired to indemnify or pay any amount to Dealer, whether as compensation,balancing, relief or otherwise, as a result of the termination of this Agreement.

24.2 Upon the expiration or termination of this Agreement for whatever reason,Dealer shall promptly return to Company all Confidential Information furnished

hereunder together with all copies made therefrom and shall not retain copiesthereafter except for those necessary for the use, operation and maintenanceof the Equipment by Dealers employees or contractors.

24.3 Upon the expiration or termination of this Agreement for whatever reason,Dealer will immediately cease all use of the Trademarks and deliver toCompany or destroy all materials bearing the Trademarks, including alladvertising and promotional materials. Dealer shall also take all actionsnecessary to transfer and assign to Company or its nominee any right, title orinterest in or to any of the Trademarks which Dealer may have acquired inany manner as a result of its activities under this Agreement.

25. Entire Agreement

This Agreement, the schedules hereto attached and the documents referenced hereinsupersede any and all prior agreements, discussions and negotiations among Dealerand Company. They set forth the entire agreement and understandings between theparties as to the subject matter of this Agreement. Neither of the parties shall be boundby any terms, conditions, definitions, waivers, warranties or representations with respectto the subject matter of this Agreement, other than as expressly provided in thisAgreement or duly set forth on or subsequent to the date hereof in a writing signed by aproper and duly authorized representative of whichever of the parties is to be boundhereby.


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26. Assignment

This Agreement and the Dealers obligations hereunder are un-assignable andnontransferable by the Dealer to any other party without the prior written consent of anauthorized executive officer of Company. For purposes of this Section 26, any transferof a controlling interest in Dealer shall be considered an assignment.

27. Governing Law

This Agreement shall be construed in accordance with the laws of the GUJARAT

STATE, except as to its provision relating to the conflicts of laws of choice of law. Theparties hereto agree that the sole proper venue for any action related to this Agreementshall be HO, Bardoli. and the parties hereby irrevocably commit to the jurisdiction andvenue of such courts and waive any claims offorum non conveniens or other causes forchange of venue.

28. Waiver

Any failure of Company to enforce, at any time or for any period of time, any of theprovisions under this Agreement shall not be construed as a waiver of the right ofCompany to enforce such provisions unless said waiver is in writing, and signed by anauthorized executive officer of Company.

29. Notices

Any notice or other communications required or permitted to be given under or inconnection with this Agreement shall be in writing and shall be deemed to have beenduly given or made when personally delivered on the fifth (5th) day following the date itis sent, to the following addresses:

If to Company: If to Dealer:

Vijay Shah ___________________________________ 4, Gopal Nagar. ___________________________________Nandida Char Rasta, ___________________________________Bardoli-394601 ___________________________________


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Either party may change its address for notices hereunder by giving notice of suchchange in writing to the other party.

30. Severability of Provisions

Each provision of this Agreement shall be considered severable and if for any reasonany provision or provisions herein are determined to be invalid or contrary to anyexisting or future law, such invalidity shall not impair the operation of this Agreement oraffect those portions of this Agreement which are valid.

31. Background, Enumeration, and Headings

The Background, enumeration and headings contained in this Agreement are for

convenience of reference only and are not intended to have any substantivesignificance in interpreting this Agreement.

32. Survival

Dealer recognizes and agrees that its obligations under this Agreement shall survive thetermination of the Agreement, and Dealer shall be bound by such obligations aftertermination hereof.

33. Legal Relief

Dealer agrees that in the event Dealer breaches or threatens to breach any of thecovenants expressed herein, the damages to Company will be great and irreparableand default to quantify; therefore, Company may apply to a court of competentjurisdiction for injunctive or other equitable relief to restrain such breach or threat ofbreach, without disentitling Company from any other relief either at law or in equity. Inthe event that any or all of the covenants expressed herein shall be determined by acourt of competent jurisdiction to be invalid or unenforceable, by reason of its

geographic or temporal restrictions being too great, or by reason that the range ofactivities covered is too great, or for any other reason, these covenants shall beinterpreted to extend over the maximum geographic area, period of time, range ofactivities or other restrictions to which they may be enforceable.


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34. Terms and Conditions of License Grant

All licenses of Trademarks granted to Dealer under this Agreement or otherwise, shallbe subject to and in conformance with Companys terms and conditions, and the failureto do so constitutes a material breach of this Agreement allowing Company toimmediately terminate this Agreement without notice or penalty.IN WITNESS WHEREOF, and intending to be legally bound, the parties have executedthis Dealer Agreement under seal, effective the date first written above.

Company:Hi-tech Sweet Water Tech. Pvt. Ltd.

By:_____________________________(Mr. Vijay Shah, CEO)

Dealer: (must be officer or owner)_______________________________

Signature:________________________Printed name:_____________________Title:____________________________


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Schedule A- Territory

Company offers the following territorial rights to Dealer:1. Non-Exclusive TerritoryThe following geographical regions shall be considered the Territory for purposes of thisAgreement.________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________The foregoing definition is subject to the following exclusions;

___________________________________________________________________________________________________________________________________________________________

Dealers right to distribute Products in the Territory, unless earlier terminated asprovided for herein, will be valid for a period of five (1) year, beginning on the executeddate of this agreement. The Dealer Agreement may be extended at the end of thisperiod by the execution of another dealer agreement or extension agreement for thesame.

Company:

HI-TECH SWEET WATER TECH. PVT.LTD.By:______________________________

Printed Name: MR. VIJAY SHAH

Title: CEO

Dealer

By:______________________________

Printed Name:_____________________

Title: ____________________________


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Hi-tech Sweet Water Technologies Private LimitedRESELLER CERTIFCATE

Name ofPurchaser:_____________________________________________________________

Address ofPurchaser:___________________________________________________________

I HEREBY CERTIFY: That I hold valid Sales and Use Tax PermitNo.___________________issued pursuant to the Sales and Use Tax Law; that I am engaged in the business ofselling:______________________________________________________________________

_______I certify that the tangible personal property described herein which I shall purchase fromHi-tech will be resold by me in the form of tangible personal property: provided,however, that in the event any of such property is used for any purpose other thanretention, demonstration, or display while holding it for sale in the regular course ofbusiness, it is understood that I am required by Sales and Use Tax Law to report andpay tax, measured by the purchase price of such property or other authorized amount.

Description of property to be purchasedHI-TECH WATER TREATMENT PRODUCTS

Date_____________________20____Printed name of Purchaser (Companyname):________________________________________Phone: ( )__________________By andTitle:__________________________________________________________________(Signature of Purchaser or Authorized Agent)Printed name ofsigner:__________________________________________________________


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Dealer Profile

Thank you for the time you're investing in preparing your new HI-TECH dealer kit. Please fill out thisform completely. Our primary goal is to optimally serve you and your customers. This information helps usdo a better job at it.

CompanyName_______________________________________________________________________

Address____________________________________________________________________________

City________________________________State____________________________Zip_____________

Contact_____________________________________________Title____________________________

Telephone ( )__________________________ Fax ( )___________________________________

E-Mail______________________________________

Type of Business________________________________________________________________

Describe your customer base:________________________________________________________________________________________________________________________________________________________________________

Annual Sales Volume______________________________Products or services you offer

How many full-time employees on your staff? _________

Experience in water treatment Business - ____________

Income tax in figure paid last year _________________

PAN CARD NO._______________________

Sales Tax in figure paid last year____________________ (

SALE TAX NO.___________________________________________________

Deposit Amount.____________________

PROOF

1. ADDRESS PROOF

2. GUARANTOR

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