Sales Representative Agreement
This Agreement (“Agreement”) is made and effective on by and between [First Name, middle name, surname] of [full permanent address] Passport Number [Insert] born on [insert] (“Representative”) and [company name] of [full address], Company Registration Number [number].
In consideration of the mutual promises contained herein, the parties agree as follows:
As used herein, the following terms shall have the meanings set forth below:
“Products” shall mean the following of Company’s products to be sold by Representative:
“Territory” shall mean the following described geographic area and/or specific accounts: Russian Federation, United Kingdom, Ukraine, Belarus, Latvia, Lithuania, Estonia, Poland.
Company hereby appoints Representative as its sales Representative for the Products in the Territory, and Representative hereby accepts such appointment. Representative’s sole authority shall be to solicit orders for the Products in the Territory in accordance with the terms of this Agreement. Representative 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 Representative’s authority to make agreements on behalf of the Company with the customer.
Representative shall use its best efforts to promote the Products and maximize the sale of the Products in the Territory. Representative 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. Representative 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. Representative shall report weekly to Company concerning sales of the Products and competitive promotional ad pricing activities. Representative will devote adequate time and effort to perform its obligations. Representative 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.
Company reserves the right to solicit orders directly from and sell directly to any end users or other retail buyers within the Territory. Representative’s task is to solicit orders from all potential wholesale customers in the Territory including original equipment manufacturers, distributors, resellers, dealers, value-added resellers, telemarketing companies and retail distribution chains, unless agreed otherwise else in this agreement.
Conflict of Interest.
Representative 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, Representative 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. Representative 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.
Representative 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 Representative to create or assume any obligation on behalf of Company for any purpose whatsoever. Representative is not an employee of Company and is not entitled to any employee benefits. Representative shall be responsible for paying all income taxes and other taxes charged to Representative on amounts earned hereunder. All financial and other obligations associated with Representative’s business are the sole responsibility of Representative.
Indemnification by Representative.
Representative 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 Representative, its employees or its agents.
Indemnification by Company.
Company shall indemnify and hold Representative 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 or failure of Company to provide any products to a customer that has properly ordered through Representative.
Sole Compensation. Representative’s sole compensation under the terms of this Agreement shall
be a commission computed as follows:
a percentage of actual payments received by Company
Basis of Commission. The Commission shall apply to all orders solicited by Representative 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 Representative receives the initial inquiry from outside the Territory) unless otherwise agreed in writing by Company. Commissions shall be computed on the net amount paid by customer.
Time of Payment. The commission on a given order shall be due and payable when paid by the customer and be due within 10 days after such payment is received.
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 Representative’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 Representative shall not exceed of the sales price. Payment to Representative upon receipt of customer payments and for the percentage agreed upon eliminates most of these areas for dispute, which the parties acknowledge herein.
Representative has to keep a careful record of all their clients and if in doubt about their commission from the sales, the Representative can follow up the order value with the client. Each invoice will have a unique reference associated with each representative. The Representative accepts that the final order value will be deemed as conclusive only upon confirmation by the Company and the Client.
Sale of the Products.
Prices and Terms of Sale. Company shall provide Representative with copies of its current price lists, delivery schedules, and standard terms and conditions of sale, as established from time to time. Representative 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 Representative. 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 Representatives shall contain a statement to that effect.
Quotations. Representatives shall promptly furnish to 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 in writing, and the originals shall be submitted to Company. All orders can be completed and overseen by the Representative who will have a Company email account assigned to them. Under no circumstances, are the representatives allow to change the password of their individual accounts as this will constitute a dishonest act and a breach of this contract Should a representative decide to change the password of their Company account assigned to them by the Company for security reasons, they must contact the Company in the first instance to receive approval.
Acceptance. All orders obtained by Representative shall be subject to final acceptance by Company at its principal office and all quotations by Representatives shall contain a statement to that effect. Representative 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.
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 Representative shall at Company’s request assist in such collection efforts.
Enquiries from Outside the Territory. Representative shall promptly submit to Company, for Company’s attention and handling, the originals of all enquiries received by Representative from customers outside the Territory. The Company and Representative will decide who will handle the enquiry.
Term and Termination.
Term. This Agreement shall commence on [insert date] and continue for one year thereafter, unless terminated earlier as provided herein. This Agreement shall continue until terminated upon at least 30 Days written notice by either party. 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.
Return of Materials. All of Company’s trademarks, trade names, patents, copyrights, designs, drawings, formulas or other data, photographs, demonstrators, literature, and sales aids of every kind shall remain the property of Company. Within 10 days after the termination of this Agreement, Representative shall return all such items to company at Representative’s expense. Representative 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, Representative shall cease to use all trademarks, marks and trade name of Company. The Representative will have to surrender all their clients to the company and notify the clients that they are no longer acting as a representative for the Company. Upon the termination of the contract, the Representative cannot engage in the Company’s activity for a period of one year and use any information acquired during the course of their involvement with the Company, in particular, the client database.
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 Representative. Company’s sole liability under the terms of this Agreement shall be for any unpaid commissions.
Representative 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. Representative 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. Representative 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 Representative of any confidential information of Company, and Representative shall not manufacture or have manufactured any devices, components or assemblies utilising Company’s patents, inventions, copyrights, know-how or trade secrets.
Any notices required or permitted by this Agreement shall be deemed given if sent by certified mail, postage repaid, return receipt requested or by recognized an over night delivery service such as FedEx:
If to Company: [IGNORE].
(Name & Address)
If to Representative: [insert your full address].
(Name & Address)
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.
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.
This Agreement shall be construed and enforced according to the laws of England and Wales and any dispute under this Agreement must be brought in this venue and no other.
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.
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.
This Agreement was agreed to on the date written above.
SIGNED by [name], DIRECTOR
For and on behalf of the Company
In the presence of: <Name>. . . . . . . . . . . . . . . . . . . . . . . . . .
SIGNED by <Name> . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
For and on behalf of the Representative
In the presence of: <Name>. . . . . . . . . . . . . . . . . . . . . . . . . .