THIS RESELLER AGREEMENT is entered into on [insert date]
(1) [insert name of your company] whose principal place of business is at [insert
your physical address], [insert your city], XXX, United States of America,
[insert zip code] (the Company)
(2) [insert name of the reseller company] whose principal place of business is at
[insert reseller’s physical address], [insert reseller’s city], Florida, United States
of America, [insert the zip code] (the Reseller)
(A)           The Company wishes to extend the area in which sales are made to
Florida [insert details] .
(B)           The Reseller is willing to resell the products listed in Schedule 1 to
this Agreement in the Florida [insert details].
(C)           The Company has agreed to appoint Reseller for an initial term as
its Non-exclusive reseller of Products in the Territory and the Reseller has
agreed to accept such appointment subject to the terms and conditions of this
(D)           The Reseller also markets/resells various products, including in
particular [insert details of the products], but these do not compete with the
Company’s products and, prior to the discussions with the Company leading to
this Agreement, had neither the capacity nor the intention to resell any products
competing with the Company’s products.
IT IS AGREED as follows:
1.              Interpretation
In this Agreement, unless the context otherwise requires the following
expressions shall have the following meanings:
Business Day means a day on which banks are open in Florida [insert details]
for the transaction of business (excluding Saturday);
Resell Rights means the right to resell the Products;
Intellectual Property means statutory and other proprietary rights in respect of
copyright and neighboring rights; all rights in relation to inventions, patents,
plant varieties, registered and unregistered trademarks, registered and
unregistered designs, circuit layouts and confidential information; and all other
rights with respect to Intellectual Property as defined in Article 2 of the July
1967 Convention Establishing the World Intellectual Property Organization as

may be applicable to the Products and to any advertising and promotional
material and any technical materials associated with the supply of the Products;
Materials means hard copy or electronic documentation created by or for the
Company comprising designs, specifications, forms, instructions, manuals,
marketing and advertising copy and artwork, and certificates of analysis, testing,
and compliance, relating to the Products.
Products means the products listed in Schedule 1 as from time to time packaged,
altered, added to or withdrawn by the Company;
Territory means the geographical area set out in Schedule 2;
Trademarks means the trademarks and trade names set out in Schedule 3;
Force Majeure means in relation to either party, any circumstances beyond the
reasonable control of that party (including, without limitation, any strike, lockout or other
form of industrial action).
1.2       Any reference in this Agreement to ‘writing’ or cognate expressions
includes a reference to e-mail, facsimile transmission, or comparable means of
1.3       Any reference in this Agreement to an enactment shall be construed as
a reference to that enactment as amended, reenacted or extended at the
relevant time.
1.4      The headings in this Agreement are for convenience only and shall not
affect its interpretation.
2.              Appointment and Term
2.1           The Company appoints the Reseller from the date of this Agreement as its
Non-exclusive reseller for the purpose of reselling, installing, supplying spare parts and
maintaining the Products under the Trademarks within the Territory.
2.2           This Agreement shall remain in force for an initial term of 2 years and shall
continue in full force and effect (unless terminated in accordance with clause 10) until
terminated by either party giving to the other not less than 3 months written notice
expiring on or after the expiry of such initial term.
3.              Purchase of products
3.1           The Reseller shall buy its entire requirements for Products from the Company
on the Company’s then current terms of sale and at the Company’s then current
reseller list price.  The provisions of this Agreement shall prevail if there is any conflict
between this Agreement and the Company’s terms of sale.  The Company’s current
terms of sale are attached hereto as Appendix A. Any terms appearing on the
Reseller’s individual purchase orders, or any other documents issued by the Reseller,
shall be wholly inapplicable to the sale of Products, and the terms of this Agreement
shall prevail.

3.2           This Agreement does not constitute an order by the Reseller for any Products
or an acceptance by the Company of any order placed by the Reseller.  The Company
shall be under no obligation to supply any Products to the Reseller until it has received
and accepted an order from the Reseller which complies with its terms of sale then in
3.3           The Reseller shall not be entitled to any priority in the supply of Products over
the Company’s other customers. Any date of delivery of the Products quoted by will,
unless otherwise expressly agreed in writing, be an estimate only and will not be of the
essence of the contract.
3.4           The Company:
(a)            may at any time by written notice withdraw items from and add items to the list
of Products.
(b)            will inform the Reseller in writing of any improvements to existing Products or
new Products developed by the Company which in the opinion of the Company are
suitable for marketing in the Territory.  Within one month of the date of such notice the
Reseller may by written notice to the Company choose to include such new or
improved Products within the terms of this Agreement.
3.5           The Reseller shall keep a sufficient stock of Products and shall report
movements in such stock levels to the Company as it requests from time to time.
3.6  (a) The minimum purchase target for Products in the Territory for the duration of
this Agreement is, subject to clause 3.6(b) below, set out in Schedule 4 (the Targets).
(b)  The Targets shall be increased by 10 % on the first anniversary date of this
Agreement in respect of the next following calendar year following and, similarly, such
sum (as increased pursuant to this clause 3.6) may be increased by a further 10 % on
each subsequent anniversary date for each subsequent calendar year following.
(c)            If the Reseller fails to achieve the Targets in any calendar year, then the
Company may within 1 month of the end of the relevant calendar year give the Reseller
1 month written notice that that the Reseller shall cease to have any Reseller Rights
pursuant to this Agreement in which event this Agreement shall be terminated.
3.7           The Reseller shall keep full and separate accounts and records of the supply of
the Products as the Company directs from time to time.  The Reseller shall within 14
days of each sale of Products provide the Company with a copy of the invoice sent to
its customer and shall permit the Company and its representatives on reasonable
notice to inspect, copy and verify the records during and after the term of this
4.              Sale of the products
4.1           The Reseller shall:
(a)            sell the Products on its own behalf and not on behalf of, or in the name of, the

(b)            use its best efforts to publicise and promote the use of the Products throughout
the Territory and work diligently to obtain orders for them;
(c)            not advertise for, canvass or otherwise seek orders for Products from
customers outside the Territory;
(d)            not establish any branch, subsidiary or depot for the supply of Products outside
the Territory;
(e)            not be involved directly or indirectly in the production or supply within the
Territory of any products which in the Company’s reasonable opinion compete with or
perform substantially similar functions to the Products;
(f)             take good care of Products in its possession or control and only supply those
Products which are in good condition; and
(g)            allow the Company or its representative to enter any of its premises to inspect
any of the Products in the Reseller’s possession.
(h)        provide a prompt and efficient after sales service for customers to whom it has
sold Products in the Territory at its own cost;
4.2           Selling prices for the sale of the Products in the Territory by the Reseller shall
be established and revised from time to time by the Reseller.
4.3           The terms on which the Reseller sells Products to its customers shall provide
that such customers shall have no claim in law, contract or otherwise against the
Company based on the use, possession or resale of the Products provided that the
Reseller may give its customer any express warranty that is incorporated into the
contract of sale between the Company and the Reseller in relation to the Products sold
to it pursuant to such contract.  Any other warranty or representation given by the
Reseller shall be its exclusive responsibility.
4.4           All orders delivered to the Reseller shall be delivered as otherwise agreed upon
in writing.
4.5           Payment by the Reseller will be made in full within 14 days of the invoice date,
in United States Dollar.
4.6 Unless otherwise agreed, the Products are not insured by the Company
4.7 The risk of damage to or loss of Products will pass to Reseller upon delivery of the
4.8 Notwithstanding that risk in Products may pass to the Reseller, property in and title
to Products will not pass to Reseller until those Products and all other amounts owed to
the Company by the Reseller (regardless of any credit period) have been paid for in full
and until then:
(a) the Reseller will hold the Products as fiduciary bailee of ;
(b) the Reseller may sell the Products in the ordinary course of its business and will
hold the proceeds of sale in a separate account and account to the Company for those
proceeds; and

(c) may require Reseller to return the Products to it on demand and may enter upon the
premises of Reseller to inspect or repossess the relevant Products.
4.9 Except to the extent specified in this agreement, sales of Products to Reseller are
to be governed by Terms of Sale under Appendix A, as notified to the Reseller by from
time to time. The Company may vary the Terms of Sale in its sole discretion, but not
retrospectively. In the event of inconsistency between this agreement and the Terms of
Sale, this Agreement prevails to the extent of the inconsistency.
5.              Reseller’s general duties
5.1           The Reseller shall:
(a)            act diligently and use its best endeavours to maximise sales of the
(b)            comply with the Company’s reasonable instructions and act beneficially and
loyally to the Company and shall not do anything to prejudice the sale of Products in
the Territory;
(c)            conduct its business in a responsible and ethical manner and in accordance
with all laws applicable to the Territory and at its own expense obtain all necessary
permits, consents and licences to enter this Agreement and perform its duties within
the Territory;
(d)            maintain an adequate number of qualified staff to enable it promptly and
efficiently to perform its obligations;
(e)       submit such business plans, marketing information and sales forecasts, reports
and other such information as the Company shall from time to time require;
(f)             participate as requested in the Company’s promotional and training activities;
(g)            keep the Company informed of any complaint or dispute concerning Products
supplied by the Reseller;
(h)             ensure that the Products are installed and used in conformity with the
Company’s technical handbook/instruction manual as from time to time amended;
(i)            not make any modification to any of the Products save as the Company may
from time to time authorise in writing.
5.2           The Reseller may only describe itself as the Company’s authorised reseller for
the Products in the Territory.  The Reseller shall sell the Products as principal and shall
not incur any liability on behalf of the Company.  Any representations made or
agreements entered into by the Reseller in relation to the Products or otherwise shall
be its exclusive responsibility.
5.3           The Reseller shall not alter, remove, or obliterate the packing in which the
Company supplies a Product or any of the Company’s markings, notices or means of
identification which are part of, or affixed to, the packaging of any Product.  The
Reseller shall not apply the Trademark to any item other than a Product, or supply or
offer to supply any item in such a way as to mislead purchasers or prospective
purchasers into thinking that it is a Product.

5.4 The Reseller must establish and maintain facilities and retain employees and sales
staff knowledgeable in and conversant with all aspects of the Products, adequate to
promote, resell and market the Products in a proper and businesslike manner. Those
employees must include at least one full time product manager/specialist for the
Products, who is capable of training and supervising Reseller’s other sales, marketing,
and technical staff in relation to Products.
5.5 During the term of this agreement, the Reseller must not, without the prior written
consent of the Company, resell, sub-license, promote or solicit within the Territory,
orders for any product lines which directly compete with the Products.
5.6 The Reseller must at all times observe a duty of good faith to and upon request by
provide such assistance and co-operation as practicable.
5.7 The Reseller must not, without the prior written consent of, re-package, copy, alter,
modify, or in any way interfere with the Products or directly or indirectly export the
Products outside the Territory in any form whatsoever.
5.8 The Reseller must faithfully comply with all usage instructions for the Products and
in any Materials provided. Reseller must also maintain a program of tracking and
monitoring shelf lives of all Products that are in Reseller’s inventory. Reseller agrees
not to resell any Product after the date of shelf life has expired and shall indemnify and
hold harmless from any damages, costs, claims, liabilities, or actions resulting from
such sale of Products.
6.              Company’s general rights and duties
6.1  The Company may remove from the Territory any geographical area or category of
customers with immediate effect by giving the Reseller written notice if it considers that
the Reseller is failing to perform its obligations under this Agreement in respect of such
geographical area or category of customers.
6.2           The Company shall:
(a)            provide the Reseller with such Technical assistance as it may from time-to-time
reasonably request (including site visits);
(b)            train a reasonable number of the Reseller’s staff in knowledge in respect of the
Products and their servicing;
(c)            provide the Reseller, upon request, with such manuals, marketing aids and
publicity material as the Company may from time to time make available; and
(d)            advertise the Products in the Territory in such manner and to such extent as it
considers fit.
6.3 The Company will provide Reseller or its employees with such training in the
marketing and installation of the Products and the use of the Materials, as
considered reasonably necessary in its sole discretion to enable Reseller to resell the
Products and promote the use of the Products and Materials pursuant to this
7.              Confidentiality

7.1           The Reseller shall treat as confidential all information which the Company may
make available to it pursuant to this Agreement or the negotiations in respect thereof
("the Confidential Information") and shall not without the prior written consent of the
(a)            exploit any part of the Confidential Information save as is reasonably necessary
to enable it to sell the Products; or
(b)            disclose any part of the Confidential Information other than to its employees or
customers (or potential customers) who need to know the Confidential Information for
the purpose of this Agreement provided that:
(i)      such person is made aware prior to the disclosure of the proprietary and
confidential nature of the Confidential Information; and
(ii)      such person owes an express duty of confidence to the Reseller, which
the Reseller shall enforce.
7.2           The Reseller may disclose, in general terms, relevant parts of the Confidential
Information to customers and potential customers but only so far as is necessary in
good faith to promote the sale of the Products.
7.3           The Rights, the Confidential Information and all proprietary and intellectual
property rights in the Products shall belong to the Company.
7.4           The Reseller shall promptly notify the Company of any infringement of the
Rights or Confidential Information in the Territory, and of any claim that the import or
sale of Products into the Territory infringes any person’s rights, of which it may become
aware and shall at the request and expense of the Company take such action in
respect of the infringement, or claim, as the Company may request.
7.5           The provisions of this clause 7 shall remain in force after the termination of this
Agreement for any reason.
8. Intellectual Property
8.1 The Reseller may use the Intellectual Property rights as the Company may from
time to time authorise in writing exclusively in performing its duties in this Agreement,
solely in connection with the resale of the Products in the Territory pursuant to this
agreement. The Company does not warrant that any Intellectual Property rights relating
to the Products are or will be valid, or that the resale of the Products does not or will
not infringe the rights of third parties.
8.2 The Reseller agrees to:
(a) use the Intellectual Property only in accordance with the conditions which are set
down by or by any third party owner of the Intellectual Property;
(b) notify promptly of any actual or suspected infringement of the Intellectual Property
and ail relevant information known to Reseller concerning such an infringement;
(c) take reasonable action as may be specified by at the expense of the Reseller
concerning the infringement;

(d) procure from any of its employees or agents instruments binding them to the same
duties as are set out in this clause if requests this.
8.3   The Reseller shall not take any action which may adversely affect the Intellectual
Property rights or the Company’s title to them and shall not gain any title to the
Intellectual Property rights.
8.4 The Company is entitled to control the manner in which Reseller uses the Trade
Marks. If the Company objects to the manner in which the Reseller is using or allowing
the Trade Marks to be used, whether on Products or in advertising and promotional
materials or otherwise, Reseller agrees promptly to remedy the situation to the
Company’s satisfaction.
8.5 The Reseller must not:
(a) use any mark or logo embodying any portion of the Trade Marks or any adaptation
thereof which is similar to or substantially similar to or so nearly resembles any of the
Trade Marks as to be likely to cause deception and confusion among the public;
(b) use the Trade Marks accompanied by words describing the Products or any of them
unless the Trade Marks are distinguished from the descriptive surrounding and
adjacent text;
(c) use the Trade Marks either by themselves or as part of any other identification or
name in relation to any products, goods or services not manufactured, produced,
provided or supplied by or in conformity with standards, samples or directions; or
(d) publish any advertising, promotional and other related materials displaying the
Trade Marks that does not conform to the approved standards communicated from
time to time by the Company.
8.6 The Reseller must use its best endeavours to preserve the value and validity of the
Trade Marks and in particular, must use each of the Trade Marks only in the manner
appearing in Schedule 3.
9.              Liability
9.1           The Reseller acknowledges that it has examined and tested to its satisfaction
samples of each of the Products current at the date of this Agreement.
9.2           Unless stated in this Agreement or expressly agreed in writing and signed by
an authorised signatory of the Company, no term, condition or warranty (whether
express or implied) as to the nature, quality or fitness of the Products for any purpose
or their conformity with any sample shall be part of any contract between the Company
and the Reseller.  The Reseller acknowledges that the Company has not given any
warranty that the Products are fit for a particular purpose or will achieve any particular
performance criteria.
9.3           In no event shall the Company be liable for any indirect, special, incidental or
consequential damages (including loss of profits) resulting from the Company’s
performance or nonperformance of its obligations under this Agreement or the
Reseller’s or any third party’s purchase, use, possession or disposal of the Products
provided under this Agreement.

9.4           The Reseller must take and out maintain during the Term, to the extent
available on reasonable commercial terms:
(a) a comprehensive public and products liability policy to cover all sums which it may
become legally liable to pay as compensation consequent upon:
(i) death of, or bodily injury (including disease or illness) to, any person; and
(ii) loss of, or damage to, property,
happening anywhere in the Territory arising out of or in connection with the activities to
be carried out under this Agreement. The limit of liability provided by this policy for
each and every event must be not less than US$10 million, and such policy must
include a cross liability clause. This cross liability clause must provide that each insured
is insured in its own right, and provide a waiver of subrogation by the insurer of any
rights of subrogation it might have against other insureds;
(b) insurance in respect of all claims and liabilities arising, whether at common law or
under statute relating to workers compensation or employer’s liability, from any
accident or injury to any person employed by Reseller in connection with the exercise
of the Resell Rights and Reseller must ensure that all sub¬contractors are similarly
insured in respect of their employees.
This insurance must be in compliance with the laws of the relevant jurisdiction in which
the resale of Products occurs;
9.5 The Reseller must ensure that all policies of insurance required to be taken out by it
under this agreement include as a named co-insured.
9.6 The Reseller must notify immediately of any cancellation of the policy and of any
change to a relevant insurance policy which affects interests.
9.7 If any event occurs which may give rise to a claim involving under any policy of
insurance to be taken out by the Reseller under this clause then the Reseller must:
(a) notify within 14 days of that event; and
(b) ensure that is kept fully informed of any subsequent actions and developments
concerning the relevant claim.
9.8 At request, the Reseller must produce evidence that the Reseller is maintaining the
insurances required by this clause.
9.9 The Reseller’s obligations to insure under this clause are material obligations of this
agreement. Without limiting rights at law in equity or otherwise under this agreement,
any failure by Reseller to comply with a provision of this clause entitles to terminate this
agreement and to set off against any sum payable to Reseller all costs and expenses
incurs in taking out and maintaining a policy of insurance, which Reseller has failed to
take out as required.
10.           Termination of this agreement
10.1         Either party shall have the right at any time by giving notice in writing to the
other to terminate this Agreement forthwith if the other party commits a breach of any

of the terms and conditions of this Agreement and fails to remedy such breach within
30 days from receipt of notice in writing from the first party specifying such default.
10.2         The Company shall have the right to terminate this Agreement forthwith by
written notice to the Reseller without affecting its accrued rights and without entitling
the Reseller to receive any compensation:
(a)            if the Reseller fails to achieve any of the Targets;
(b)            if the Reseller engages in conduct which the Company considers prejudicial to
its interests;
(c)            if any material alteration is made to the ownership, management or control of
the Reseller without the Company’s prior written consent; or
(d)            if the Company believes that the Reseller is unable to pay its debts as they fall
due or will cease to carry on business as a going concern or will cease to be in a
position to fulfil this Agreement for any reason of bankruptcy, insolvency or otherwise.
10.3         On termination of this Agreement for any reason:
(a)            the Reseller shall forthwith stop using the Rights;
(b)            the Reseller shall not represent that it is still in any way connected with the
Company and shall not carry on business under any name or style or in such a manner
as to cause confusion with the Company’s business;
(c)            the Reseller shall promptly return to the Company (or as it directs) all property
of the Company and all embodiments of the Confidential Information and copies
thereof in its possession or control and such details of all customers to whom it has
sold any Products;
(d)            the Company shall have the option (exercisable by written notice given within
30 days of termination) to repurchase from the Reseller all or part of the Reseller’s
stock of Products paid for but not sold by the Reseller or needed to fulfil customers’
orders accepted prior to termination (of which the Reseller shall give the Company an
inventory) at a price equal to that paid by the Reseller to the Company plus any
transportation and insurance costs borne by the Reseller in delivering such Products
together with a reduction in respect of damage to the Products and any monies owed
by the Reseller to the Company under the provisions of this Agreement;
(e)            the Company shall have the right to cancel all unfulfilled orders of the Reseller
previously accepted by the Company with the exception of orders required by the
Reseller to fulfil contracts with customers entered into prior to termination (of which the
Reseller shall give the Company an inventory);
(f)             the Reseller shall on demand return to the Company all Products in respect of
which payment in full has not been received by the Company;
(g)            the Reseller shall destroy in the presence of the Company or its representative,
any Products which the Company certifies are damaged, unsaleable, obsolete or

(h)            the Reseller shall so far as possible assign or transfer the benefit of any
permits obtained in respect of this Agreement pursuant to Clause 5.1(c) to the
Company or as it may direct.
11.           Force majeure
11.1         If either party is affected by Force Majeure it shall promptly notify the other
party of the nature and extent of the circumstances in question.
11.2         Notwithstanding any other provisions of this Agreement neither party shall be
deemed to be in breach of this Agreement, or otherwise be liable to the other, for any
delay in performance or other non performance of any of its obligations under this
Agreement to the extent that the delay or non performance is due to Force Majeure of
which it has notified the other party and the time for performance of that obligation shall
be extended accordingly.
12.           General
12.1         The rights and obligations of Reseller under this agreement are personal. The
Reseller shall not mortgage, charge or assign any rights or transfer, delegate or
subcontract the performance of any obligation under this Agreement without the
Company’s prior written consent.
12.2         The Reseller and the Company are independent contractors and the Reseller
is not, and shall not represent itself to be, a partner, joint venturer, agent, employee or
representative of the Company.
12.3         All notices which are required to be given hereunder shall be in writing and
shall be sent to the address of the recipient set out in this Agreement.  Each party shall
promptly notify any change of address to the others in writing.  Any notice posted shall
be deemed to have been received 3 days after posting, and any notice given in any
other manner shall be deemed to have been received at the time when in the ordinary
course it would have been received.
12.4         No waiver of any rights arising under this Agreement shall be effective unless
in writing and signed by a duly authorised signatory of the party against whom the
waiver is to be enforced.  No failure or delay by either party in exercising any right,
power or remedy under this Agreement (except as expressly provided herein) shall
operate as a waiver of any such right, power or remedy.
12.5         If any provision of this Agreement should become illegal or void for any reason,
the validity of the remaining provisions shall not be affected and the parties shall enter
into negotiations in good faith to find a replacement for the provision which is of similar
economic effect.
12.6         No addition to or modification of any provision of this Agreement shall be
binding upon the parties unless made by a written instrument signed by a duly
authorised signatory of each of the parties.
12.7        This Agreement sets out the entire agreement and understanding
between the parties with respect to the subject matter hereof.  This Agreement
supersedes all previous agreements, arrangements and understandings
between the parties with respect to the subject of this Agreement, which shall
cease to have any further force or effect. It is agreed that:

(a)             neither party has entered into this Agreement in reliance upon any
representation, warranty or undertaking of the other party which is not expressly
set out or referred to in this Agreement, and all conditions, warranties or other
terms implied by statute or common law are hereby excluded to the fullest
extent permitted by law;
(b)           a party may claim in contract for breach of Warranty under this
Agreement but shall have no claim or remedy under this Agreement in respect
of misrepresentation (whether  negligent or otherwise, and whether made prior
to, and/or in, this Agreement) or untrue statement made by the other party;
(c)            this clause shall not exclude any liability for fraudulent
13.           No Rights under Contracts for Third Parties
13.1        A person who is not a party to this Agreement shall have no right
under any law to enforce any of its terms.
14.           Arbitration and Proper law

This document is governed by and are to be construed in accordance with the
laws of Florida applicable therein.
Each party irrevocably and unconditionally submits to the exclusive jurisdiction
of the courts of Florida (and any court of appeal) and waives any right to object
to an action being brought in those courts, including on the basis of an
inconvenient forum or those courts not having jurisdiction.
15.           Notices and service
15.1        Any notice to be given by one party to the other party under, or in
connection with, this Agreement shall be in writing and signed by or on behalf of
the party giving it.  It shall be served by sending it by email to the address set
out in clause 15.2, or delivering it by hand, or sending it by prepaid recorded
delivery, special delivery or registered post, to the address set out in
clause 15.3 and in each case marked for the attention of the relevant party (or
as otherwise notified from time to time in accordance with the provisions of this
clause 15).  Any notice so served by hand, e-mail, fax or post shall be deemed to
have been duly given:

a. in the case of delivery by hand, when delivered;
b. in the case of fax or electronic mail on a Business Day prior to 5.00 pm, at the
time of receipt;
c. in the case of prepaid recorded delivery, special delivery or registered post, at
10am on the second Business Day following the date of posting
provided that in each case where delivery by hand or by fax occurs after 5pm on a
Business Day or on a day which is not a Business Day, service shall be deemed to

occur at 9am on the next following Business Day. References to time in this clause are
to local time in the country of the addressee.
References to time in this clause are to local time in the country of the
15.2        The addresses  of the parties for the purpose of clause 15.1 are as
[insert name of your company]
Address: [insert your physical address]
[insert your city]
United States of America
[insert zip code]
E-mail: [insert your company contact email]
For the attention of: [insert name of contact person from your company]
[insert name of the reseller company]
Address: [insert reseller’s physical address]
[insert reseller’s city]
United States of America
[insert the zip code]
E-mail: [insert reseller email address]
For the attention of: [insert name of contact person from the reseller company]
15.3        A party may notify the other party to this Agreement/ of a change to its
name, relevant addressee, address or fax number for the purposes of this
clause 15, provided that, such notice shall only be effective on:
(a)            the date specified in the notice as the date on which the change is to
take place;  or
(b)           if no date is specified or the date specified is less than five Business
Days after the date on which notice is given, the date following five Business
Days after notice of any change has been given.
15.4        All notices under or in connection with this Agreement shall be in the
English language or, if in any other language, accompanied by a translation into
English.  In the event of any conflict between the English text and the text in any
other language, the English text shall prevail.

15.5        Service of any legal proceedings concerning or arising out of this
Agreement shall be effected by causing the same to be delivered to the party to
be served at its principal place of business as specified in this Agreement, or to
such other address as may from time to time be notified in writing by the party

AS WITNESS this Agreement has been signed by the duly authorised
representatives of the parties the day and year above written.

for and on behalf of [insert name of your
company] )


for and on behalf of [insert name of the reseller
company] )



Schedule 1


[insert description of the products]

Schedule 2

Florida [insert details]

Schedule 3
Schedule 4
Purchase Targets

[insert details]

Appendix A
Company’s Terms of Sale

1.              Payment
1.1           The prices contained in the Company’s price lists do not include any
applicable sales duties or other taxes which may be chargeable in connection with the
supply of the Products to the Reseller which the Reseller shall pay in addition to the
price. These prices are (unless otherwise specified) exclusive of any packing,
insurance, delivery or transportation charges.
1.3           If full payment is not made on the due date then interest shall thereafter be
payable on the outstanding balance at the rate of 10 per cent. above the minimum
lending rate of Florida’s Bank from time to time in force per month compounded
monthly until payment.
1.4           The Company shall have the right to invoice the Reseller in respect of a
partial delivery of the Products.
1.6           The Company shall have the right to suspend delivery if it reasonably
believes that the Reseller will not make payment in accordance with these terms.
2.              Delivery
2.1           The Company shall procure the delivery of the Products to the Reseller by
any means or route which it selects and (unless otherwise agreed in writing) the
Company may deliver the Products in such batches or instalments as it considers
2.2           Dates and times given for the delivery of Products are given as estimates
only and shall not constitute a term or condition of any contract between the Company
and the Reseller, and any delay in completion shall not constitute a breach of such
contract and time shall not be of the essence.  While the Company will endeavour to
meet any time estimate, it reserves the right to amend any estimate without notification

and the Company shall not be liable to the Reseller for loss or damage resulting from
delay in delivery or failure to deliver from any cause including negligence.
2.3           If a contract is for the delivery of Products by instalments then failure by the
Company to deliver one or more instalment(s) shall not entitle the Reseller to claim
compensation or to terminate or suspend such contract and/or reject those or
subsequent deliveries.
2.4           If the Reseller does not accept delivery of the Products in accordance with
this paragraph 2, the Company may arrange for the storage of the products on the
Reseller’s behalf but without the liability for any loss or damage occurring after the
agreed delivery date.  The Reseller shall, in addition to the price, pay on demand all
reasonable charges for storage, insurance and transport occasioned by its failure to
take delivery.
2.5           The Company shall not be liable for any shortage on receipt by the Reseller
unless notified in writing within 30 days.  The Company shall not be liable in any event
for any loss or damage to Products in transit.  If, however, the Company is notified of a
claim relating to loss of or damage to Products in transit within such time limit as the
carrier may impose, it will endeavour to pass on to the Reseller the benefit of any claim
the Company may have against the carrier.
3.              Warranty
The Company undertakes to replace any Products proved to its reasonable satisfaction
to be defective provided that:
(a)            the Reseller promptly informs the Company on the discovery of the alleged
defect and returns the Products, carriage paid, with a full written report on the defect to
the Company as soon as possible and no later than 4 weeks after delivery; and
(b)           the Products have been stored with all proper care and in accordance with
the Company’s recommendations; and
(c)            the defect derives solely from the Company’s materials and not for any
reason referred to in paragraph 2.5 above; and

(d)           the Reseller has paid for the Products in full.

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