DEALER AGREEMENT THIS DEALER AGREEMENT entered into effective on the date this Agreement is signed by Dealer and Manufacturer, is between Frictional Drive Innovations, LLC, a Minnesota limited liability company whose principal place of business is located at 7745 Goedderz Rd Baxter MN 56425 (further referred to herein as “Manufacture’) and reseller, a limited liability company [corporation] (further referred to herein as “Dealer”). - Manufacturer is the developer and manufacturer of certain drive belts and related products for lawn and garden, agricultural, commercial, and construction industry.- Dealer is willing to provide sales services to promote and sell Manufacturer’s products on a nonexclusive basis as more particularly described in this agreement.
1. Scope of Agreement. Dealer agrees during the term of this Agreement to distribute and sell, among other products and services, Manufacturer’s products to retail customers, both Dealer and Manufacturer have the right to contract with additional dealers or Dealers of the Products and to sell the Products at retail. Dealer expressly acknowledges that in the provision of its services hereunder, it at all times will be acting as an independent contractor and not as an employee of Manufacturer, for all purposes, including Social Security withholdings and the withholding of all other taxes provided for under the Internal Revenue Code or under the statutes of any state or any other domestic or international taxing authority.
2. Minimum Advertised Pricing. “MAP” As frequently as Manufacturer shall determine, but not less than once during each calendar year during the term of this Agreement, Manufacturer will, designate through the pricing published on its website the then current minimum advertised price (“MAP”) for each of the Products it carries. Such MAP will remain as stated on the website until modified by Manufacturer. Dealer shall be responsible to periodically review Manufacturer’s website to confirm it is advertising the products consistent with the current MAP for each of Manufacturer’s products it publicly advertises for sale. Dealer shall regularly remind all of the locations at which it or its dealers and retailers publicly advertise Manufacturer’s Products for sale through Dealer that the MAP is subject to change without notice and that they are responsible for periodically reviewing Manufacturer’s website (at least once each month) to confirm the current MAP for each of Manufacturer’s products it advertises for sale. Dealer shall also confirm the continuing agreement of all of the locations at which its dealers and retailers advertise Manufacturer’s Products for sale that it will at all times abide by the limitations and requirements published by Manufacturer and to refrain from publicly advertising Manufacturer’s Products at a price that is below the established MAP for each such product.
3. Confidential Information. Dealer agrees to not distribute or share any special pricing with end users, customers, or competitors.
4. Term and Termination. In the event Dealer elects to return the Products, Dealer agrees that it will pay Manufacturer a restocking fee up to but no more than twenty percent (20%) and assume and pay the shipping and all other related costs necessary to return the Products to Manufacturer and to vest in Manufacturer full and complete title to the Products. All discontinued products are nonrefundable.
