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Complete this Agreement:



DEALERSHIP AGREEMENT
after submission you will receive a signed and dated copy.

Comments:

Dealer Licensee Agreement




Effective Date:  day of 20.
Agreement is by and between PaintlessScratchRepair.com located at
2398 Commercial Way, Unit 248 Spring Hill, Florida 34606 USA (hereinafter, "Company")

AND

Dealer’s Business Name:


   *First & Last Name            

   *Address                     
  
   *City                          
    
   *State                        Zip 
  
   *Country                      
  
   *E-Mail                      
   *Biz Phone                   
   *Cell Phone                  , a

Individual
Corporation
Partnership
LLC
Sole Proprietor
  Licensee, (hereinafter,Dealer)

 

Summary
Company and Licensee agree that Licensee will act as an authorized Dealer for Company Products according to the following terms and conditions:

Appointment & Territory

Company appoints Dealer as independent dealer to operate within a nonexclusive territory, as listed in Exhibit B “Dealers Nonexclusive Territory”, to use Company Products listed in Exhibit A "Company Products" during the term of this Agreement.

1.        Price & Terms

 

1.1        Dealer will purchase Company Products at the, terms and conditions defined in this agreement, which Company may change at any time.

1.2        All Dealer orders will require payment in advance by check, money order, or credit card.

1.3        Notwithstanding any other terms or provisions of this Agreement, should Dealer default in monthly or other such paymentswhen due, or fail to comply with any provisions of this Agreement, Company may refuse the future sales of all PSR Products to Dealer, and may take such other action as it may deem necessary to protect its interest, it being understood that the remedies contained in this section are cumulative and in addition to all other rights and remedies of Company.

2.        Shipments, Cancellations & Changes

 

2.1        Dealer may request shipment up to Ninety (90) Days after order date. The Shipments are subject to availability. Company reserves the right to schedule and reschedule any order, in Company's discretion, and to decline any order for credit reasons or because the order specifies an unreasonably large quantity or makes an unreasonable shipment request.

2.2        Dealer may cancel a shipment or request changes in a scheduled shipment date at no charge up to 5 (five) working days before scheduled shipment. Cancellation or changes prior to shipment will be subject to a charge of 5% (five percent) of the shipment price. No cancellation or change may be made after shipment. Company will use reasonable efforts to meet any scheduled shipment date. However, Company will not be liable for delay in meeting a scheduled shipment date for any reason. If Company Products are in short supply, Company will allocate them at Company's discretion.

All Dealer approved orders will be shipped directly to the address Dealer stated when placing the order.

       Title to Company Products and risk of loss and damage will pass to Dealer upon delivery to a common carrier.

       Dealer prices do not include transportation cost.

       Dealer prices do not include State and Local taxes. Dealer will pay these taxes unless Dealer has given Company the appropriate resale exemption certificates.

 

3.        Warranty & Limitations of Remedies

 

3.1        Dealer and Company agree that the procedure provided below for replacement of defective Products will be Dealer's exclusive remedy for any claim relating to any alleged defect or nonconformity in Company Products. If Dealer finds that any Company Product sold to Dealer by Company is defective within thirty (30) days after its shipment to Dealer, Dealer will contact Company regarding its replacement. Dealer will not ship (return) any Product to Company without a "Return Authorization Number" that can be obtained by calling the Company Customer Service department. Approval for replacement will be based solely on whether the Product is in fact defective and will not be unreasonably withheld. Company will be entitled to determine at its discretion whether to replace the Product. Company does not warrant the performance of the Product. This warranty is the only warranty covering any Company Product sold under this Agreement.

3.2        No Other Warranty is Expressed or Implied

Company specifically disclaims the implied warranties of merchantability and fitness for a particular purpose. The remedies provided in this Agreement, including the procedure for return of defective goods, are Dealer's sole and exclusive remedies. Company will not be liable for any direct, indirect, special, incidental or consequential damages whether based on contract, tort or any other legal theory.

 

4.        Relationship

 

Dealer's relationship to Company will be that of an independent contractor engaged in purchasing Company Products for reuse to Dealer's customers. Dealer and its employees are not agents or legal representatives of Company for any purpose and have no authority to act for, bind or commit Company. Dealer and Company agree that this Agreement does not establish a franchise, joint venture or partnership. Any commitment made by Dealer to its customers with respect to quantities, delivery, modifications, interfacing capability, suitability of Product, or suitability in  specific applications will be Dealer's sole responsibility unless prior written approval is obtained from Company.

Dealer has no authority to modify the warranty contained in Section 5 of this Agreement or to make any other commitment on behalf of Company, and Dealer will indemnify Company from liability for any such modified warranty or other commitment by Dealer. Dealer has the right to determine its own pricing, and no Company representative will require that any particular price be charged by Dealer or grant or withhold any treatment to Dealer based on Dealer's pricing policies. Dealer agrees that it will promptly report directly to a Company officer any effort by Company personnel to interfere with its pricing policies.

This Agreement applies only to Company Products listed on Exhibit A. Dealer acknowledges that Company may market other Products, including Products in competition with those listed on said Exhibit A, without making them available to Dealer. Company reserves the right to advertise, promote and sell any Product in competition with Dealer as Company deems appropriate.

5.        Sales Promotion & Support

 

5.1        Dealer will use its best efforts in good faith to promote, demonstrate and sell Company Products in an end-user environment so as to create the largest volume of profitable business for Company, to ensure the highest quality of pre-sale and post-sale support to end- users and to promote the goodwill, name and interest of Company and Company Products. Dealer will train and maintain an adequate number of employees to properly promote, demonstrate, sell and provide post-sale support of Company Products, and to otherwise carry out its obligations under this Agreement. Dealer will ensure that its employees complete appropriate training courses. Dealer will use Company Products only at its approved locations listed on Exhibit B and only to end-user customers. Dealer may not repackage products for sale or other use. Company products are for Dealer’s use only and may not be repackaged or resold. Dealer will not allow end user customers as well as anyone not specifically listed in this Agreement to apply, use or resell Company products.

Only with prior written and express approval of Company, Dealer may retail/wholesale orsell Company Products purchased during the term of this Agreement, Company products are for reuse only. Dealer will provide Company with quarterly reports that will include the number of repairs and type of repairs to end-users vehicles.

6.        Trademark Usage & Licensing

 

6.1        From time to time, Company may designate one or more Company trademarks as available for Dealer's use, and will provide standards for that use, in Company materials. Company authorizes Dealer to use these designated marks.

 

6.1.1  Dealer will use the designated marks according with these standards solely in advertising and promoting Company Products, in good taste and in a manner that preserves their value and Company's rights to them.

 

6.1.2  Dealer will not use any Company trademark or trade name in any way that implies Dealer is an agency or branch of Company. Dealer will immediately change or discontinue any use as requested by Company.

 

6.1.3  Dealer has no right, title or interest in any Company trademark or trade name and is not authorized to use any Company trademark or trade name other than the designated marks. Any rights in any Company trademark or trade name acquired through Dealer's use belong solely to Company.

6.2        Unless prior written consent is granted by Company, Dealer will not copy or modify any training, marketing or other materials supplied with the caption “Exclusive PaintlessScratchRepair.com”. Dealer will not remove or omit any copyright notice contained in these materials. Dealer will keep these materials confidential. Dealer may modify or copy any materials supplied with the caption “Dealer Marketing Materials, PaintlessScratchRepair.com”

6.3         Dealer is granted the right to distribute materials supplied by Company according to the license terms supplied with these materials. Dealer may also use the materials for demonstration purposes also according to those license terms.

 

6.4        Where the Product and or materials are designated as confidential or a trade secret in its license terms, Dealer will safeguard the Product according to industry standards and applicable law, using the same degree of care to prevent unauthorized disclosure as Dealer uses with its own trade secrets and those of other suppliers.


 

 

7.        Amendment and / or Termination

Company may, from time to time, give Dealer written notice of amendments to this Agreement. Any such amendment will automatically become a part of this Agreement on the effective date specified in the notice unless Dealer objects in writing within 10 (ten) working days of the notice date. Each party acknowledges that the other has made no commitments regarding duration or renewal of this Agreement beyond those expressly stated in this Agreement. Either party may terminate this Agreement with or without cause, at any time upon 30 (thirty) days written notice. If Company determines that Dealer is deficient in meeting responsibilities under this Agreement, Company may provide written notice of such deficiencies and establish a reasonable period of time, not to exceed 60 (sixty) days, in  which Dealer may remedy such deficiencies. If Dealer does not remedy the deficiencies, Company may terminate this Agreement at its discretion.

No waiver by Company of any deficiency will constitute a waiver of Company's rights to terminate this Agreement for a subsequent deficiency. Upon termination or expiration of this Agreement, Dealer will immediately cease to be an authorized Company dealer and will refrain from representing itself as our Dealer and from using any related marketing materials, Company trademarks or trade names. Upon any such termination or expiration, at the option of the Company, Company may repurchase any of Company Products sold to Dealer in the last 30 (thirty) days by Company under this Agreement in their unopened, original packaging and marketable as new  merchandise.  Company  will  pay  Dealer  Company's  then  current  Dealer  price  or Dealer’s original purchase price for such Products, whichever is lower, a restocking fee of 15% will be charged to Dealer, Dealer will incur all shipping charges. The indemnities provided in this Agreement will survive termination or expiration of this Agreement.

 

8.        Confidentiality

 

Dealer agrees to maintain confidential and protect in the same manner that Dealer protects valuable confidential information belonging to Dealer any information furnished by Company labeled confidential or not.

9.        General Provisions

 

9.1        Publicity. Either party may make any public announcement or issue any press release concerning
the terms of this Agreement without the prior approval of both parties.

9.2        Non-Solicitation. Neither party shall solicit for employment or hire the other’s current or future employees, either directly or indirectly, during the Term of this Agreement, without obtaining the other’s prior written approval. Should an employee change employment from one party to the other, the new employer shall pay the old employer a fee equivalent to Twenty Percent (20%) of the employee’s new compensation, annualized for the first year.

9.3        Governing Law & Jurisdiction. This agreement and the parties’ actions under this Agreement shall be governed by and construed under the laws of the state of Florida, without reference to conflict of law principles. The parties hereby expressly consent to the jurisdiction and venue of the federal and state courts within the state of Florida. Each party hereby irrevocably consents to the service of process in any such action or proceeding by the mailing of copies thereof by registered or certified mail, postage prepaid, to such party at its address set forth in the preamble of this Agreement, such service to become effective thirty (30) days after such mailing.

9.4        Entire Agreement. This Agreement, including the attached exhibits, constitutes the entire Agreement between both parties concerning this transaction, and replaces all previous communications, representations, understandings, and Agreements, whether verbal or written between the parties to this Agreement or their representatives. No representations or statements of any kind made by either party, which are not expressly stated in this Agreement, shall be binding on such parties.

9.5        All Amendments in Writing. No waiver, amendment or modification of any provisions of this Agreement shall be effective unless in writing and signed by a duly authorized representative of the party against whom such waiver, amendment or modification is sought to be enforced. Furthermore, no provisions in either party’s purchase orders or in any other business forms employed by either party will supersede the terms and conditions of this Agreement.

9.6        Notices. Any notice required or permitted by this Agreement shall be deemed given if sent by registered mail, postage prepaid with return receipt requested, addressed to the other party at the address set forth in the preamble of this Agreement or at such other address for which such party gives notice hereunder. Delivery shall be deemed effective three (3) days after deposit with postal authorities.

9.7        Costs of Legal Action. In the event any action is brought to enforce this Agreement, the prevailing party shall be entitled to recover its costs of enforcement including, without limitation, attorneys’ fees and court costs.

9.8        Inadequate Legal Remedy. Both parties understand and acknowledge that violation of their respective covenants and Agreements may cause the other irreparable harm and damage, that may not be recovered at law, and each agrees that the other’s remedies for breach may be in equity by way of injunctive relief, as well as for damages and any other relief available to the non-breaching party, whether in law or in equity.

9.9        Arbitration. Any dispute relating to the interpretation or performance of this Agreement shall be resolved at the request of either party through binding arbitration. Arbitration shall be conducted in USA, Tampa Bay, Florida in accordance with the then-existing rules of the American Arbitration Association. Judgment upon any award by the arbitrators may be entered by any state or federal court having jurisdiction. Both parties intend that this Agreement to arbitrate be irrevocable.

9.10    Delay is Not a Waiver. No failure or delay by either party in exercising any right, power or remedy under this Agreement, except as specifically provided in this Agreement, shall operate as a waiver of any such right, power or remedy.

9.11    Force Majeure. In the event that either party is unable to perform any of its obligations under this Agreement or to enjoy any of its benefits because of any Act of God, strike, fire, flood, governmental acts, orders or restrictions, Internet system unavailability, system malfunctions or any other reason where failure to perform is beyond the reasonable control and not caused by the negligence of the non- performing party (a Force Majeure Event”), the party who has been so affected shall give notice immediately to the other party and shall use its reasonable best efforts to resume performance. Failure to meet due dates resulting from a Force Majeure Event shall extend such due dates for a reasonable period. However, if the period of nonperformance exceeds sixty (60) days from the receipt of notice of the Force Majeure Event, the party whose ability to perform has not been affected may, by giving written notice, terminate this Agreement effective immediately upon such notice or at such later date as is therein specified.

9.12     Assignability & Binding Effect. Except as expressly set forth within this Agreement, Dealer may not transfer or assign, directly or indirectly, this Agreement or its rights and obligations hereunder without the express written permission of the Company, not to be unreasonably withheld; provided, however, that Dealer shall have the right to assign or otherwise transfer this Agreement to any parent, subsidiary, affiliated entity or pursuant to any merger, consolidation or reorganization, provided that all such assignees and transferees agree in writing to be bound by the terms of this Agreement prior to such assignment or transfer. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the parties hereto, their successors and assigns.

9.13    Severability. If any provisions of this Agreement are held by a court of competent jurisdiction to be invalid under any applicable statute or rule of law, they are to that extent to be deemed omitted and the remaining provisions of this Agreement shall remain in full force and effect.

9.14    Cumulative Rights. Any specific right or remedy provided in this Agreement will not be exclusive but will be cumulative upon all other rights and remedies described in this section and allowed under applicable law.

9.15    Headings. The titles and headings of the various sections and sections in this Agreement are intended solely for convenience of reference and are not intended for any other purpose whatsoever, or to explain, modify or place any construction upon or on any of the provisions of this Agreement.

9.16     Counterparts. This Agreement may be executed in multiple counterparts, any one of which will be considered an original, but all of which will constitute one and the same instrument.

9.17    Survival of Certain Provisions. The warranties and the indemnification and confidentiality obligations set forth in the Agreement shall survive the termination of the Agreement by either party for any reason.

 

Understood, Agreed & Approved

We have carefully reviewed this contract and agree to and accept all of its terms and conditions. We are executing this Agreement as of the Effective Date above.
 

IN WITNESS WHEREOF, PaintlessScratchRepair.com and Dealer have each caused this Agreement to be executed on its behalf by it's duly authorized representative as of the date first written above.





By: DEALER SIGNATURE (by typing your name you are signing this agreement)


Authorized PSR Representative Name:

Authorized PSR Representative Signature:


We will sign, and mail a printed copy of this contract with your dealer training package once approved.


Exhibit A

 

Company Products

 

 

        All Current PSR Company Products with the designations "Clearguard Armor" and "For Professional Use Only".

initials: I understand I can use these products as long as I am a Dealer in good standing.


 


Exhibit B

 

Dealers Nonexclusive Territory

      Lower 48 States of the United States Of America.

initials: I understand I can offer approved Company products within the 48 Contiguous States of the USA ONLY (excluding Hawaii, Alaska and all foreign countries and possessions).





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