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DISTRIBUTORSHIP AGREEMENT
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This Non-Exclusive Distributorship Agreement ("Agreement"), is made and effective from the date
signed below, by and between DanceShoesOnline.com an Illinois Corporation of U.S.A.
("Manufacturer") and the undersigned, as a "Distributor" (details is listed below).
Manufacturer desires to appoint Distributor, and Distributor desires to accept appointment, as a
distributor of Manufacturer's products as set forth herein.
NOW, THEREFORE, in consideration of the mutual agreements and promises set forth herein, the
parties agree as follows:
1. Definitions.
As used in this Agreement, the following terms shall have the following definitions:
A. "Manufacturer's Products" shall mean the products, related service parts and accessories
manufactured and/or sold by Manufacturer as follows: Dance Shoes, Dance wear and Accessories.
B. “Territory” shall mean the geographical territory where Distributor will make promotional and sales
efforts as contemplated by this Agreement, as follows: (to be assigned by Manufacturer).
2. Grant of Distributorship.
A. Manufacturer hereby appoints Distributor as its non-exclusive distributor for the Manufacturer's
Products in the Territory.
B. Manufacturer reserves the right to sell, and nothing herein shall prevent or prohibit Manufacturer from
selling, any of the Manufacturer's Products directly to customers through Manufacturer's owned online
store, namely "DanceShoesOnline.com" .
C. Distributor shall not promote or sell any of the “Manufacturer’s Products” outside of the Territory.
3. Prices, Discounts and Delivery.
A. All sales of Manufacturer's Products to Distributor shall be made pursuant to this Agreement at
Manufacturer’s retail prices listed on its online store namely “DanceShoesOnline.com”, less distributor’
s discounts which will be based on the total units of Manufacturer’s Products in Distributor’s purchase
order, as follows:
Dance Shoes: 1st Time
Annual Purchase Discount Minimum Purchase
$9,000.00 40% $900.00
$10,000.00 45% $1,200.00
$12,500.00 50% $1,500.00
Dancewear: N/C
B. Annual purchase starts to be calculated from distributor's first purchase. Manufacturer shall issue an
eletronic code to Distributor. A code discount shall be subject to the estimate of sales annually
approved by Manufacturer. Manufacturer shall issue a code to Distributor annually on the beginning
dates of each year. The code expires on the end day of each year. Performance shall be prorated based
on the day the agreement becomes valid. Minimum purchase for the first time are set above. After the
first purchase, no minimum quantity is required for further purchases. Any such purchse should be
placed by Distributor through Manufacturer’s online payment system. Code discount shall be revised
subject to previoius year’s performance of Distributor.
C. All prices are FOB Manufacturer's plant. Distributor shall bear all costs, insurance premiums, freight
and all other charges or expenses incurred after Manufacturer has placed the products in the custody of
a carrier at the place of shipment to Distributor.
D. Manufacturer agrees to properly pack all items for shipment. Risk of loss due to damage or
destruction of Manufacturer's Products shall be borne by Distributor after delivery to the carrier for
shipment. The carrier will be selected by Manufacturer unless Distributor requests a reasonable
alternative.
4. Payment.
A. Distributor shall first pay 30% deposit for any order for Manufacturer’s Products prior to or at the time
of acceptance by Manufacturer of such order; with the remaining balance of 70% payable upon receipt
of notice or invoice by Manufacturer that the Manufacturer’s Products are ready to be delivered to the
carrier for shipment to Distributor (This term is only for a Distributor who orders over 500 pairs of shoes
each time with additional approval by Manufacturer).
B. All payments hereunder shall be made by check or money order or any payment method indicated by
Manufacturer, payable to Manufacturer and sent to its address as provided hereinafter; or by wire
transfer to Manufacturer’s bank as follows:
A/C Name: DanceShoesOnline.com
A/C Informations:
Routing: provide as requested
Account No: provide as requested
Paying online by credit card is preferable. If payments are made by money order or check, the
Distributor’s order will not be filled until the money order or check has been cleared.
C. Distributor shall pay all charges due hereunder within seven (7) days after the date of Manufacturer's
invoice. Payment shall be made as shown on the invoice. Manufacturer may impose a late payment
charge of 3 percent (3%) per month on overdue amounts.
5. Order Acceptance, Processing and Returns.
A. All orders are subject to acceptance by Manufacturer. Manufacturer shall not be bound by any order
placed by Distributor until such order has been accepted by Manufacturer. Manufacturer reserves the
right to cancel any order or any part of it after acceptance, for credit or any other reason whatsoever
deemed by Manufacturer to be sufficient or necessary.
B. Except as otherwise expressly agreed by Manufacturer in advance, this Agreement shall control all
aspects of the dealings between Manufacturer and Distributor with respect to the Manufacturer's
Products and any additional or different terms in any Distributor order are hereby rejected. If any terms
or conditions in any Distributor order are inconsistent with the terms of this Agreement, such
inconsistent order terms or conditions shall be null and void and shall not be binding on Manufacturer
notwithstanding the acceptance of such order by Manufacturer.
C. Manufacturer will employ its best efforts to fill Distributor's orders promptly on acceptance, but
reserves the right to allot available inventories among distributors at its discretion.
D. Except for Manufacturer's products that are defective at the time of sales to Distributor, Manufacturer
shall not be obligated to accept any Manufacturer's Products that are returned. Distributor shall not
return any Manufacturer’s Products without prior written acceptance of Manufacturer for such return. In
the event such returns are accepted, Manufacturer may impose a reasonable restocking charge.
6. Undertakings of Distributor.
A. Marketing Policies.
Distributor will at all times maintain adequate inventories of Manufacturer's Products and will promote
vigorously and effectively the sale of Manufacturer's Products through all channels of distribution
prevailing in Distributor's Territory, in conformity with Manufacturer's established marketing policies and
programs. Distributor will use its best efforts to sell Manufacturer's Products to aggressive, reputable,
and financially responsible dealers providing satisfactory consumer service throughout Distributor's
Territory. Distributor is authorized to enter into written agreements with its dealers relating to the
purchase, resale and service of Manufacturer's Products on forms approved by Manufacturer for this
purpose. Distributor acknowledges its intent to concentrate its marketing of the Manufacturer's
Products in its Territory.
B. Merchandising Policies.
Manufacturer will provide Distributor with merchandising assistance from time to time in the form of
advertising programs, product and sales training and sales promotions. Distributor agrees to fully use
such assistance in carrying out Manufacturer's merchandising and sales promotion policies.
C. Sales Policies.
Sales quotas, giving reasonable regard to past performance and market potential of Manufacturer's
Products, may be established by Manufacturer from time to time. Distributor agrees to employ sales
personnel of demonstrated capacity to attain such quotas and consents to rewards which may be
made directly to such personnel by Manufacturer in recognition of their superior performance.
D. Advertising Policies.
Manufacturer will cooperate with Distributor and its dealers in providing for continuous and effective
advertising and promotion of Manufacturer's Products throughout Distributor's Territory, and Distributor
agrees at Distributor's expense to participate in, actively promote and faithfully comply with the terms
and conditions of such cooperative advertising and merchandising programs as Manufacturer may
establish and offer to Distributor from time to time. Nothing herein shall prevent Distributor from
independently advertising and marketing the Manufacturer's Products, provided the form and content of
the advertising or marketing materials are approved by Manufacturer in advance.
E. Product Warranty Policies.
In the event that any of Manufacturer's Products are proved to Manufacturer's satisfaction to have been
defective at the time of sale to Distributor, Manufacturer will make an appropriate adjustment in the
original sales price of such product or, at Manufacturer's election, replace the defective product.
Manufacturer shall provide to Distributor information with respect to Manufacturer's limited warranty, if
any, extended to the end users of Manufacturer's Products. Distributor is strictly prohibited from
extending any warranty or warranties on behalf of Manufacturer to any end users. MANUFACTURER
MAKES NO WARRANTY TO DISTRIBUTOR OR ANY END USERS WITH RESPECT TO
MANUFACTURER'S PRODUCTS, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION,
THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
F. Financial Policies.
Distributor acknowledges the importance to Manufacturer of Distributor's sound financial operation and
Distributor expressly agrees that it will:
(1). Maintain and employ in connection with Distributor's business and operations under this
Agreement such working capital and net worth as may be required to enable Distributor to properly and
fully carry out and perform all of Distributor's duties, obligations and responsibilities under this
Agreement;
(2). Pay promptly all amounts due Manufacturer in accordance with terms of sale extended by
Manufacturer from time to time;
(3). Furnish Manufacturer with financial statements in such form as Manufacturer may reasonably
require from time to time for credit purposes; and
(4). Furnish, at Manufacturer's request, a detailed reconciliation of Manufacturer's statements of
account with Distributor's records, listing all differences, and showing net amount Distributor
acknowledges to be due Manufacturer.
In addition to any other right or remedy to which Manufacturer may be entitled, shipments may be
suspended at Manufacturer's discretion in the event that Distributor fails to promptly and faithfully
discharge each and every obligation in this Section.
7. Indemnification.
A. Manufacturer agrees to indemnify Distributor and hold Distributor harmless from any loss or claim
arising out of inherent defects in any of Manufacturer's Products existing at the time such product is sold
by Manufacturer to Distributor, provided that Distributor gives Manufacturer immediate notice of any such
loss or claim and cooperates fully with Manufacturer in the handling thereof.
B. Distributor agrees to indemnify Manufacturer and hold Manufacturer harmless from any loss or claim
arising out of the negligence of Distributor, Distributor's agents, employees or representatives in the
installation, use, sale or servicing of Manufacturer's Products or arising out of any representation or
warranty made by Distributor, its agents, employees or representatives with respect to Manufacturer's
Products that exceeds Manufacturer's limited warranty. Further, in the event that any of Distributor's
dealers shall, with respect to any of Manufacturer's Products purchased from Distributor, fail to
discharge the dealer's obligations to the end user pursuant to the terms and conditions of
Manufacturer's product warranty and consumer service policies, Distributor agrees to discharge
promptly such unfulfilled obligations.
8. Use of Manufacturer's Name.
Distributor will not use, authorize or permit the use of, the name "DanceShoesOnline.com or DSOL" or
any other trademark or trade name or logo owned by Manufacturer as part of its firm, corporate or
business name in any way. Distributor shall not contest the right of Manufacturer to exclusive use of any
trademark or trade name used or claimed by Manufacturer. Distributor may, subject to Manufacturer's
policies regarding reproduction of same, utilize Manufacturer's name, trademarks or logos in
advertising on stationery and business cards for the sole purpose of indicating that it is an authorized
distributor of Manufacturer’s Products. Any use of Manufacturer’s name will be in accordance with
Manufacturer’s written directive.
9. Relationship of the Parties.
The relationship between Manufacturer and Distributor is that of vendor and vendee. Distributor shall be
deemed to be an independent contractor with respect to all matters relating to this Agreement and shall
bear all of its own expenses in connection with this Agreement. Distributor, its agents and employees
shall, under no circumstances, be deemed employees, agents or representatives of Manufacturer.
Distributor will not modify any of Manufacturer's Products without written permission from Manufacturer.
Neither Distributor nor Manufacturer shall have any right to enter into any contract or commitment in the
name of, or on behalf of the other, or to bind the other in any respect whatsoever.
10. Term and Termination.
A. Unless earlier terminated as provided below, the term of this Agreement shall commence on the day
Distributor agreed this agreement, the Agreement shall continue until terminated by either party on at
least forty-five (45) days prior notice.
B. Manufacturer may terminate at any time by written notice given to Distributor not less than ninety (90)
days prior to the effective date of such notice in the event Manufacturer decides to terminate all
outstanding distributor agreements for Manufacturer's Products and to offer a new or amended form of
distributor agreement.
C. Manufacturer may terminate this Agreement without notice to Distributor effectively immediately,
upon any of the following events: (1) failure of Distributor to fulfill or perform any one of the duties,
obligations or responsibilities of Distributor in this Agreement, which failure is not cured with ten (10)
days notice from Manufacturer; (2) any assignment or attempted assignment by Distributor of any
interest in this agreement or delegation of Distributors obligations without Manufacturer's written
consent; (3) any sale, transfer or relinquishment, voluntary or involuntary, by operation of law or
otherwise, of any material interest in the direct or indirect ownership or any change in the management
of Distributor; (4) failure of Distributor for any reason to function in the ordinary course of business; (5)
conviction in a court of competent jurisdiction of Distributor, or a manager, partner, principal officer or
major stockholder of Distributor for any violation of law tending, in Manufacturer's opinion, to affect
adversely the operation or business of Distributor or the good name, goodwill, or reputation of
Manufacturer, products of Manufacturer, or Distributor; or (6) submission by Distributor to Manufacturer
of false or fraudulent reports or statements, including, without limitation, claims for any refund, credit,
rebate, incentive, allowance, discount, reimbursement or other payment by Manufacturer.
11. Obligations on Termination.
On termination of this Agreement, Distributor shall cease to be an authorized distributor of Manufacturer
and:
A. All amounts owing by Distributor to Manufacturer shall, notwithstanding prior terms of sale, become
immediately due and payable;
B. All unshipped orders shall be cancelled without liability of either party to the other;
C. Distributor will resell and deliver to Manufacturer on demand, free and clear of liens and
encumbrances, such of Manufacturer's Products and materials bearing Manufacturer's name as
Manufacturer shall elect to repurchase, at a mutually agreed price, but not in excess of the price paid by
DISTRIBUTOR for such MANUFACTURER’s Products and materials, provided that Manufacturer shall
not be obligated to pay Distributor for any item originally provided free of charge; and
D. Neither party shall be liable to the other because of such termination for compensation,
reimbursement or damages on account of the loss of prospective profits or anticipated sales, or on
account of expenditures, investments, lease or commitments in connection with the business or good
will of Manufacturer or Distributor or for any other reason whatsoever growing out of such termination.
12. Use of Name Prohibited.
On termination of this Agreement, Distributor will remove and not thereafter use any sign containing any
trade name, logo or trademark of Manufacturer including, but not limited to, "DanceShoesOnline.com or
DSOL", and will immediately destroy all stationery, advertising matter and other printed matter in its
possession or under its control containing such name, or any of Manufacturer's trademarks, trade
names or logos. Distributor will not at any time after such termination use or permit any such
trademark, trade name or logo to be used in any manner in connection with any business conducted by
it or in which it may have an interest, or otherwise whatsoever as descriptive of or referring to anything
other than merchandise or products of Manufacturer. Regardless of the cause of termination,
Distributor will immediately take all appropriate steps to remove and cancel its listings in telephone
books, and other directories, and public records, or elsewhere that contain the Manufacturer's name,
logo or trademark. If Distributor fails to obtain such removals or cancellations promptly, Manufacturer
may make application for such removals or cancellations on behalf of Distributor and in Distributor's
name and in such event Distributor will render every assistance.
13. Acknowledgments.
Each party acknowledges that no representation or statement, and no understanding or agreement,
has been made, or exists, and that in entering into this Agreement each party has not relied on anything
done or said or on any presumption in fact or in law, (1) with respect to this Agreement, or to the
duration, termination or renewal of this Agreement, or with respect to the relationship between the
parties, other than as expressly set forth in this Agreement; or (2) that in any way tends to change or
modify the terms, or any of them, of this Agreement or to prevent this Agreement becoming effective; or
(3) that in any way affects or relates to the subject matter hereof. Distributor also acknowledges that the
terms and conditions of this Agreement, and each of them, are reasonable and fair and equitable.
14. Final Agreement.
This Agreement terminates and supersedes all prior understandings or agreements between the
parties, express or implied, on the subject matter hereof. This Agreement sets forth entire agreement
between the parties and it may be modified only by a further writing that is duly executed by both parties.
15. Assignment.
Neither this Agreement nor any interest in this Agreement may be assigned by Distributor without the
prior express written approval of Manufacturer, which may be withheld by Manufacturer at Manufacturer's
absolute discretion.
16. No Implied Waivers.
Except as expressly provided in this Agreement, waiver by either party, or failure by either party to claim a
default, of any provision of this Agreement shall not be a waiver of any default or subsequent default.
17. Notices.
Any notice required by this Agreement or given in connection with it, shall be in writing and shall be
given to the appropriate party by personal delivery or by certified mail, postage prepaid, or recognized
overnight delivery services;
If to Manufacturer:
DanceShoesOnline.com
3304 Lawrence Dr.
Naperville, IL60564, USA
If to Distributor:
(same as information filled in the form below)
18. Governing Law.
This Agreement shall be construed and enforced in accordance with the laws of the state of Illinois of
the United States of America.
19. Severability.
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.
20. Headings.
Headings used in this Agreement are provided for convenience only and shall not be used to construe
meaning or intent.
21. Signed by Distributor
The Sign-up Form and the form below is part of the agreement, please check on it to indicate that you
have read and agreed this agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date chose below.
(Note: please check on "I have read and accepted the agreement" if the terms above are acceptable to you. In addition,
the form below is part of the agreement, please fill out the form and send it to us by clicking on the Submit button).
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