This Non-Exclusive Distributorship Agreement ("Agreement"), is made and effective from the date signed in the sign-up form (which is part of this agreement), by and between DanceShoesOnline.com an Kansas Corporation of U.S.A. ("Seller") and the undersigned, as a "Distributor" (details is listed below). Seller desires to appoint Distributor, and Distributor desires to accept appointment, as a distributor of Seller's products as set forth herein.
NOW, THEREFORE, in consideration of the mutual agreements and promises set forth herein, the parties agree as follows:
As used in this Agreement, the following terms shall have the following definitions:
A. "Seller's Products" shall mean the products, related service parts and accessories manufactured and/or sold by Seller 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 confirmed by Seller’s email).
2. Grant of Distributorship.
A. Seller hereby appoints Distributor as its non-exclusive distributor for the Seller's Products in the Territory.
B. Seller reserves the right to sell, and nothing herein shall prevent or prohibit Seller from selling, any of the Seller's Products directly to customers through Seller's owned online store, namely "DanceShoesOnline.com".
C. Distributor shall not promote or sell any of the “Seller’s Products” outside of the Territory.
3. Prices, Discounts and Delivery.
A. All sales of Seller's Products to Seller shall be made pursuant to this Agreement at Seller’s prices listed on its online store namely “DanceShoesOnline.com”, which will be based on the membership mutually agreed by both Seller and Buyer. Prices of dance shoes, dance clothing and dance accessories will be subject to Seller’s offer mutually agreed by both Seller and distributor through emails. Due to the current fluctuation of US dollar against RMB (Chinese Currency), Seller’s prices may be adjusted accordingly from time to time without prior notice.
B. Performance shall be prorated based on the day the agreement becomes valid. Seller shall not be required to fill any Buyer's order of less than 20 units of Seller's Product. Any such order should be placed by Buyer through Seller’s online payment system. Code discount shall be revised subject to previous year's performance of a Buyer.
C. All prices are FOB Seller's plant. Distributor shall bear all costs, insurance premiums, freight and all other charges or expenses incurred after Seller has placed the products in the custody of a carrier at the place of shipment to Distributor.
D. Seller agrees to properly pack all items for shipment. Risk of loss due to damage or destruction of Seller's Products shall be borne by Distributor after delivery to the carrier for shipment. The carrier will be selected by Seller unless Distributor requests a reasonable alternative.
A. All shoes are made to order. So that you are required to pay full payment.
B. We accept PayPal, Pay with amazon. Visa, MasterCard, American Express and Discover card. We also accept US Money Order, company Check and PayPay eCheck. If you choose wire transfer, please request us to email you our Seller’s bank as follows:
A/C Name: DanceShoesOnline.com
Routing: provide as requested
Account No: provide as requested
C. 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. In case Distributor’s check is bounced, you are responsible for the our bank fees.
D. Distributor shall pay all charges due hereunder within seven (7) days after the date of Seller's invoice. Payment shall be made as shown on the invoice. Seller 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 Seller. Seller shall not be bound by any order placed by Distributor until such order has been accepted by Seller. Seller reserves the right to cancel any order or any part of it after acceptance, for credit or any other reason whatsoever deemed by Seller to be sufficient or necessary.
B. Except as otherwise expressly agreed by Seller in advance, this Agreement shall control all aspects of the dealings between Seller and Distributor with respect to the Seller'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 Seller notwithstanding the acceptance of such order by Seller.
C. Seller 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 Seller's products that are defective at the time of sales to Distributor, Seller shall not be obligated to accept any Seller's Products that are returned. Distributor shall not return any Seller’s Products without prior written acceptance of Seller for such return. In the event such returns are accepted, Seller may impose a reasonable restocking charge.
6. Undertakings of Distributor.
A. Marketing Policies.
Distributor will at all times maintain adequate inventories of Seller's Products and will promote vigorously and effectively the sale of Seller's Products through all channels of distribution prevailing in Distributor's Territory, in conformity with Seller's established marketing policies and programs. Distributor will use its best efforts to sell Seller'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 Seller's Products on forms approved by Seller for this purpose. Distributor acknowledges its intent to concentrate its marketing of the Seller's Products in its Territory.
B. Merchandising Policies.
Seller 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 Seller's merchandising and sales promotion policies.
C. Sales Policies.
Sales quotas, giving reasonable regard to past performance and market potential of Seller's Products, may be established by Seller 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 Seller in recognition of their superior performance.
D. Advertising Policies.
Seller will cooperate with Distributor and its dealers in providing for continuous and effective advertising and promotion of Seller'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 Seller may establish and offer to Distributor from time to time. Nothing herein shall prevent Distributor from independently advertising and marketing the Seller's Products, provided the form and content of the advertising or marketing materials are approved by Seller in advance.
E. Product Warranty Policies.
In the event that any of Seller's Products are proved to Seller's satisfaction to have been defective at the time of sale to Distributor, Seller will make an appropriate adjustment in the original sales price of such product or, at Seller's election, replace the defective product. Seller shall provide to Distributor information with respect to Seller's limited warranty, if any, extended to the end users of Seller's Products. Distributor is strictly prohibited from extending any warranty or warranties on behalf of Seller to any end users. Seller MAKES NO WARRANTY TO DISTRIBUTOR OR ANY END USERS WITH RESPECT TO Seller'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 Seller 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 Seller in accordance with terms of sale extended by Seller from time to time;
(3). Furnish Seller with financial statements in such form as Seller may reasonably require from time to time for credit purposes; and
(4). Furnish, at Seller's request, a detailed reconciliation of Seller's statements of account with Distributor's records, listing all differences, and showing net amount Distributor acknowledges to be due Seller.
In addition to any other right or remedy to which Seller may be entitled, shipments may be suspended at Seller's discretion in the event that Distributor fails to promptly and faithfully discharge each and every obligation in this Section.
A. Seller agrees to indemnify Distributor and hold Distributor harmless from any loss or claim arising out of inherent defects in any of Seller's Products existing at the time such product is sold by Seller to Distributor, provided that Distributor gives Seller immediate notice of any such loss or claim and cooperates fully with Seller in the handling thereof.
B. Distributor agrees to indemnify Seller and hold Seller 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 Seller's Products or arising out of any representation or warranty made by Distributor, its agents, employees or representatives with respect to Seller's Products that exceeds Seller's limited warranty. Further, in the event that any of Distributor's dealers shall, with respect to any of Seller's Products purchased from Distributor, fail to discharge the dealer's obligations to the end user pursuant to the terms and conditions of Seller's product warranty and consumer service policies, Distributor agrees to discharge promptly such unfulfilled obligations.
8. Use of Seller'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 Seller as part of its firm, corporate or business name in any way. Distributor shall not contest the right of Seller to exclusive use of any trademark or trade name used or claimed by Seller. Distributor may, subject to Seller's policies regarding reproduction of same, utilize Seller'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 Seller’s Products. Any use of Seller’s name will be in accordance with Seller’s written directive.
9. Relationship of the Parties.
The relationship between Seller 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 Seller. Distributor will not modify any of Seller's Products without written permission from Seller. Neither Distributor nor Seller 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. Seller 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 Seller decides to terminate all outstanding distributor agreements for Seller's Products and to offer a new or amended form of distributor agreement.
C. Seller 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 Seller; (2) any assignment or attempted assignment by Distributor of any interest in this agreement or delegation of Distributors obligations without Seller'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 Seller's opinion, to affect adversely the operation or business of Distributor or the good name, goodwill, or reputation of
Seller, products of Seller, or Distributor; or (6) submission by Distributor to Seller of false or fraudulent reports or statements, including, without limitation, claims for any refund, credit, rebate, incentive, allowance, discount, reimbursement or other payment by Seller.
11. Obligations on Termination.
On termination of this Agreement, Distributor shall cease to be an authorized distributor of Seller and:
A. All amounts owing by Distributor to Seller 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 Seller on demand, free and clear of liens and encumbrances, such of Seller's Products and materials bearing Seller's name as Seller shall elect to repurchase, at a mutually agreed price, but not in excess of the price paid by DISTRIBUTOR for such Seller’s Products and materials, provided that Seller 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 Seller 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 Seller 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 Seller'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 Seller. 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 Seller's name, logo or trademark. If Distributor fails to obtain such removals or cancellations promptly, Seller 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.
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.
Neither this Agreement nor any interest in this Agreement may be assigned by Distributor without the prior express written approval of Seller, which may be withheld by Seller at Seller'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.
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 email or fax to:-
If to Seller:
Fax: 1 (913) 228.3533
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 Kansas
of the United States of America.
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.
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 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 and year stated in the Sign-up form.
(Note: please click on the "SIGN UP" icon below to find the sign-up form which is a part of the agreement, follow the instruction to fill and complete the form before clicking on the “Subscribe to list” button).
Note: If you want to process your application faster, please inform us as soon as possible after having completed the registration.