Raw Talent® Authorized Dealer Agreement
Terms and Conditions
This agreement is made between Raw Talent®, Inc., and the undersigned (the "Dealer"). Based upon the terms and conditions herein, the parties agree as follows:
1. Subject to Dealer's compliance with the terms and conditions of this agreement, Raw Talent®, Inc. (the "Company"), agrees the Dealer may purchase and resell Company products to end-users residing in the immediate vicinity of Dealer's physical location(s) (the "Territory").
2. Dealer may hold itself out as an authorized Company retailer and may use the Raw Talent® Guitar trade name and trademark only as specified herein.
3. Nothing herein shall prevent or prohibit Company or its Affiliates from selling Company products directly to customers in the Territory.
4. DEALER SHALL NOT SELL THE PRODUCT BELOW ANY CORPORATE ALLOWED MINIMUM ADVERTISED PRICE (the "MAP").
5. Dealer shall use its best efforts to promote, develop and service the market for the products. Dealer shall use, publish, maintain and/or distribute only such advertising of the products as Company shall approve and authorize.
6. All sales of product to Dealer shall be made at such prices and terms as Company shall establish. Prices are FOB the Company's office, and do not include taxes or shipping charges. Risk of loss due to damage or destruction shall be borne by Dealer after delivery to the carrier.
7. Dealer agrees to hold Company harmless from any loss or claim arising out of the negligence of Dealer, Dealer's employees, agents or representatives with respect to Company's product.
8. Except for Company's products that are defective at the time of sale to Dealer, Company shall not be obligated to accept any of Company's product that are returned.
9. Company warrants that dealer shall acquire product free from defects in material or workmanship under normal use and service for a period of thirty (30) days from the date of delivery. All repairs covered by this warranty must be done at Company's offices.
10. This constitutes the sole warranty made by Company either expressed or implied. There are no other warranties expressed or implied which extend beyond the face hereof, herein, including the implied warranties of merchantability and fitness for a particular purpose. In no event shall Company be liable for any incidental or consequential damages and Dealer's remedies shall be limited to repair or replacement of nonconforming units or parts.
11. This agreement is subject to the laws of the State of Florida, and jursidiction and venue shall fall under the courts of Palm Beach County, Florida, and the United States District Court for the Southern District of Florida. In the event that an action in court is commenced under this agreement, the prevailing party shall have its legal costs and fees paid by the other party.
12. This agreement shall continue until terminated by either party on at least 30 days prior notice; however, if a Dealer does not abide by the Company's MAP policy, this agreement is subject to immediate termination. Company retains the option of repurchasing all or any portion of the Dealer's remaining inventory, at the original cost at time of shipment, upon the termination of the relationship between parties.
13. Dealer acknowledges that it has its own independently established business which is separate and apart from the Comapny's business. Dealer at all times shall be considered an independent contractor with respect to its relationship to the Company. Without notice, Company reserves the right to change these policies at any time.
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