It is hereby agreed that:
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Dealership and Distributorship (D&D) applicants
who can document their effectiveness as a D&D of "this
or other products," will be allowed to negotiate special
terms and conditions, otherwise:
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| I. |
Dealership
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A. |
Dealership applicants must demonstrate an ability
and experience in operating a successful business, i.e.,
boat dealership, off-road dealership, marina, etc.
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B. |
Applicants must have an accessible location
for business with the public and adequate facilities for
sales and product support.
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C. |
Applicants must possess expertise in machinery
maintenance.
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D. |
Applicants must show proven successful customer
relations and equitable business methods.
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E. |
To become a Neoteric dealer, complete and return
form 16625 and 16626 (APPLICATION). Your initial minimum
order will be for one (1) Deluxe Hovertrek Hovercraft or
products of equivalent value. This would be used for demonstration
purposes, for display and sale. Dealer Discount Schedule:
10% on the first craft, 20% on the second craft and a 10%
rebate on first craft provided second craft is purchased within 1
year of the first.
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F. |
A new Dealer/Distributor or Agent must demonstrate a sales record (5 Hovercraft or more within 12 months of the agreement date). Neoteric will then discuss and negotiate territory and exclusivity. To remain a dealer, you are expected to sell a minimum quota
of five units, or product of equivalent value, per year.
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G. |
Validation: a 25% deposit shall accompany all
orders. This is not refunded if the order is cancelled.
The order is considered
valid only after receipt of the deposit. Neoteric will inform
dealer of their craft production schedule number. Balance
of payments due will be paid in full by bank certified check,
company check, wire transfer, or irrevocable letter of credit, bank fees to be paid by dealer,
where approved, at time of shipment. Payment
delays can result in interest and storage charges.
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H. |
Dealers may sell kits but not craft assembled
from kits,(unless dealer is approved by Neoteric as an assembler),
nor may dealer use assembled Hovercraft kit for demonstration
purposes without Neoteric approval.
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I. |
Dealership territories are negotiated based
on the US Department of Commerce Standard Metropolitan statistical
Areas(SMSA). Each SMSA contains at least one central city
and an overall population of at least 50,000. An SMSA may
include more than one city and cross state lines. Exclusive
rights to sell Neoteric products are granted to one dealer
within the SMSA. Where SMSA's are not applicable territory
will be negotiated. Outside of the US territories will
be negotiated on a country by country basis.
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J. |
Neoteric maintains the right to sell everywhere
but at published retail prices only.
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K. |
Leads provided by Neoteric to the dealer, from
which sales result, shall be at a cost of 1% of the dealer
discount.
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L. |
If the dealer provides Neoteric with a successful
lead. Neoteric will pay to the dealer a finder's fee of 3%
of the first total order.
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M. |
Another class of dealership is the “Referring
Agent”. The Agent commission is normally 3% as in L
above or can be negotiated
depending on the quality and scope of Agent selling efforts. A
“Referring Agent” is not required to carry stock, but
must have a Neoteric hovercraft purchased from Neoteric for
demonstration purposes.
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N. |
There are no restrictions on where or to whom
a dealer may sell, nor at what price, however, published
retail price is advised.
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O. |
Sales made outside the dealer's SMSA or country
must have provision for customer training and support.
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P. |
Sales of Neoteric Hovercraft can be conducted
by authorized dealers only. This agreement is not transferable.
Only Neoteric or a Neoteric Distributor can appoint a Neoteric
dealer.
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Q. |
Any D&D who enters into or
threatens a legal suit against Neoteric stands to face
immediate cancellation of the Dealer/Distributorship or
Agency.
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R. |
The D&D must provide all
technical support to the customer. This includes purchasing
and ordering of parts through Neoteric. No rights are
extended to any party to manufacture and sell original
equipment parts for Neoteric hovercraft or to substitute
parts or components.
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S. |
Dealers may accept trade-in hovercraft of any
brand for refurbishment and resale. Dealers are not
permitted to purchase used hovercraft for resale.
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T. |
Dealer status begins on the date the Dealership
Contract is signed or the date of shipment for the
first Dealer hovercraft, whichever comes first. Dealer
order must be received within 30 days of contract signing.
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U. |
The D&D must receive Neoteric Hovercraft
pilot and maintenance training within the first year
of business, preferably at the commencement of the
dealership.
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It is further agreed that a Distributorship
must meet all of the aforementioned dealership requirements
and furthermore that:
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| II. |
Distributorship
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A. |
When a dealership sells or orders 10 or more Hovertrek
(or products of equivalent value based on a basic Hovertrek)
within any 1-year period, the dealer may be eligible to apply
for a distributorship.
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B. |
Distributor's discount for Hovertrek is negotiable.
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C. |
Distributor must order an agreed number of
units and accept an agreed delivery schedule each year and
secure the agreed orders with a 50% deposit. For contracts
based on an irrevocable letter of credit drawn on a US
bank, Neoteric will reduce 3% off the total discount to
offset cost and additional work connected with this form
of payment. To qualify for Distributorship discount the
letter of credit must cover the total cost of annual quantity
of Hovercraft ordered along with a delivery schedule based on agreed
times.
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D. |
Distributor's Territory(s) shall be negotiated
and are exclusive.
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| III. |
Dealership and Distributorship (D&D)
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A. |
Neoteric Product Policies
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1. |
The D&D agrees not to duplicate or manufacture any
parts or craft designed, developed and manufactured by Neoteric
or substitute parts or components.
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2. |
The Referring Agent and D&D is considered an independent contractor by
Neoteric.
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3. |
The D&D is responsible for checking all products prior
to customer delivery.
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4. |
The D&D is responsible for customer instruction on
maintenance and operation of the products.
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5. |
The Referring Agent and D&D shall not modify products in any way, unless
so instructed by Neoteric.
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6. |
Neoteric reserves the right to modify its products without
obligation to modify existing products.
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7. |
Neoteric will provide continuous information on technical
maintenance and operation of its products.
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8. |
Neoteric will conduct hovercraft training seminars as required.
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9. |
Neoteric will file certificates of origin required by each
state, county, or country. Dealer should send Neoteric blank certificates of
origin if their state or country has a special form.
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10. |
All prices and products may change without notice.
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11. |
The Referring Agent and D&D agree to report immediately
upon discovery all accidents, failures, law suits, or
product copying to Neoteric.
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12. |
The D&D is not allowed to stock or sell any competitive Hovercraft
or related parts and services unless agreed, in writing, by Neoteric.
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B. |
Neoteric Warranty
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1. |
Neoteric warrants its products against all manufacturing
defects in materials and workmanship for an indefinite
period to the first owner, provided they receive
Neoteric training, or training from an approved D&D.
Warranty of 3 months or 25 hours of operation applies to
hovercraft sold without customer training.
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2. |
Neoteric warrants the quality of the components of partially
assembled kits, but not work done by the D&D or their
customers.
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3. |
Neoteric does not warrant its products from operational
defects and the D&D accepts the obligation herewith with
the understanding that Neoteric specifically disclaims any
and all warranties expressed or implied including the implied
warranty of merchantability and implied warranty of fitness
for a particular purpose and shall hold harmless Neoteric
from any and all liability connected therewith.
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4. |
Engines, fans, instruments, belts, etc., are covered under
separate warranty by their respective manufacturer.
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5. |
Until the D&D is well established Neoteric will make decisions on warranty claims on a case by case basis and notify
the D&D on the necessary action as well as D&D
compensation.
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6. |
The D&D, between them, will maintain for ten years from date
of purchase a warranty file
for each customer and must advise Neoteric of the name, address,
phone number, and e-mail address of each customer. Where
possible, the file is to be maintained up to date.
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C. |
Neoteric promotion policies
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1. |
Neoteric will maintain national & international
advertising and assist
agents and dealers with local and regional contacts.
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2. |
The D&D will provide copies of advertising used and
documentation of special events utilizing the companies'
products.
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3. |
Neoteric, the Referring Agent, and the D&D will maintain a dialogue concerning
competitors, sales trends, customer reaction, and product development
recommendations.
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4. |
All written advertisement and other promotional media must
acknowledge Neoteric, the manufacturer.
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5. |
Promotional activities must be approved by Neoteric.
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D. |
Neoteric sales policies
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1. |
The Referring Agent and the D&D agree not to represent any other hovercraft
manufacturer unless agreed, in writing, by Neoteric.
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2. |
The Referring Agent and the D&D agree not to copy, manufacture, sub-license,
or enter into any business relationship which could be considered
contrary to the best interests of Neoteric.
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3. |
The Referring Agent and the D&D agree to inform Neoteric of all problems with
its products as well as marketing and distribution difficulties,
legal and government troubles and to make all records of
sale and transactions available to Neoteric when and if so
requested.
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4. |
The Referring Agent and the D&D agree to hold secret and to protect Neoteric's
know-how, designs, patents and information and to take every
effort to prevent Neoteric's products and know-how from being
reproduced or copied.
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5. |
The Referring Agent and the D&D agree to promote Neoteric's products using
Neoteric's name, product names, registered trade mark(s),
etc. All advertising literature, articles, media coverage,
exhibitions, etc., must include Neoteric's name and product
name. Neoteric must be given credit for the products which
it has developed.
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| IV. |
Terms of this agreement
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A. |
This agreement shall become effective on the
date this contract is signed. It shall remain binding for
_________ and is based on the Referring Agent and the D&D ordering a minimum of ________
units of product or a total annual sales value of minimum
retail US $_____________.
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B. |
The Referring Agent and the D&D territory shall be __________________________.
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C. |
This agreement shall be automatically renewed
for successive periods of _____unless the Referring Agent and the D&D gives Neoteric
or Neoteric gives the Referring Agent and the D&D written notice of termination.
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D. |
This agreement can be terminated by either
party, giving written notice at least three months in advance
of the termination date, providing termination is within
the terms of this agreement neither the Referring Agent and the D&D or Neoteric
will be liable for any compensation as a result of this agreement.
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E. |
This agreement is maintained and based on performance,
quality of service, and other ethical business practices.
Both Neoteric and the dealer/agent have the right to discontinue
this agreement on these criteria.
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| V. |
Negotiated Additional Agreements
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A. |
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B. |
etc.
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| VI. |
Legal Requirements
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A. |
This contract can be signed in the D&D’s language, but the
English version constitutes the document of last reference. In
the event of disagreements which cannot be settled amicably the
decision of the International Chamber of Commerce will be
accepted by all parties to this contract as the last and proper
decision.
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| VII. |
Agreement
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To whom it may concern the parties hereto have
executed this agreement consisting of five pages and agree
to all of the aforementioned on this the _____________day
of ________________ 20_____ at city _________________________
state__________ country________________ and the agreement
shall be governed by the laws of the state of Indiana, USA.
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Referring Agent, Dealership And Distributorship Agreement
