This AGREEMENT by and between Sigma Marine Products, Ltd., whose address is P.O. Box 4679 El Dorado Hills, Ca. 95762, hereinafter referred to as “Company”, and _________________________________, whose address is ___________________________________________________ ___________________________________________________________________, hereinafter referred to as “Independent Sales Representative”.
WHEREAS, Company is engaged in the marketing and sale of fertilizers, soil amendments and related products.
WHEREAS, Sales Representative has a background in sales, some farming, agriculture and some experience with fertilizers and desires to sell Company’s products in accordance with the terms and conditions of this Agreement.
Term: This agreement is ongoing unless it is canceled by either party.
NOW, THEREFORE, it is agreed as follows:
- Company hereby appoints Sales Representative as an authorized non- exclusive independent representative to sell and promote all products and services provided by Company in the following geographical area(s):
County(s) or State(s)________________________________________________________ ___________________________________________, hereinafter referred to as “Territory”.
- Sales Representative shall devote such time, energy and skill on a regular and consistent basis as is necessary to learn, sell and promote the sale of Company’s products in the Territory during the term of this Agreement. Company reserves the right to take away territories if in the company’s opinion representative is not generating sales in such territory. Company at its own discretion will re-assign territory to another rep w/o having to pay commissions to old rep.
Sales Representative’s sales and promotional efforts shall be directed toward the following: Farmers, Vineyards, Growers, Fertilizer Distributors, General Distributors, Greenhouse Suppliers, DYI & Garden Centers and any potential end users of fertilizers (municipalities, state agencies, schools, etc.)
The aforementioned customers are intended only to be examples of the nature and type of market to which Company desires that its products be sold and should not be construed as a limitation upon the contracts that can be made by Sales Representative under this Agreement within the designated market/territory. In addition to the foregoing, Sales Representative shall assist Company and shall perform any and all services required or requested in connection with Company’s business, including, but not limited to, such services of an advisory nature as may be requested from time to time by Company. Sales Representative shall periodically, or at any time upon Company’s request, submit appropriate documentation of any and all sales and promotional efforts performed and to be performed for Company pursuant to this Agreement.
Commissions
- For each contract for the Company’s products as arranged by Sales Representative under this Agreement, Sales Representative shall be entitled to a commission as follows:
(a) 10 % of contract billing for all first orders.
(b) 7.5 % of contract billing for repeat orders.
Special Consideration
In order to promote and encourage orders, Sales Representative shall be entitled to a commission of 20% of contract billing for all orders during the first 60 days from the date this agreement becomes effective. After 60 days, the commission rate will be as stated in point (a) and (b) above. The maximum number of containers to be accepted for the promotional commission rate will be 3 containers x month or a maximum of $ 95,000 whichever is higher.
Payment of Commissions
Sales Commissions will be paid on the 5th and 20th of each month after payment has been received by company. Commissions will be paid either by check or direct deposit.
Commissions will be paid on the price paid for products only. It shall not include Freight, Custom Fees, Duties, Import Permits, Inspections Fees, the cost of Certificates and other charges incidental to the delivery of the products.
For purposes of this Agreement, “Contract” shall mean any agreement and/or order of Company’s products sold or arranged by Sales Representative.
In the event this Agreement is terminated, and to allow any orders in the pipeline, all commissions payable to Sales Representative under this Agreement shall terminate 30 days after termination of this Agreement and Company shall then be discharged and released of any further obligation to pay commissions to the Sales Representative under this Agreement.
Company will not be responsible if delays due to poor fishing conditions, end of fishing season, bad weather, limited or no space available to ship order or due to other reasons beyond company’s control prevent Company from making any shipment(s).
Quota – Sales Representative is required to generate at least 1 new order of the company’s products every 2-3 months which is equivalent to 1 container (20 FT or 40 FT) or 4 containers per year. This quota will be reviewed regularly and will be adjusted accordingly to include repeat orders.
Repeat Orders Commission – If no new orders are generated after 3 consecutive months, Sales Representative will not receive any commission on any repeat orders placed by any customer. If quota of 4 containers per year is met at any time during the year, sales representative will continue to receive repeat orders commissions for the remainder of the year.
Reinstatement of Repeat Orders Commission – In order to reinstate Repeat Order Commissions, Sales Representative must meet the minimum quota required of 1 container. Commissions will be not be paid on repeat orders received by the company during the period of non- performance. The commission rate for repeat orders from previous customers will be as stated in 3b above and will start 30 days after receipt of a new order if any repeat orders are received.
Termination for lack of sales – If after 4 consecutive months, no new sales are generated by Sales Representative, the Company at its own discretion has the right to terminate this Agreement without any further obligation to pay commissions to the Sales Representative under this Agreement.
Territory – If territory is too small or too big for sales representative to cover appropriately, company has the right to adjust territory as needed without the agreement of Sales Representative.
Exclusive Territory – In as much as the Company wishes to protect the Sales Representative’s efforts of exclusivity in the designated territory, Company cannot prevent shipments of Company’s products by Distributors located in other states that may have multiple channels of distributions. In such cases, Company is not obligated to pay any commissions to local Sales Representative. Products sold under private label do not fall under territory restrictions.
- During the term of this Agreement or within 2 year(s) after its termination, Sales Representative, or any agents or representatives under Sales Representative’s control, shall not compete with Company, directly or indirectly, for Sales Representative or on behalf of any other person, firm, partnership, corporation or other entity in the sale or promotion of same or similar products and services to Company’s products and services within the Territory. Under no circumstances and at no time shall Sales Representative disclose to any person any of the secrets, pricing, manufacturing methods, marketing strategies or systems used by Company in its business. All customer lists, brochures, reports, and other such information of any nature made available to Sales Representative by virtue of Sales Representative’s association with Company shall be held in strict confidence during the term of this Agreement and after its termination.
- This Agreement shall not create a partnership, joint venture, agency, employer/employee or similar relationship between Company and Sales Representative. Sales Representative shall be an independent contractor and responsible to pay all income taxes. Company shall not be required to withhold any amounts for state or federal income tax or for FICA taxes from sums becoming due to Sales Representative under this Agreement. Sales Representative shall not be considered an employee of Company and shall not be entitled to participate in any plan, arrangement or distribution by Company pertaining to or in connection with any pension, stock, bonus, profit sharing or other benefit extended to Company’s employees. Sales Representative shall be free to utilize his/her time, energy and skill in such manner as he/she deems advisable to the extent that he/she is not otherwise obligated under this Agreement.
- Sales Representative shall bear any and all costs or expenses incurred by Sales Representative to perform his obligation under this Agreement, including, but not limited to, ownership or operation of his/her vehicle, vehicle insurance, travel expenses, telephone/fax expenses, etc.
- The rights and duties of Sales Representative under this Agreement are personal and may not be assigned or delegated without prior written consent of Company.
- Sales Representative is not authorized to extend any warranty or guarantee or to make representations or claims with respect to Company’s products or services without express written authorization from Company.
- Sales Representative shall indemnify and hold Company harmless of and from any and all claims or liability arising as a result of negligent, intentional or other acts of Sales Representative or his agent or representatives.
- Company shall indemnify and hold Sales Representative harmless of and from any and all liability attributable solely to the negligent, intentional or other acts of Company or its employees.
- This agreement, and all transactions, contemplated hereby, shall be governed by, construed and enforced in accordance with the laws of the State of California. The Parties herein waive trial by jury and agree to submit to the personal jurisdiction and venue of a court of subject matter jurisdiction located in El Dorado County, State of California. In the event that litigation results from or arises out of this Agreement or the performance thereof, the Parties agree to reimburse the prevailing party’s reasonable attorney’s fees, court costs, and all other expenses, whether or not taxable by the court as costs, in addition to any other relief to which the prevailing party may be entitled. In such event, no action shall be entertained by said court or any court of competent jurisdiction if filed more than one year subsequent to the date the cause(s) of action actually accrued regardless of whether damages were otherwise as of said time calculable.
12.Term: This agreement is ongoing based on performance.
- Any notice under this Agreement shall be deemed given on the third business day following the mailing of any such notice, postage paid, to the address set forth above or same day if sent via e-mail.
- This Agreement contains the entire agreement between the parties and any representation, promise or condition not incorporated herein shall not be binding upon either party.
IN WITNESS WHEREOF, the parties have hereunto executed this Agreement and to become effective on the _______ day of ________________________ 2017.
“COMPANY”
By: ________________________________________________ Title _______________________________
(Printed Name)
Signature ______________________________________ Date ____________________________
“SALES REPRESENTATIVE”
By: ________________________________________________ Title _______________________________
(Printed Name)
Signature ______________________________________ Date ____________________________