DISTRIBUTOR AGREEMENT
THIS AGREEMENT between the Chemical and Agricultural Products Division
of ▇▇▇▇▇▇ Laboratories (referred to as ▇▇▇▇▇▇) and ________________ (referred to
as DISTRIBUTOR),
WITNESSES:
▇▇▇▇▇▇ and DISTRIBUTOR agree as follows:
I. PRODUCTS
ABBOTT hereby appoints DISTRIBUTOR as a distributor of the following
products or product lines (hereinafter called the Products):
DiPel 2X
II. EFFECTIVE DATE
This Agreement shall be effective as of January 1, 1996, and shall
continue in effect unless terminated as hereinafter provided.
III. THE DISTRIBUTOR AGREES:
A. To purchase and properly maintain an adequate stock of
▇▇▇▇▇▇'▇ Products to assure prompt delivery to DISTRIBUTOR's
trade.
B. To actively solicit orders for and promote the sale of
▇▇▇▇▇▇'▇ Products and to include such Products in lists,
bulletins, and catalogs issued by the DISTRIBUTOR to its
customers. The area of primary responsibility to be serviced
by the DISTRIBUTOR shall be:
C. To promptly pay for Products sold by ABBOTT to the
DISTRIBUTOR at the ABBOTT prices in effect on the date of
shipment and with such allowances for discounts and under
such terms and conditions as ABBOTT may establish from time
to time during the term of this Agreement.
D. To cooperate and participate in promotions established by
ABBOTT for Products covered by this Agreement.
E. Not to contract obligations in the name of or on account of
ABBOTT and not make any representations, guaranty, or warranty
with respect to the Products covered by this Agreement, except
as authorized by ABBOTT in writing. DISTRIBUTOR shall at all
times be an independent distributor and shall not be
considered as an agent or employee of ABBOTT for any purpose.
F. To promptly notify ABBOTT in writing of any actual or
potential damage, claim, or lawsuit involving Products covered
by this Agreement.
IV. ABBOTT AGREES TO:
A. Support the DISTRIBUTOR by active promotion of Products via
advertising and other promotional activities selected by
ABBOTT from time to time and make available all sales
promotion plans designed for DISTRIBUTOR use and applicable to
the Products.
B Supply such literature and promotional aids and furnish the
DISTRIBUTOR with such other information as, in the opinion of
ABBOTT, may be useful in the sale of Products covered by this
Agreement.
V. TERMS OF SALE
All orders and delivery of Products shall be governed by the provisions
of this Agreement and the terms set forth from me to time in the ABBOTT
distributor price lists. None of the provisions of the DISTRIBUTOR's
purchase order or any acknowledgment thereof (whether printed, stamped,
typed, or written), except those specifying the quantity and Products
ordered, invoice information, and shipping instructions, shall be
considered applicable to the DISTRIBUTOR's purchases. No modification
of this Agreement shall be binding on either ABBOTT or the DISTRIBUTOR
unless specifically accepted in writing, signed on behalf of ABBOTT and
the DISTRIBUTOR by their duly authorized representatives.
VI. REPRESENTATIONS AND WARRANTIES
DISTRIBUTOR recognizes the importance of the responsible handling of
chemical products and shall not store, handle, transport or market
Products in a manner inconsistent with the label or which could
endanger the health or safety of human beings, animals, or plant life
or damage the environment. DISTRIBUTOR shall not make any
representations, recommendations, warranties, express or implied,
relating to the use, effectiveness or safety of any Products, except
such representations, recommendations or warranties as may be expressly
set forth in the labeling therefore as furnished by ABBOTT.
VII. GENERAL CONDITIONS
A. Neither DISTRIBUTOR nor ABBOTT shall be liable for failure to
perform any part of this Agreement where such failure is due
to causes beyond the reasonable control of either party, such
as acts of God, acts of civil or military authority, fires,
strikes, floods, epidemics, quarantine restrictions, war,
riot, delays in transportation, car shortages, and inability
due to causes beyond ▇▇▇▇▇▇'▇ reasonable control to supply
Products due to labor shortages, material shortages or
manufacturing facility shortages. In the event of a Product
shortage, ABBOTT shall have the right to allocate its
available products among its DISTRIBUTORS and other customers
in such a manner as ABBOTT considers equitable.
B. This Agreement replaces any pre-existing agreements between
ABBOTT and DISTRIBUTOR relating to the purchase, sale or
distribution of any Products, except obligations with respect
to any Products sold and delivered to the DISTRIBUTOR prior to
the Effective Date of this Agreement.
C. Upon termination of this Agreement, the DISTRIBUTOR shall upon
request return all Products to ABBOTT for credit to the
DISTRIBUTOR's account on ▇▇▇▇▇▇'▇ books at the then prevailing
prices in the ABBOTT Distributor price lists, provided that
all Products return hereunder shall be new, unused and in
saleable condition.
D. This Agreement may not be assigned by the DISTRIBUTOR
without ▇▇▇▇▇▇'▇ prior written consent and shall be construed
and governed by the laws of the State of Illinois.
E. Any and all notices required by this Agreement shall be sent
to the following addresses:
▇▇▇▇▇▇ LABORATORIES DISTRIBUTOR: EcoSoil Systems
Chemical and Agricultural Suite 200
Products Division ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇
▇-▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇-▇ ▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ Phone: ▇▇▇-▇▇▇-▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇ Fax: ▇▇▇-▇▇▇-▇▇▇▇
VIII. TERMINATION
Either ABBOTT or the DISTRIBUTOR may terminate this Agreement at any
time upon thirty (30) days written notice.
PRICES AND QUOTATIONS: All prices, quotations, and terms are submitted without
obligation and are subject to change without notice by ▇▇▇▇▇▇ Laboratories. All
orders are subject to prior credit approval and acceptance at ▇▇▇▇▇▇
Laboratories, Chemical and Agricultural Products Division, Department ▇▇▇, ▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, and at prices in
effect at time of shipment.
TERMS: A service charge of 1.5% per month will be added on all past due
accounts.
SHIPMENT: Title to goods sold passes to the customer upon delivery of goods to
the carrier, and the responsibility of ▇▇▇▇▇▇ Laboratories for the goods ceases
when so delivered to the transportation companies. Shipping charges will be
prepaid when method of shipping is the choice of ▇▇▇▇▇▇ Laboratories. Extra
shipping costs must be borne by our customers when special handling or routing
is requested.
LOST OR DAMAGED IN TRANSIT: If the goods arrive short of quantity shipped or in
a broken or damaged conditions, the extent of damage or breakage should be noted
on your delivery receipt by an agent for the transportation company. In the
event that hidden damage is discovered after delivery of a shipment, notify the
transportation company immediately and request that inspection of the shipment
be made and an inspection report rendered. The transportation companies act as
agents of the customer, and we must refer our customers to them for reparation
in case of loss or damage in transit. We will be pleased to assist our customers
in collecting any claims for loss or damage in transportation, but only if we
are notified within ten (10) days after receipt of the goods, or after receipt
of the hidden damage inspection report, and if an agent of the transportation
company has acknowledged the damage or breakage on the delivery receipt.
If you wish our assistance in helping you collect a claim, please contact us
within 10 days following delivery or determination that loss or shortage has
occurred. We will then:
1. If requested by customer, arrange for reshipment of lost or
damaged product, rendering a debit invoice for same.
2. Contact carrier to trace lost shipments and file claim with
carrier if required.
3. File claim with carrier for loss or damage as noted on carrier
delivery receipt, which must be provided to us in order to
substantiate claim.
If damage is involved, indicate on our packing slip the quantity for each
product short or damaged. Enclose our packing slip and the delivery receipt,
with damage acknowledged by the driver and/or an inspection report from carrier,
in the damaged package(s).
GENERAL: All products are sold subject to state laws and regulations
wherever applicable.
All orders are subject to local, state or Federal taxes.
Credit privileges may be suspended for any account where there is a past due
balance.
IMPORTANT NOTE: These shipping details, terms and trade policies cannot be
modified or waived except by agreement in writing signed by an executive officer
of Chemical and Agricultural Products Division, ▇▇▇▇▇▇ Laboratories.
DOT HAZARDOUS MATERIALS INFORMATION
Data sheets, by product, are available on request from the Regional Sales office
serving your account, or from the North Chicago office.
This sheet supersedes all previous policy and term statements prior to January,
1996.
ACCEPTED: ACCEPTED:
▇▇▇▇▇▇ LABORATORIES DISTRIBUTOR
Chemical and Agricultural
Products Division
▇▇▇▇▇▇ ▇▇▇▇▇▇ /s/ ▇▇▇▇ ▇. ▇▇▇▇▇
Signed Signed
Director of Sales V.P., Product Development
Title Title
7/31/96 2 August 1996
Date Date