Dealer Terms

 This Non-Exclusive Dealership Agreement (“Agreement”), made and effective on Date and Time of Dealer Information Form Submission by Dealer, by and between Superior Gate Controls Inc. of Arkansas,  USA known is this agreement as  (“Manufacture”) and Company Name and Address entered in Dealer Information Form by applicant. (“Dealer”). Manufacture desired to appoint Dealer, and Dealer desires to accept appointment, as a Dealer of Manufacture’s products as set forth herein. To qualify as a dealer, must purchase at least one operator a month.

NOW, THEREFORE, in consideration of the mutual agreements and promises set forth herein, the parties agree as follows:

1. Rights Granted.

Manufacture hereby grants to Dealer a non-exclusive right, on the terms and conditions contained below, to purchase, inventory, promote and resell “Manufacture’s Products” (as defined below). Nothing herein shall prevent or prohibit Manufacture from selling any of Manufacture’s Products directly to any customers or other Dealers.

2. Products.

As used in this Agreement, the term “Manufacture’s Products” shall mean the products, related service parts and accessories manufactured and/or sold by Manufacture as follows:

Pro Series Gate Operators and other to-be-released products from Superior Gate Controls.

3. Terms of Sale.

All sales of Manufacture's Products to Dealer shall be made pursuant to this Agreement at such prices and on such terms as Manufacture shall establish from time to time on at least thirty (30) days notice. All prices are FOB Dealer's facility. Manufacture agrees to properly pack all items for shipment. Risk of loss due to damage or destruction of Manufacture's Products shall be borne by Manufacture after delivery to the carrier for shipment until delivery is made to Dealer. The shipper will be selected by Manufacture unless Dealer requests a reasonable alternative. All orders are subject to acceptance by Manufacture. Except as otherwise expressly agreed by Manufacture in advance, this Agreement shall control all aspects of the dealings between Manufacture and Dealer with respect to the Manufacture's Products and any additional or different terms in any Dealer order are hereby rejected, unless authorized in writing by Manufacture. Orders will be established by Purchase Order agreements.
Dealer agrees not to offer products for sale below MAP Guideline on current dealer pricing sheet and invoices. MAP (Minimum Advertised Price) is subject to change with (30) day notice given by Manufacture in writing. "Discount offers" or "Sales" are allowed for term of not more than 45 days per year, and discounts are not to exceed 20% of MAP Price. MAP does not apply to "Special Club" membership, where an annual fee in charged for an annual membership. Breach of these terms will result in immediate cancellation of Dealer's ability to purchase future products from Manufacture at dealer pricing.

 4.Payment.

In an effort to keep Dealer pricing low by avoiding any collection issues, it is understood that terms are not offered for payment other than as set forth below:
Payment do, including shipping costs on all Purchase Orders must be paid in advance . Shipping/ Freight costs may be prepaid according to Manufacture's Prepaid Freight program or agreed to in writing.

5.Marketing Policies.

 Dealer will at all times make good faith efforts to maintain adequate inventories of Manufacture's Products and will promote vigorously and effectively the sale of Manufacturer’s Products through all channels of distribution prevailing in Dealer’s “primary marketing area” (as defined below), in conformity with Manufacture’s established marketing policies and programs. Dealer acknowledges its intent to concentrate its marketing of the Manufacture’s Products in its “primary marketing area,” including storefront, phone, catalog, tradeshow, conventions and mail order sales. Dealer agrees not to offer Manufacture's products on the internet . Any Dealer found to be offering Manufacture's products will break the terms of this agreement and will be terminated and  no longer be recognized as a Dealer and no longer able to purchase any of Manufacture's products

6.Merchandising Policies.

Manufacture will provide Dealer with merchandising assistance from time to time in the form of advertising programs, product and sales training and sales promotions. Dealer agrees to fully utilize such assistance in carrying our Manufacture’s merchandising and sales promotion policies.

7.Advertising Policies.

Manufacture will cooperate with Dealer in providing for continuous and effective advertising and promotion of Manufacture’s Products throughout Dealer’s principal marketing area, and Dealer agrees at Dealer’s expense to participate in, actively promote and faithfully comply with the terms and conditions of such cooperative advertising and merchandising programs as Manufacture may establish and offer to Dealer from time to time. Nothing herein shall prevent Dealer from independently advertising and marketing the Manufacture’s Products, provided the form and content of the advertising and marketing materials are approved by Manufacture in advance in writing.

 NOTE; Dealer will not sell on any third party internet platform such as Amazon, Ebay, Pinterest, Etsy, and the like. Dealer may sell through any social media, website that they fully own, only at Manufacture's LIST PRICE,  and must inform Manufacture prior  with written notice to Manufacture. Manufacture reserves all rights for sales leads of Manufacture's Products on all third party internet platforms. 

 8.Term and Termination.

Unless earlier terminated as provided below, the term of this Agreement shall commence on Date and Time of Dealer Information Form Submission and shall continue until December 31st of the following year. At the end of the term, the Agreement shall continue until terminated by either party on at least sixty (30) days prior written notice. Termination do to internet marketing noted above in Marketing Policies. 

A. Manufacture may terminate at any time by written notice given to Dealer not less than thirty (10) days prior to effective date of such notice in the event Manufacture decides to terminate all outstanding Dealer agreements for Manufacture’s Products and not to offer a new or amended form of Dealer Agreement.

B. Manufacture may terminate this Agreement upon notice to Dealer, upon any of the following events: (1) failure of Dealer to fulfill or perform any one of the duties, obligations or responsibilities of Dealer in this Agreement, which failure is not cured with ten (10) days notice from Manufacture; (2) any assignment or attempted assignment by Dealer of any interest in this agreement or delegation of Dealers obligations without Manufacture’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 Dealer; (4) failure of Dealer for any reason to function in the ordinary course of business; (5) conviction in a court of competent jurisdiction of Dealer, or a manager, partner, principal officer or major stockholder of Dealer for any violation of law tending, in Manufacture’s opinion, to affect adversely the operation or business of Dealer or the good name, goodwill, or reputation of Manufacture, products of Manufacture, or Dealer; or (6) submission by Dealer to Manufacture of false or fraudulent reports or statements, including, without limitation, claims for any refund, credit, rebate, incentive, allowance, discount, reimbursement or other payment by Manufacture.

9.Obligations on Termination.

On termination of this Agreement, Dealer shall cease to be an authorized Dealer of Manufacture and:

A. All unshipped orders shall be cancelled without liability of either party to the other;

B. Dealer will resell and deliver to Manufacture on demand, free and clear of liens and encumbrances, such of Manufacture’s Products and materials bearing Manufacture’s name as Manufacture shall elect to repurchase, at a mutually agreed price, but not in excess of Manufacture’s current price to Dealers for such products and materials, provided that Manufacture shall not be obligated to pay Dealer for any item originally provided free of charge; and

C. 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 Manufacture or Dealer or for any other reason whatsoever growing out of such termination.

10.Use of Distributor’s Name.

Dealer will not use, authorize or permit the use of, the name “Superior Gate Controls” or any other trademark or trade name owned by Manufacture as part of its firm, corporate or business name in any way without prior written authorization by Manufacture. Dealer shall not contest the right of Manufacture to exclusive use of any trademark or trade name used or claimed by Manufacture. Dealer may, subject to Manufacture’s policies regarding reproduction of same, utilize Manufacture’s name, trademarks or logos in advertising of Manufacturer’s products.

 11.Relationship of the Parties.

The relationship between Manufacture and Dealer is that of vendor and vendee. Dealer, its agents and employees shall, under no circumstances, be deemed employees, agents or representatives of Manufacture Dealer will not modify or reverse-engineer any of Manufacture’s Products without written permission from Manufacture. Neither Dealer nor Manufacture 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.   

12.Waiver of all rights to Manufacture's Designs or Likeness of Distributor's Products.
Dealer Waives any and all rights to any designs, prototypes, samples of any similar product manufacturing or outsourcing of any products or any likeness products that has been developed, designed or manufactured by Manufacture whether patented, patent pending or not.  

 13.Product Warranty Policies.

In the event that any of the Manufacture’s Products are proved to Manufacture’s satisfaction to have been defective at time of sale to Dealer, Manufacture will make an appropriate adjustment in the original sales price of such product, or, at Manufacture’s election, replace the defective product. Manufacture shall provide to Dealer information with respect to Manufacture’s limited warranty extended to the original consumer of Manufacture’s Products. MANUFACTURE MAKES NO WARRANTY TO DEALER WITH RESPECT TO THE PRODUCTS, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE.

Governing Law.

This Agreement shall be construed and enforced in accordance with the laws of the State of Arkansas. Any and all actions at law arising from this Agreement will be subject to the jurisdiction of Benton County, Arkansas.

This is a BIG NO, as a retired dealer for some of the major manufactures, I hated bidding against the internet pricing. If you see another company offering our products on the internet please let us know. As the owner I will personally put a stop to it. I know warranty info is a hassle, but this makes it easier for us to find out who's the offender of such.

Our pricing structure is set, and you do not have to stock 10 operators to get a deal. Weather you by one or ten units you will pay the same price. Lets be fair, we all want to make a living.