This is an agreement governing the relationship between a manufacturer and its authorized dealer. It was drafted for a bicycle manufacturer, but could be adapted to other products. It is drafted to be favorable to the manufacturer.
The section headings are as follows:
1. APPOINTMENT
1.1. APPOINTMENT.
1.2. TERM AND RENEWAL.
1.3. EXCLUSIVITY.
1.4. RESERVATION OF PRODUCT RIGHTS.
1.5. APPROVED LOCATION; SALE RESTRICTIONS.
2. COMPANY UNDERTAKINGS
2.1. PRODUCT AND PRICES.
2.2. SHIPPING OF THE PRODUCTS.
2.3. SALES LITERATURE.
3. ACCEPTANCE OF ORDERS AND SHIPMENT OF PRODUCTS
3.1. ACCEPTANCE.
3.2. INCONSISTENT TERMS IN AN ORDER.
3.3. ALLOCATION OF PRODUCTS.
3.4. Company OBLIGATION; RISK OF LOSS.
3.5. CLAIMS FOR INCOMPLETE DELIVERY.
3.6. RETURN OR DIVERSION ON FAILURE TO ACCEPT.
4. PAYMENTS FOR PRODUCTS
4.1. TERMS OF PAYMENT.
4.2. RETENTION OF TITLE.
4.3. NO SETOFFS OR DEDUCTIONS.
5. DEALER'S UNDERTAKINGS
5.1. SALE OF PRODUCTS.
5.2. MARKETING EFFORTS.
5.3. OPERATING STANDARDS.
5.4. SIGNAGE.
5.5. EMPLOYEES.
5.6. TRAINING.
5.7. CONDITION OF APPROVED LOCATION AND HOURS OF OPERATION.
5.8. PRE-DELIVERY INSPECTION.
5.9. PRODUCT INVENTORY.
5.10. SERVICE AND REPAIRS.
5.11. TOOLS.
5.12. SPARE PARTS.
5.13. SAFETY RECALLS.
5.14. MAINTENANCE OF RECORDS.
5.15. COMPLIANCE WITH LAW.
5.16. CONSUMER INFORMATION.
5.17. PURCHASER MANUALS AND GUIDES.
6. INSURANCE.
7. CONFIDENTIAL INFORMATION.
8. INTELLECTUAL PROPERTY.
8.1. OWNERSHIP.
8.2. LIMITED GRANT OF USE.
8.3. TERMINATION OF GRANT OF USE.
8.4. ENFORCEMENT.
8.5. DEALER RELATED PARTIES.
8.6. PRESERVATION OF MARKINGS.
9. LIMITED PRODUCT WARRANTY; DISCLAIMER; LIMITATION ON LIABILITY
9.1. LIMITED CUSTOMER WARRANTY.
9.2. WARRANTY DISCLAIMER.
9.3. LIMITATION ON LIABILITY.
9.4. CUSTOMER WARRANTY.
9.5. PERFORMANCE OF WARRANTY WORK; REIMBURSEMENT.
9.6. WARRANTY PROCEDURE.
10. INDEMNIFICATION.
11. INDEPENDENT CONTRACTOR RELATIONSHIP.
12. TERMINATION OF AGREEMENT
12.1. TERMINATION WITH CAUSE.
12.2. TERMINATION FOR CONVENIENCE.
12.3. INVENTORY POST-TERMINATION.
13. FURTHER OBLIGATIONS AFTER TERMINATION.
14. MISCELLANEOUS.
