INDEPENDENT DEALER CONTRACT
This agreement is entered into, effective as of the date signed by Company, by and between Balloon Wrap ("Company") and _________________________________________ , an independent dealer ("Dealer") whose address is
Dealer Agrees as follows:
1. Dealer hereby purchases for the sum of $ ____________________ (payable in full upon delivery) one (1) Balloon Wrap brand machine and accessories to enable Dealer to conduct an independent wholesale and/or retail business of selling gift-wrapping balloons. Dealer is guaranteed that no licensing fee will be imposed on the use of this equipment by BW or any other company or corporation.
2. Dealer is prohibited from and shall not at any time or any manner represent that he/she is employed by Balloon Wrap ("BW") or that he/she is authorized to set policy, use trademark or trade name "Balloon Wrap". Representation can be made that Dealer is "an authorized independent dealer" of BW. Dealer agrees that in all verbal and written communications he/she will make it clear that he/she is not Balloon Wrap, Inc., and is independent from the Company. This Agreement does not constitute the Dealer as the agent, or legal representative of BW for any purpose whatsoever. The Dealer is not granted any right or authority to assume or to create any obligation or responsibility, express or implied, in behalf of or in the name of BW or to bind BW in any manner. Dealer acknowledges that Balloon Wrap is the exclusive owner of the trade name and the trademark "Balloon Wrap". Dealer shall not infringe upon any Balloon Wrap patents or patents pending associated with the Balloon Wrap brand machine.
Company agrees as follows:
1. Company shall sell and deliver to Dealer the following items simultaneously with the payment of the full purchase price by Dealer: One (1) Balloon Wrap brand machine (Serial No. __________________________ ) to inflate gift-wrapping balloons, one (1) Dealer Operations Manual, and a starter supply of balloons. Delivery shall be made C.O.D. to Dealer at Company's business address specified below, or at Dealer's request and payment of freight, shipped F.O.B. from Company's business address to such address as Dealer desires. The delivery shall be made by Company not later than 14 days after execution by Company of this Agreement.
2. Company shall make available to Dealer optional accessories and replacement parts for the Balloon Wrap brand machine, as well as additional balloons and literature requested by Dealer, at competitive prices. Balloon Wrap warrants the Balloon Wrap brand machine (unless other manufacturer warranties apply) against defects in workmanship and materials for a period of one (1) year. No other warranties, either express or implied, shall be applicable or binding.
3. Company 's
principal business address and phone
Dealer shall have the right for one (1) year to elect to void this Agreement upon writen notice to Company, and to obtain the return of all monies paid hereunder, in the event Company has used any untrue or misleading statements in connection with the making of this Agreement, or failed to provide the information and disclosures required by or to otherwise comply with the Seller Assisted Marketing Plan Law as set forth in the Civil Code of the State of California. Dealer shall be entitled to a return of said monies upon return of all equipment, supplies or products received from Company; but if complete return of any items cannot be made, the fair market value thereof at the time of original delivery shall be deducted from the monies returnable. Dealer shall make the returned equipment, supplies or products available at Dealer's address, or place located at the time of the above described notice, upon receipt of the sums to be returned. If Company has inadvertently failed to make any disclosures required by or to have this Agreement comply with the Seller Assisted Marketing Plan Law, Company may cure said failure and notify Dealer in writing of the right, exercisable only within 15 days after receiving the notice and corrections, to cancel this Agreement and receive a return of all monies paid upon return of whatever equipment, supplies or products Dealer has. Dealer shall also have the right to elect to void this Agreement if Company failed to deliver or furnish any equipment, supplies, product or service within thrity (30) days of the date specified in this Agreement (unless such delay is beyond Company's control), so long as Dealer exercises the right to do so at any time prior to delivery or within thirty (30) days after delivery. Other rights and remedies of Dealer provided by law shall be cumulative.
This Agreement may be transferred or assigned by either party upon notification to the other. Company shall have the right to terminate this Agreement for cause, including the failure to pay any amount owed to Company within thirty (30) days of the due date.
This instrument contains all of the agreements, understandings, representations, conditions, warranties, and covenants made between the parties hereto. Unless set forth herein, neither party shall be liable for any representations made, and all modificatiions and amendments hereto must be in writing.
YOU HAVE THREE (3) BUSINESS DAYS IN WHICH YOU MAY CANCEL THIS
CONTRACT FOR ANY REASON BY MAILING OR DELIVERING WRITTEN NOTICE TO THE SELLER
ASSISTED MARKETING PLAN SELLER (COMPANY).
THE THREE (3) BUSINESS DAYS SHALL EXPIRE ON ________________ (LAST DAY
TO MAIL OR DELIVER NOTICE) AND NOTICE OF CANCELLATION SHOULD BE MAILED OR
DELIVERED TO BALLOON WRAP,
__________________________________________ Balloon Wrap
By: X By: ________________________________
Les Wigger, President
Date Signed: Date Signed: _
I understand that this purchase will be put on my credit card (Master Card/VISA). The card number is:
, Expiration Date is: . The exact amount that will be charged in my account is:
(exact name as it appears on card)
By: X Date Signed: X ________________