THE FATBIKE LLC & BOREALIS BIKES INTERNATIONAL DEALER AGREEMENT

Transcription

1 THE FATBIKE LLC & BOREALIS BIKES INTERNATIONAL DEALER AGREEMENT This Agreement (hereinafter referred to as "Agreement") is A Dealer Agreement and will be effective as of, 2015 by and between Fatbike L.L.C., (hereinafter referred to as The Fatbike Company ) formed in the state of Colorado, with a place of business in Colorado Springs, CO, and Company (Hereinafter referenced as "Dealer") Official Company Name Street Address City State Zip Company Contact Person Title Phone Number Fax Number Address 1. Authorized Dealer for BOREALIS BIKES Branded Products. The Fatbike Company hereby appoints Dealer as an authorized retailer of Borealis Bikes branded products. Dealer agrees that the sale of Borealis Bikes products be at or above the Manufacturer s Suggested Retail Price (MSRP). Dealer may sell Borealis Bikes products at less than MSRP but must receive written consent from The Fatbike Company at least 3 days prior to the sale of any product below suggested MSRP. 2. Term of Contract. This contract shall commence the date hereof and continue until December 31, 2015 unless terminated in accordance with the provisions of this agreement. 3. Purchase and Delivery Commitments. Dealer commits to make a minimum initial purchase of three (3) Borealis Bikes brand frames within 15 days of executing this agreement. The Fatbike Company will use its best efforts to fulfill orders placed by Page 1 of 5

2 Dealer for Borealis Bikes products on a timely basis, and generally within 30 days of receipt of an order placed by Dealer. 4. Advertising and Promotional Commitment. Dealer will act in good faith and use its best efforts to feature Borealis Bikes brand products prominently in the Dealer s retail store. Dealer will not take any action or engage in any conduct that detracts from or harms the reputation of the Borealis Bikes brand. No other advertisement is required by Dealer. 5. Internet or Other Sales. Dealer can sell Borealis Bikes brand products via the internet, by mail order. Dealer shall contact The Fatbike Company for approval prior to filling any order for ten (10) or more bicycles from one customer or related customers. All mail order or internet advertisements featuring Borealis Bikes brand products shall clearly and conspicuously state: (Dealer's Name). 6. Warranty Policy, Repairs and Replacement. Every Borealis Bikes bicycle frame and fork comes with a five (5) year warranty. The warranty covers defects in materials and craftsmanship, including manufacturing defects. The warranty does not cover any damage or defects caused by abuse, accidents, or other incidents that are not the result of normal use of the product. All other Borealis Bikes products are protected by a one (1) year warranty. This warranty covers defects in materials and craftsmanship, including manufacturing defects. This warranty does not cover any damage or defect caused by abuse, accidents, or other incidents that are not the result of normal use of the product. This warranty does not cover wear and tear accrued under normal use. All Borealis Bikes products must be returned to The Fatbike Company for warranty repairs and/or replacement. The Fatbike Company will, in its sole discretion, determine if the damage or defect is within the warranty terms, and either repair or replace the product. If The Fatbike Company determines the defect or damage is not within the warranty terms, (i.e. caused by abuse) then The Fatbike Company will allow the customer to purchase a replacement product at a discounted price. The Fatbike Company will pay for all reasonable shipping costs related to warranty claims. 7. Risk of Loss. The Fatbike Company will assume all risk of loss until product is delivered to Dealer, unless specified on the relevant invoice or otherwise stated in writing by The Fatbike Company. All orders not rejected by Dealer within five (5) days of Dealers receipt will be deemed accepted. Dealer waives any right to contest the receipt of products 30 days after invoice date. All shipping damage must be immediately reported to The Fatbike Company, and Dealer will cooperate with The Fatbike Company to make all necessary claims with shipping carrier. 8. Payment of Invoices. Page 2 of 5

3 Dealer will pay The Fatbike Company in its entirety prior to The Fatbike Company delivery of any product to a designated shipping carrier unless mutually agreed upon terms are negotiated and confirmed in writing. Dealer will have the option to pay by business check wire or money order. 9. Use of Borealis Bikes Name and Trademark. Dealer will use The Fatbike Company trademarks, trade names, logos, slogans and indicia (specifically the Borealis Bikes trademark and logo) only in a manner approved by The Fatbike Company, and in its sole discretion. Dealer shall not register or attempt to register or otherwise claim ownership of any The Fatbike Company trademark, logo, or packaging designs (or anything similar thereto). Dealer shall not incorporate any The Fatbike Company trademarks or logos into its corporate name, DBA or store name, or internet domain name. Dealer's use of The Fatbike Company Marks shall inure solely to the benefit of The Fatbike Company. Upon termination of this Agreement, Dealer will immediately cease and desist from using or displaying any The Fatbike Company Marks in any manner whatsoever. 10. Termination. Either party may terminate this agreement for any reason upon 30 days written notice to the other. The Fatbike Company may, with written notice, terminate this agreement immediately upon (1) insolvency, bankruptcy, closure, or sale of the Dealer, (2) default by Dealer of Dealers obligations to The Fatbike Company, or (3) Dealers breach of any terms of this Agreement. 11. Assignability, Exclusivity. This Agreement is not assignable or transferable by Dealer. This Agreement creates an exclusive market territory for Dealer relating to the sale of Borealis Bikes products. Such territory will be established between a Borealis Bikes representative and Dealer, and will be determined by local market factors. In addition, in exchange for identified exclusive territory, Dealer agrees to purchase (number) complete bikes or (number) frames per year with a purchase order and down payment of (number) complete bikes or (number) frames at time of execution of this agreement. If Dealer does not purchase the minimum amount of product from Borealis Bikes, Borealis will have, at its sole discretion, the option of terminating this entire agreement, billing Dealer for remaining product not purchased or working with Dealer to identify acceptable new terms and conditions to continue or terminate relationship. The identified exclusive territory will be identified and defined in Exhibit B. The Fatbike Company may sell product to other non-dealers in the exclusive territory area via The Fatbike Company website. 12. Repurchase of Inventory Upon Termination. Page 3 of 5

4 Upon termination of this Agreement for any reason, The Fatbike Company, at its sole option, may repurchase all or any portion of Dealer's inventory of Products at the lower of the prevailing fair wholesale market value or original purchase price exclusive of any transportation charges. 13. Bikes on Floor. A minimum of one bike per model is expected to be on the sales floor at all times. When dealer has sold their remaining floor models and / or dealer inventory is exhausted, a reorder must be placed within 10 days of the stock out position. 14. Disputes. Any and all disputes regarding this Agreement, the interpretation of this Agreement, the parties' relationship or business dealings, or the termination of any of the above, shall be governed by the laws of the United States. Further, all disputes arising out of this Agreement, the parties' relationship or business dealings, or the termination of any of the above shall be resolved by arbitration to be held in the United Stated specifically within the State of Colorado. Dealer hereby agrees that venue and jurisdiction are proper in the State of Colorado. The parties hereby agree to waive a trial by jury. 15. Entire Agreement, Amendments. This Agreement, together with any amendments, is the entire agreement of the parties, and all other communications, writings, or other understandings whatsoever between the parties that are inconsistent with this Agreement are void and unenforceable. Any amendments to this Agreement must be in writing and signed by the parties. Original signatures for this Agreement, as well as signatures exchanged electronically, by fax or by shall be considered binding. **Dealer certifies that Dealer has read the entire Agreement and will comply with its provisions. DEALER: THE FATBIKE COMPANY, LLC Print Name: Print Name: Stephen Kaczmarek Title: Title: CEO Signature: Signature: Date: Date: Page 4 of 5

5 EXHIBIT A The following documents are hereby made a part of this Agreement. 1. Dealer s business license: EXHIBIT B 1. Exclusive Territory Defined: 2. Number of bikes to purchase annually: 3. Number of Frames to purchase annually: Page 5 of 5