Dealer Agreement

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Innovative Technology Electronics, LLC

United States Authorized Dealer Agreement

 

THIS AGREEMENT is made as of the date it is executed below (“Effective Date”) by and among Innovative Technology Electronics, LLC with an address of 3350 Walnut Street Denver, CO 80205 (“Victrola”), and the Authorized Dealer, with an address provided in signature ("Dealer"). Victrola and Dealer are each sometimes referred to herein as a “party” or collectively as the “parties”. The parties hereby agree as follows:

  1. Appointment of Dealer.Victrola appoints the Dealer and the Dealer accepts the non-exclusive right to act upon the terms and conditions set forth in this Agreement as an Authorized Dealer of the Victrola product only to End Users within the Territory deemed the continental United States.
  2. Internet Advertising and Sales.Dealer is authorized to sell Victrola Products in their own physical retail location(s). Dealer is expressly prohibited from advertising and/or selling Victrola Products on the Internet, inclusive of any Marketplace or Third Party Reseller.
  3. Transshipping.Dealer shall not Transship Products, specifically; it shall not sell or transfer any of the Products to any person or entity for resale other than to End Users. Dealer shall not sell or offer for sale any product bearing a trademark, copyright, patent, or name associated with Victrola, which Dealer purchased or obtained from a source other than directly from Victrola, or an Authorized Victrola Distributor. Dealer shall not obscure or alter in any fashion any serial numbers. Products, or its packaging.
  4. Geographic Sales Boundary.Dealer may only sell and advertise for sale the Products within the Territory, set forth herein as the continental United States. Victrola hereby expressly prohibits the Dealer from soliciting or consummating sales outside the Territory
  5. Liquidated Damages.Dealer and Victrola agree that for each occasion Dealer breaches Sections 1, 2, 3, or 4 of this Agreement engaging in the unauthorized sale of Products will result in liquidated damages that Victrola shall be entitled to recover from Dealer equal to five times (5X) the MSRP of the Products, per unit of Product, advertised or resold by Dealer plus the reasonable legal fees incurred by Victrola in prosecuting any claim or suit against any individual or entity to whom Dealer has resold Products in violation of this Agreement. Further, if Victrola prevails in any suit against Dealer under this paragraph, Victrola shall be entitled to recover from Dealer all of its reasonable attorney's fees and costs incurred in such suit. The parties agree that these damages are not punitive.
  6. Term of Agreement and Termination.

(a) This Agreement shall begin on the Effective Date and, unless sooner terminated as provided herein, continue in full force and effect for one (1) year from Effective Date (the "Initial Term"). This Agreement will automatically renew for consecutive one (1) year terms ("Renewal Term(s)").

(b) This agreement shall be terminable at will, without liability, by either party upon thirty (30) days written notice.

(c) Victrola, at its option, may immediately terminate this Dealer Agreement upon notice to Dealer in the event of a breach of this Agreement. Breach exists if Dealer fails to fulfill its responsibilities set forth in this Agreement, including, but not limited to, any failure by Dealer to pay Victrola any sums that may be due or that may become due pursuant to the terms hereof.

(d) This Agreement shall terminate immediately in the event that either party shall become insolvent, or enter into liquidation or receivership or any procedure for the settlement of debts, including voluntary or involuntary bankruptcy proceedings.

(e) No termination of this Agreement shall release either party from any obligation that may be accrued or owed to the other party whether then or thereafter. NOTWITHSTANDING THE FOREGOING, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY SOLEY BY REASON OF THE TERMINATION OF THIS AGREEMENT, FOR ANY EXPENDITURES, INVESTMENTS, COMMITMENTS, OR ANY LOSSES OR DAMAGES OF ANY KIND, WHETHER DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL OR OTHERWISE, SUSTAINED BY REASON OF SUCH TERMINATION.

(f) Upon expiration or termination of this Agreement, Dealer shall immediately cease to represent itself as an authorized reseller of the Products, cease any and all use of the Intellectual Property, and return to Victrola any and all advertising, promotional, display and other materials that have been furnished to Dealer by Victrola. Dealer agrees to not purchase and/or sell Victrola Products after expiration or termination of this Agreement. Further, Victrola shall be under no obligation to fulfill any orders by Dealer after notice of termination.

  1. Prices and Terms of Sale.Victrola shall sell the Products to the Dealer at the prices in effect at the date Dealer’s order is accepted by Victrola. Victrola may amend prices at any time without prior notice to Dealer and shall have no liability to Dealer in connection with Dealer’s inventory of unsold Products as of the effective date of such amendment. Price amendments shall apply to all orders accepted by Victrola subsequent to the effective dates of the amendment.
  2. Confidential Information. Dealer acknowledges that by entering into this agreement, Dealer may have access and/or be exposed to confidential and proprietary information of Victrola, including without limitation, price lists, product information, information concerning methods of operations, suppliers, provider lists, and systems. Dealer acknowledges and agrees that such information is confidential and proprietary, and Dealer agrees to keep such information confidential and not disclose it to third parties. Dealer understands and agrees that the release of this confidential information to any third party would cause irreparable harm to Victrola, and that Victrola will be entitled to seek injunctive relief. Should Dealer be found to have violated the confidentiality provision of this Agreement, Dealer will be responsible for any damages, including costs and reasonable attorney's fees arising out of the violation.
  3. Indemnification.Dealer agrees to indemnify Victrola and to hold it harmless from and against all liability, damage or expense, including costs and attorney’s fees, arising out of or relating to the acts or omissions of Dealer, its employees or agents, in connection with the duties of Dealer under this Agreement, or incurred by Victrola in successfully enforcing any provisions of this Agreement.
  4. Non-assignability. It is expressly understood and agreed by the parties hereto that Victrola’s willingness to enter into this Agreement is based upon Victrola’s confidence in the existing management and ownership of Dealer. Therefore, the parties agree that no right or obligation of Dealer arising out of this Agreement may be assigned or otherwise transferred, whether by operation of law or otherwise, without the prior written consent of Victrola.
  5. Electronic Execution.In accordance with the federal Electronic Signatures in Global and National Commerce Act, 15 U.S.C. Section 7001 et seq. (“ESIGN”) and the California Uniform Electronic Transactions Act, Cal. Civ. Code §§ 1633.1 – 1633.17 (“UETA”), the parties hereby agree to execute this Agreement using electronic means including the use of electronic signatures by the parties, which the parties agree shall have the full force and legal effect as if the electronic signatures were traditional hand-written signatures. The Dealer acknowledges that it has the ability to retain this Agreement either by printing or saving it. Electronic signature means any “electronic sound, symbol, or process attached to or logically associated with a contract or other record and executed or adopted by a person with the intent to sign the record.” 15 U.S.C. § 7006(5). Each signatory agrees that he or she has been authorized and has the authority to enter into the Agreement with an electronic signature on behalf of the applicable party and intends to sign this Agreement by applying his or her electronic signature as indicated.
  6. Execution.The Dealer acknowledges and agrees that he or she has been authorized and has the authority to enter into this Agreement with the signature below.

 

 

Company Name:________________________________________

 

Signature:______________________________________________

Name:_________________________________________________

Title:__________________________________________________

Date:__________________________________________________

 

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