Agent Agreement

RECITES:
A. The AGENT agrees to be the online distributor of the Supplier for certain products; and
B. The Supplier wishes to sell its products through the AGENT on a continuing basis on the terms and conditions set forth below.

NOW, THEREFORE, in consideration of the mutual agreements and covenants, the Supplier and AGENT agree as follows:

1. DEFINITIONS

1.1 “Confidential Information” means all information, documentation or knowledge in any form, relating to the business and assets of the Supplier, not generally known to the public, disclosed to, or which may be obtained directly or indirectly by the AGENT, or which may be derived in any way by it as a consequence of the performance of its obligations hereunder; including, but not limited to, product designs, inventions, marketing techniques.

1.2 “Customers” means any person or business entity who purchases Products from the SUPPLIER with the assistant from AGENT.

1.3 “Products” means the finished Avolta, Daikin, LG, Midea, Mitsubishi Electric, Panasonic, Toshiba & Trentios products sold by the Supplier, included but not limited to the abovementioned models.

1.4 “Territory” means the country of Singapore.

1.5 “Website” means the supplier’s website – https://buyaircon.online.

2. APPOINTMENT
2.1 Subject to the terms and conditions of this Agreement, the Supplier appoints the AGENT, and the AGENT hereby accepts such appointment, as the Supplier’s authorised AGENT to promote the product and assist the sale of the Products to the Customers in the Territory.

3. AGENT’S RESPONSIBILITIES

3.1 Minimum purchase. The AGENT does not have to order and purchase a minimum quantity of Products from the Supplier. Every order made through Buyaircon.online by customer shall be treated as purchase order raised to the Supplier and shall be subject to the Supplier’s acceptance of that purchase order.

3.2 Compliance. The AGENT shall comply with all applicable laws and regulations currently operating in the Territory relating to the sale, distribution and promotion of the Products. The AGENT shall not export, directly or indirectly, any Products or related information with obtaining all required license and approvals from the appropriate government agencies.

3.3 No modification to Products. The AGENT shall not modify or change the Products in any way without the express prior written consent of the Supplier.

4. SUPPLIER RESPONSIBILITIES

4.1 Supply. The Supplier shall as far as possible supply the AGENT the Products to enable the AGENT to meet the demand for the Products in the Territory accordingly to the purchase order issue by the CUSTOMER.

4.2 Information on Products. The Supplier shall provide the AGENT with sufficient information, materials, manuals and other technical documents as are reasonably necessary to enable the AGENT to perform its obligations herein.

5. PRICING TERMS

5.1 Purchase price. The prices for the Products, and any discounts thereto, are set forth in the supplier’s website.

5.2 Price modifications. The Supplier reserves the right to change the prices or discounts applicable to the Products at its sole discretion. The Supplier will not give to the AGENT notice of any changes in price.

6. RETAIL PRICING TERMS

6.1 Retail selling price – The AGENT and his Customers shall be at all times follow the Supplier indicated retail selling price for the Products. Notwithstanding the acceptance of any purchase order from the Agent, the Supplier reserves the right at any time to stop the supply of the Products, including further supply, If it comes to the knowledge of the Supplier that the Agent has sold any of the Products at a price different from the supplier’s retail price specified by the Supplier without the approval of the Supplier.

7. COMMISION TERMS
7.1 Agent Commission
Agent will earn commission of Ten Percents(10%) on Avolta & Trentios brand, Five Percents(5%) on other brands sold on Buyaircon.online under general sale, except for products sold under special promotion, where the commission will be Two Percents(2%) or to be advised by supplier separately. Total commission payout is after deduction of 7% GST from the retail price. Supplier reserves the right to review and amend the commission scheme from time to time.

7.2 Payment of Commission
All payments by the SUPPLIER to the Agent shall be in Singapore dollars via:

a. Bank wire transfer or Cheque

Payments of commission shall be made to the AGENT within 30 days after full payment has been made by customer, and after the date of delivery/installation to the CUSTOMER’S designated location.

8. PRODUCT RIGHTS
The AGENT acknowledges and agrees that the Supplier owns all of the Intellectual Property (IP) rights and other Proprietary Rights in the Products. The use by the AGENT of the IP rights and the Proprietary Rights is authorised during the term of this Agreement and only for the purposes herein set forth:
a. Advertising, marketing and promotional activities under the Products’ trademarks, service marks, and trade names
b. All advertising, marketing and promotional activities and materials shall have the prior written approval of the Supplier.

9. NON-DISCLOSURE

9.1 Non-disclosure. The Agent shall treat as confidential all Confidential Information, and shall not use such Confidential Information except with the express written consent of the Supplier. The Agent shall not disclose any Confidential Information to any third party. The Agent shall promptly notify the supplier of any actual or suspected misuse or unauthorised disclosure Confidential Information or any part of it.

9.2 The provision of Clause 9.1 shall remain in force notwithstanding the termination of this agreement.

10. TERMINATION
This Agreement may be terminated by either party for any reason or no reason, by giving the other party written notice 30 days in advance.
Upon termination of this Agreement, the AGENT shall make such disposition of price lists, unsold products and other materials as the Supplier shall direct.

11. GENERAL

11.1 Applicable law and governing jurisdiction.
This Agreement shall be governed by and construed in accordance with the laws of Singapore.

11.2 Entire agreement clause
This Agreement, including all constitutes the entire agreement and understanding between the Parties with respect to all matters herein and supersedes all prior oral or written agreements and understandings between the Parties with respect thereto.

11.3 Prohibition against assignment
Neither this Agreement nor any rights or obligations of the AGENT hereunder shall be assignable or transferable by the AGENT, in whole or in part, by operation of law or otherwise, without the prior written consent of the Supplier.

11.4 Amendments
This Agreement may not be modified or amended except by an instrument in writing executed by both Parties.

WHEREFORE, the Parties acknowledge that they have read and understood this Agreement and voluntarily accept the duties and obligations set forth herein.

Effective date  :  26/10/2020
Last updated  :  26/10/2020