Please fill in details print out and
fax back to Australia on ( 61+7 ) 3290 2481 or fill in details and Submit
This document remains the property of Celestial Industries Pty ltd for its own personal
& business use.
Legal documents by R.P Emery & Associates Updates:www.rpemery.com
This Agreement, effective the
is entered into
(Agent), a corporation or other entity
having its principal place of business at
A. Original Term
This agency agreement shall continue from the effective date hereof and, unless sooner
terminated in accordance with the provisions of Paragraph 7 below, shall have an initial
term of one year. Thereafter, the agreement shall be automatically renewed on a yearly
basis unless sooner terminated by either party in accordance with the provisions hereof.
2. AUTHORISED LOCATIONS AND TERRITORIAL RIGHTS
A. Agents Market Trading Area and Territorial Rights; Agent is responsible for effectively
selling, servicing, and otherwise representing assigned Company product(s) in the
territory designated. It is the intention of Company and Agent that Agent devote its full
efforts to developing its Market Trading Area. Agent agrees, therefore, that it will not
engage, either directly or indirectly, in any activities contemplated by this Agreement
from locations outside of its Market Trading Area, or directed to customers located
outside of its Market Trading Area. Company will not authorise any other company or entity
to establish an agency in Agents Market Trading Area, if Agent meets its obligations under
B. Facility Location, Design and Appearance Agent agrees to conduct its operations solely
from locations within its Market Trading Area which have been approved by Company. Agent may only
establish additional facilities within its Market Trading Area with the prior consent of Company. Agent warrants that its
facilities will be properly
maintained and satisfactory in appearance to promote and preserve the image of Company.
3. RESPONSIBILITY TO PROMOTE, SELL AND SERVICE COMPANY PRODUCTS
A. Agents Responsibility to Promote and Sell (Describe and/or attach)
B. Responsibility for Service.
Agent agrees to provide courteous, convenient, prompt, efficient and quality service, and
agrees that it will maintain a service department sufficient to meet its obligations hereunder.
4. SALE OF PRODUCTS
A. Sale of Product (s) by Agent
Agent has a price list specifying the current product (s) range which Agent may purchase.
Company may update the price list by furnishing the Agent a superseding price list.
B. Sale of Parts and Accessories to Agent New or re-manufactured parts and/or accessories
marketed by Company are called Parts and Accessories. Orders for Company Parts and Accessories will be
submitted and processed according to
written procedures established by Company or other designated suppliers.
C. Prices and Other Terms of Sale
(1) Product (s)
Prices, freight and/or destination charges, and other terms of sale applicable to
purchases of product (s) range are established by Company. Company may change prices, destination charges and other terms of
sale applicable to any product (s) range any time.
(2) Parts and Accessories
Prices and other terms of sale applicable to Parts and Accessories are established by
Company. Company may change prices, destination charges and other terms of sale applicable to Parts and Accessories at
A. Product Inventory
Agent recognises that customers expect Agent to have a reasonable quantity and variety of
current product range in inventory. Accordingly, Agent agrees to stock and sell, subject to any supply
restrictions, Company product (s) in quantities sufficient to meet its obligations under this Agreement.
B. Parts and Accessories
Agent covenants and agrees to stock sufficient Parts and Accessories to perform warranty
repairs and policy adjustments and meet the demands of its customers.
6. WARRANTIES ON PRODUCTS
Agent is required to abide by the terms of Company warranty policy, to inform customers
accurately of the warranty provisions, and not to resolve warranty claims by engaging the customer, ex parte, or
placing blame or liability on Company.
Agent shall make available to prospective purchasers a copy of Company written
warranty then in effect.
Company shall furnish through Agent to each purchaser of one of Company standard written limited
warranty in effect at such time.
Company warranty is in lieu of any other express warranty with regard to Company
ALL IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSE ARE HEREBY
Agent shall obtain the purchaser's signature (s) on the Warranty Registration Card
accompanying Company written warranty, and thereafter cause such Warranty Registration
Card to be mailed or delivered to Company not later than thirty (30) days after the
delivery of the product (s).
A. Termination of Agreement
(1) By Agent
If Company fails to provide an adequate stock of product (s) to the agent pursuant to
timely orders, Agent may terminate this agreement by giving Company thirty (30) days written notice.
(2) By Company
a. Failure to be Licensed If Agent fails to secure or maintain any license required for
the performance of obligations under this Agreement, or such license is suspended or
revoked, Company may immediately terminate this Agreement by giving the Agent written
b. Misrepresentation, Failure to Conduct Operations, or Change of Owner
If Agent submits any false information to Company or to customers, fails to conduct
customary distributor operations or sells, assigns or otherwise transfers its interest hereunder, without prior written
consent from Company,
Company may terminate this Agreement upon thirty (30) days written notice.
c. Events of Default
If Agent shall suffer any of the following events: bankruptcy or actions by creditors
against dealers, or changes in location or ownership, Company may immediately terminate this Agreement by giving the
Agent written notice. Agent
agrees to immediately notify Company upon the occurrence of any event of default.
d. At the End of Any Yearly Term
This Agreement may be terminated by Company, with or without cause, on the expiration of
any yearly term as defined in paragraph 1, by providing 60 days written notice to the Agent.
Agent shall indemnify and hold harmless Company from and against any claims, demands,
losses, liability actions, lawsuit damages and expenses, including solicitor fees and court costs to the extent such
claims, demands, losses, lawsuit damages and expenses result from any act or omission in connection with Agent
distribution and sale of Company
products and/or Agent obligations under this agreement.
9. INVENTORY REPURCHASE AND HOLD-HARMLESS
Upon termination of the Agreement by either party as herein provided, Company has the
exclusive option exercisable within (30) days following termination to repurchase from Agent at the price paid by Agent, less
actual freight, all company products sold by Company to Agent hereunder, less a discount of ten percent (10%) of such
prices for handling. Agent shall sell and deliver to Company, upon demand, all such products as Company shall opt to
repurchase when payment therefore is tendered to Agent, and upon proof of clear title thereto by Agent.
With respect to any company product (s) repurchased by Company pursuant to this agreement,
Agent agrees to indemnify and hold harmless Company and any agents to whom Company may transfer such
product (s) herein
after the "Company
Indemnities" from and against any and all claims, lawsuits, costs, expenses and
damages, including solicitor fees and court costs relating to or arising out of the possession or sale of such
product (s) by
Agent and/or Company Indemnities or the activities of the Agent and/or Company Indemnities with respect to the repurchase
of the product, including but
not limited to any claims by third parties that any such products has been sold to them
and that the Agent and/or the Company Indemnities have no legal right to possession of such
product (s) and/or no legal
right to consummate the repurchase
of such product (s).
10. FINANCIAL STATEMENTS
Agent shall furnish to Company its annual financial statement certified by a certified
public accountant within 45 days of the close of its fiscal year. Agent to advise their Countries fiscal year from
11. CHANGES IN OWNERSHIP
Company has entered into this Agreement based upon, among other things, the personal
qualifications and involvement of the Agent operator and Agent owner. Agent covenants and agrees that it cannot assign its
rights under this Agreement without prior written approval of Company.
12. NO AGENT OR LEGAL REPRESENTATIVE STATUS
This Agreement does not make either party the agent or legal representative of the other
for any purpose, nor does it grant either party authority to assume or create any obligation on behalf of or in the
name of the others. No fiduciary obligations are created by this Agreement.
13. TRADEMARKS, SERVICE MARKS, SIGNS AND LOGOS
Agent is hereby granted the privilege to use, subject to the limitations set forth below
the trade name and trademark of Company. Agent shall identify itself as an "Authorised Agent" in all advertising
materials, other printed matter utilized by Agent in the conduct of its business during the term of this Agreement. Upon
termination of the Agreement Agent shall immediately discontinue the use of the trademark and trade name of Company and Agent shall
immediately remove all signs and other printed material of any kind bearing the trademark or trade name of
Company. Agent shall then have no further privilege to use the name of Company.
Any notice required to be given by either party to the other in connection with this
Agreement must be in writing and delivered personally or by mail. Notices to Agent will be directed to Agent or its
representatives at Agent's principal place of business, and notices to Company will be directed to the Managing Director,
Mailed notices will be deemed received on the date deposited in Australia Post, including
Agent acknowledges that it has read and understood this Agreement and that Company has
afforded Agent ample time and opportunity to consult with advisors of Agent's own choosing about the potential benefits
and risks of its entering into this Agreement.
16. FILING OF CLAIMS
Any claim whatsoever against Company or representatives of Company resulting from or
arising out of this Agreement that is not set forth in writing by registered by mail within thirty (30) days after
termination of this Agreement shall be considered waived.
17. ENTIRE AGREEMENT
This Agreement sets forth the entire agreement and under- standing between the parties as
to the subjects therein contained, and any and all prior or contemporaneous proposals commitments and
representation, oral or written, are merged herein and superseded hereby.
18. AMENDMENTS IN WRITING
This Agreement shall not be altered or amended except in writing and signed by the parties
No waiver by Company of any default or breach of any promise covenant or obligation by
Agent hereunder, shall constitute a waiver by Company of any subsequent default or breach by Agent hereunder.
Executed on the day and date first above written at Australia.