Reseller
Def Dog Productions LLC
60 Bigbee High Rd, Ward, CO 80481
Operating as: EXO Showroom (exoshowroom.com)
Manufacturer / Supplier
[MANUFACTURER NAME]
[MANUFACTURER ADDRESS]
[MANUFACTURER CONTACT]
Section 1
Appointment as Authorized Reseller
Manufacturer hereby appoints Def Dog Productions LLC ("Reseller") as a non-exclusive Authorized Reseller of the following products ("Products"):
- [PRODUCT NAME AND MODEL]
- [ADDITIONAL PRODUCTS IF ANY]
Reseller accepts this appointment and agrees to actively promote, market, and resell the Products in accordance with the terms of this Agreement. This appointment does not create an exclusive arrangement, and Manufacturer retains the right to appoint additional resellers or sell directly.
Section 2
Territory
Reseller is authorized to market and sell the Products within the following territory: United States of America. Any sales outside this territory require prior written approval from Manufacturer.
Section 3
Demo Unit Provision
In consideration of Reseller's marketing efforts and showcase placement on EXO Showroom (exoshowroom.com), Manufacturer agrees to provide Reseller with the following:
- One (1) demonstration unit of the Products ("Demo Unit") on loan at no cost to Reseller
- The Demo Unit shall be delivered to Reseller within [30 / 60 / 90] days of agreement execution
- The Demo Unit remains the property of Manufacturer and shall be returned in good condition within 30 days of Agreement termination, unless mutually agreed otherwise
- Reseller shall use the Demo Unit solely for demonstration, photography, and sales purposes — not for personal use or resale
Section 4
Pricing, Margins & Payment
Manufacturer agrees to provide Reseller with dealer pricing at a discount of [XX%] off the Manufacturer's Suggested Retail Price (MSRP). Reseller may set its own resale prices at or above dealer cost.
- Manufacturer will invoice Reseller upon confirmed customer order
- Payment terms: [Net 30 / Net 15 / Upon order confirmation]
- Manufacturer is responsible for fulfillment and shipping directly to end customer, unless otherwise agreed
- Reseller earns the spread between dealer cost and resale price
Section 5
Marketing Rights & Brand Assets
Manufacturer grants Reseller a non-exclusive, royalty-free license to:
- Display Manufacturer's product name, trademarks, logos, and brand assets on EXO Showroom and related marketing materials
- Use product photography, specifications, and descriptions provided by Manufacturer
- Identify itself as an "Authorized Reseller" of Manufacturer's Products
Reseller agrees to use brand assets in accordance with Manufacturer's brand guidelines and to promptly update or remove materials upon Manufacturer's reasonable request.
Section 6
Reseller Obligations
- Maintain an active, professional product listing on exoshowroom.com
- Represent Products accurately — no false or misleading claims
- Refer all warranty claims, technical support, and service requests directly to Manufacturer
- Not modify or alter Products in any way
- Comply with all applicable federal and state laws in connection with the resale of Products
Section 7
Term & Renewal
This Agreement commences on [DATE] and continues for an initial term of one (1) year. It shall automatically renew for successive one-year terms unless either party provides written notice of non-renewal at least 30 days before the end of the then-current term.
Section 8
Termination
Either party may terminate this Agreement with 30 days written notice. Manufacturer may terminate immediately if Reseller materially breaches this Agreement and fails to cure such breach within 10 days of written notice. Upon termination:
- Reseller shall immediately remove all Manufacturer branding and product listings from its platforms
- Reseller shall return the Demo Unit within 30 days
- Any pending orders confirmed prior to termination shall be fulfilled per their terms
Section 9
Limitation of Liability
Neither party shall be liable for indirect, incidental, special, or consequential damages arising out of this Agreement. Manufacturer's total liability to Reseller under this Agreement shall not exceed the total fees paid or payable in the three months preceding the claim.
Section 10
Governing Law
This Agreement shall be governed by the laws of the State of Colorado, without regard to conflict of law principles. Any disputes shall be resolved in the courts of Boulder County, Colorado.
Def Dog Productions LLC (Reseller)
Signature
Kevin Baluha, Principal
Date
[Manufacturer Name]
Signature
[Name & Title]
Date