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Formule su propia pregunta a Jorge Negrete

Jorge Negrete
Jorge Negrete, Abogado de México
Categoría: Ley de México
Clientes satisfechos: 1147
Experiencia:  Abogado con mas de 20 años de experiencia en litigio y docencia
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We have a DISTRIBUTION AND REPRESENTATION AGREEMENT between

Pregunta del cliente

We have a DISTRIBUTION AND REPRESENTATION AGREEMENT between a USA company and a Mexican company. See main clauses below: We have been Threatened with an anticipated cancellation argumenting lack of sales. Is it legal? Did we have an exclusivity for Mexico Territory?

CLAUSES

1. Services to be rendered. "YYYY" hereby retains "XXXX" to provide the sales services to "YYYY” as a Distributor and Sales Representative with the following terms:

(a) Territory: Mexico with the exclusion of the mining company ABC in Piedras Negras, Coahuila, Mexico which has been assigned to another distributor.

(b) "YYYY" reserves the right to sell to Original Equipment Manufacturers and non mining & aggregate end users.

Responsibilities of "XXXX":

(a). Identify customers for ""YYYY" "s products;

(b). Within such limitations relating to price, delivery and other key terms as ""YYYY" " may from time to time specify in writing, and subject to acceptance by ""YYYY" " (by e-mail or US postal) negotiate sales contracts as ""YYYY" " 's sales representative.

(c). Monitor Requests for Quotations, Purchase Orders, Supply Contracts, negotiations, and performance by "XXXX"’s customers and END USERS, including acceptance of quality, product performance, delivery, payment terms, etc.

2. Compensation to "XXXX":

(a). End Users’ Sales price of "XXXX": will be defined by "XXXX": according the competitive and market conditions for the specific product and/or services in the territory or region where "VR”’s products are sold.

(b). Considering that " YYYY " price list’ is quoted, FOB its City __, State___ , USA, Plant, parties agree that "XXXX"will add the corresponding freight charges up to the Mexican border or to the final location of the customers plus the corresponding payable import tax to Mexico (if any), for every product or group of products to be shipped.

(c). When acting as " YYYY "’s Distributor, "XXXX" will directly invoice the products and services provided by " YYYY” to end users and will be obliged to pay " YYYY” according the terms and payment conditions agreed between " YYYY” and "XXXX"

(d) When acting as " YYYY "’s Sales Representative which will apply for special large customer’s orders, "XXXX"will act only as a technical and selling liaison between " YYYY "’s and end users. In this case “YYYY " will be responsible for invoicing and collection of the amounts due, if credit was granted to the customers. " YYYY” will be, at the same time obliged to pay "XXXX"the sales’ commissions agreed for these specific large purchase orders.

(e). All payments to "YYYY” shall be in US dollars.

(f). All payments to " XXXX " shall be in US dollars.

(g) All payments to "XXXX" shall be deposited at the following Bank
Account number: # XXXXX of International Bank (INB Bank) with ABA /RT No. ____________ under the name of XXXX.

3. Term of Aqreement.This agreemenits effective from March 1st. 2011
and shall expire on March 1st. 2016 unless earlier terminated by
(i) Mutual written agreement.
(ii) or for not meeting objectives listed below
Neither expiration or termination of this Agreement shall terminate the obligation of
‘YYYY" to pay "XXXX" for services rendered with respect to sales
Following such date that result from orders received prior to such date and/or
Commissions described in clause 4 -(d) and 4-(e).This agreement will be
Automatically renewed for an additional 5 years for meeting, ,year five
Objective below.:

Objective (US Dollars)
Year one $200,000
Year two $500,000
Year three $750,000
Year five $1,000,000

4. Parties commitments and Covenants.

(a). " XXXX " agrees to use its best efforts to perform its obligations hereunder to promote sales of "SUPPLIER" products .

(b). Each party will provide to the other on a regular basis such documentation as may reasonably be required to enable the other part to be assured of compliance with this Agreement.

(c). All confidential information received or learned by " XXXX " relating to " YYYY " 's business, clients and products shall be kept in confidence by " XXXX " and neither used by " XXXX " nor disclosed to any other person for any purpose outside this Agreement.

(d). " YYYY " will respect and honor the exclusivity rights for every new customer obtained by " XXXX " within its territory. This exclusive condition will be confirmed with the first paid order and as result of it, will pay "XXXX" according this Clause 4-(d). If " YYYY " arranges a sales operation with any of the exclusive clients without " XXXX "‘s intervention or participation than, " YYYY " is obliged to pay at least a 15% fifteen percent sales commission in every sales made to those clients within " XXXX "’s exclusive sales territory.

(f). Once the first sale is made to these new clients, this criteria agreed in Clause 4-

(d), will be applied for a period of at least 5 five years after the date of termination or cancellation of the present agreement, independently of the causes..
Enviada: hace 6 año.
Categoría: Ley de México
Experto:  Jorge Negrete escribió hace 6 año.

Hi:

 

acording with your agreement you have no obligation to make a minimun amount of sales, and you have the exclusivity for Mexico with the exeption of the mine in piedras negras.