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MANUFACTURER’S SALES REPRESENTATION AGREEMENT

March 21, 2025

MANUFACTURER’S SALES
REPRESENTATION AGREEMENT

This agreement is dated as of above located at (hereafter referred to as the “Manufacturer”) and Retail Empire (hereafter referred to as the “Representative”).

A) Appointment and Accounts

  1. Manufacturer hereby appoints and grants the Representative assignable right to sell all select product lines of the Manufacturer.
  2. The Manufacturer and the Representative agree that in the promotion and sales of their products, the Representative shall be primarily responsible for various selling channels in the USA as agreed by emails and on exhibit B.

B) Responsibilities of the Representative

  1. The Representative shall fully promote, expand, exploit and cover existing and potential accounts within the Territory on a regular basis consistent with good business practice, and to bear all expenses incurred.
  2. The Representative shall cooperate with and assist the Manufacturer in advertising and merchandising, whenever possible.

C) Responsibilities of the Manufacturer

  1. The Manufacturer shall furnish the Representative reasonable amounts of promotional sales and technical information, literature and brochures and whenever possible, provide such information in advance of initial product release.
  2. The Manufacturer shall provide reasonable samples, sales support and services assistance.
  3. The Manufacturer shall furnish the Representative with current price sheets and product schedules when needed.
  4. The Manufacturer has the final approval on all orders written by the Representative. The Representative shall conduct its business as an independent sales representative.

D) Commission

  1. The Manufacturer shall provide copies of all invoicing on a timely basis. All products for which orders are accepted by the Manufacturer shall be billed and shipped directly to the customer by the Manufacturer. The Manufacturer shall be responsible for all credit risk and collections; however, the Representative shall assist the Manufacturer in collecting overdue accounts.
  2. The Manufacturer shall pay the Representative commissions on sales made to customers in the Representative’s Territory. Such commission shall be computed on the net invoice price of the products as billed by the Manufacturer and shall be payable by the Manufacturer by the end of the month that it was paid to manufacturer by customers. The Manufacturer will furnish the Representative with a monthly commission statement, showing the total invoice price of all sales in the Territory upon which such commission is based, including computations of credits, deductions and the net commission payable.

E) Monthly Subscription Terms

  1. Subscription Duration: The subscription is on a monthly basis.
  2. Cancellation by Customer: Customers can cancel their subscription at any time. Upon cancellation, their subscription will remain active until the end of the currently paid month.
  3. No Refunds: There are no refunds or cancellations for subscription fees already paid.
  4. Renewal: The subscription automatically renews each month unless cancelled by the customer.
  5. Payment Declined or Late Payment: In the case that your payment is declined by your bank or the software, or in the case of a late payment, all campaigns and correspondence with buyers will be put on hold until the payment has been received. Once payment has been received, outreach and follow-ups will continue as normal.

F) Termination

  1. This agreement shall be effective as of the date herein and may be terminated at any time by either party upon ten (10) days’ notice to the other party.
  2. The Representative shall be entitled to all commissions on any shipments made to the representative’s customers within 2 years after termination of this contract.
  3. If there are no sales or potential progress within 3 month, this contract will be terminate.

This agreement supersedes all prior agreements between the Manufacturer and the Representative.

The Manufacturer has ­hereunto affixed his signature, an authorized officer of the Representative has hereunto affixed his signature, both as of the day and year written above.

EXHIBIT “A”

The Commission:

Commissions will be paid against net sales as stated in Section D.

Commission rate on accounts will be 7%. depending on the purchase orders terms and vendor’s COG vs wholesale prices.

EXHIBIT “B”

The representative customers:

  1. USA Retailers (physical stores)

2.Discounters (optional as I am not sure if the price point will fit them)

  1. Non-retailers

Magazines drop shippers

Media companies

Subscription boxes

  1. Strong wholesalers across the USA
  2. Media and TV

EXHIBIT “C”

Service Fulfillment and Communication:

  • Outreach Commitment: Retail Empire commits to proactively reaching out to relevant buyers within the USA on behalf of the subscribed vendor, ensuring maximum exposure and opportunities for product placement.
  • Reporting: Bi-weekly, Retail Empire shall provide the vendor with a detailed report, encapsulating outreach efforts, buyer responses, and market feedback relevant to the vendor’s products.
  • Buyer Interest Communication: In the event of a buyer expressing interest in the vendor’s products, Retail Empire shall promptly alert the vendor and facilitate direct communication by adding the vendor to the relevant email thread, ensuring a smooth transition and potential sales opportunity.
  • This section will ensure the vendor is regularly informed about outreach efforts and buyer interests, fostering transparency and trust in the service provided by Retail Empire.

Responsibilities and Limitations:

  • Responsibility of Outreach: Retail Empire will employ its resources and expertise to outreach all relevant buyers within the USA for the subscribed vendor’s products, ensuring a wide scope of market exposure.
  • Limitation of Liability: While Retail Empire is committed to providing the highest quality of service in market outreach and communication facilitation, it is expressly understood that Retail Empire is not responsible for the final decision-making process of the buyers. The outcome of the outreach efforts, including the buyers’ decisions to purchase or not to purchase, falls outside the realm of Retail Empire’s control and responsibility.

Privacy Limitation - Customer Privacy Policy:

This section delineates our commitment to the privacy and security of our customers’ personal information. We detail the types of information collected, the purposes for its collection, and the stringent measures we employ to protect it. Adherence to relevant data protection legislation is paramount, and we transparently communicate how customers can access, manage, and control their personal data. Our policy reflects our dedication to maintaining the trust and confidence of our customers by ensuring the confidentiality and integrity of their information

MANUFACTURER

XXXXX

    NAME:

    EMAIL:

    TITLE:

    DATE:

    SIGNATURE:

    REP AGENCY

    Retail Empire

    NAME:

    Talor Ofer

    EMAIL:

    info@retail-empire.com

    TITLE:

    Owner

    DATE:

    March 21, 2025

    SIGNATURE:

    EXHIBIT “C”

    Service Fulfillment and Communication:

    • Outreach Commitment: Retail Empire commits to proactively reaching out to relevant buyers within the USA on behalf of the subscribed vendor, ensuring maximum exposure and opportunities for product placement.
    • Reporting: Bi-weekly, Retail Empire shall provide the vendor with a detailed report, encapsulating outreach efforts, buyer responses, and market feedback relevant to the vendor’s products.
    • Buyer Interest Communication: In the event of a buyer expressing interest in the vendor’s products, Retail Empire shall promptly alert the vendor and facilitate direct communication by adding the vendor to the relevant email thread, ensuring a smooth transition and potential sales opportunity.
    • This section will ensure the vendor is regularly informed about outreach efforts and buyer interests, fostering transparency and trust in the service provided by Retail Empire.

    Responsibilities and Limitations:

    • Responsibility of Outreach: Retail Empire will employ its resources and expertise to outreach all relevant buyers within the USA for the subscribed vendor’s products, ensuring a wide scope of market exposure.
    • Limitation of Liability: While Retail Empire is committed to providing the highest quality of service in market outreach and communication facilitation, it is expressly understood that Retail Empire is not responsible for the final decision-making process of the buyers. The outcome of the outreach efforts, including the buyers’ decisions to purchase or not to purchase, falls outside the realm of Retail Empire’s control and responsibility.

    Privacy Limitation - Customer Privacy Policy:

    This section delineates our commitment to the privacy and security of our customers’ personal information. We detail the types of information collected, the purposes for its collection, and the stringent measures we employ to protect it. Adherence to relevant data protection legislation is paramount, and we transparently communicate how customers can access, manage, and control their personal data. Our policy reflects our dedication to maintaining the trust and confidence of our customers by ensuring the confidentiality and integrity of their information