SFRdealerapplication-2.docx
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1、 SFR Internationals Dealers Agreement/Terms and Conditions You must accept these Terms and Conditions in order to make the purchase of Seoulfulracings ECU reflash program and service. By purchasing our product and service you agree to be bound by these Terms and Conditions. Lisensor- SuperGTImports
2、DBA SFR International Inc. Lisensee- Speed Hunter THIS AGREEMENT (“Agreement”) is dated March 8, 2017 among SuperGTImports DBA SFR international inc., a Corporation, established pursuant to the laws of the State of Pensylvennia, having an address of 319 Westtown Road Suite M West Chester, PA 19382(“
3、Licensor”), and Speed Hunter, a company incorporated pursuant to the laws of China, with an address of Daqing, Jiangsu, China Yizheng City, North Road, No. 178 (“Licensee”). DEALER APPLICATION Business Name: Address: Phone: Fax: Business Email: Website: 1st Contact Name: 1st Contact Email: 2nd Conta
4、ct 2nd Contact Email Owners Name: Business License #: Resale # (state of California only): Shop Size: Number of Employees: Length of Time in business: Credit references (list contact person, company and contact number): DEALER AGREEMENT THIS DEALER AGREEMENT (“Agreement”) is made as of the date show
5、n signature page of this Agreement, between SFR International Inc. (“Seoulfulracing”) and the party listed as “Dealer” on the signature page of this Agreement. The parties hereto agree as follows: RECITALS A. Seoulfulracing desires to appoint the Dealer as listed on the signature page of this agreem
6、ent, subject to the terms and conditions set forth herein. B. Dealer desires to accept Seoulfulracings appointment as a distributor of Seoulfulracing Products/Services on the terms and conditions set forth herein. 1. DEFINITIONS Rights Granted. Seoulfulracing hereby grants to Dealer, the limited rig
7、ht during the term of this Agreement, to market, distribute and sell Seoulfulracings ECU reflash service. Product(s)/Service(s). Seoulfulracing shall provide how to operate the tools to reflash ECUs by providing movie clips, personal visit, or written manual. 2. RIGHT TO USE Under the authority gran
8、ted by Seoulfulracing, Seoulfulracing hereby grants to Dealer, and Dealer hereby accepts from Seoulfulracing, a revocable, non-transferable, nonexclusive right to use and to distribute the Products/Services solely to Dealers direct end-user customers. Seoulfulracing reserves the right to discontinue
9、 developing, producing, licensing, or distributing any of the Products and to modify, replace, or add to the Products in its discretion at any time. Without the prior written consent of Seoulfulracing, Dealer shall refrain from copying, reverse engineering, disassembling, decompiling, translating, o
10、r modifying the Products, or granting any other person or entity the right to do so. Dealer shall have no right whatsoever to receive, review, or otherwise use or have access to the source code for the Products. 3. QUALIFICATIONS To qualify as a Dealer under this Agreement, Dealer must be willing to
11、 provide its customers with certain value-added support services in a mutually agreeable service area, including storefront or walk-in customer access, telephone availability, and support and training services for distributed by Dealer in such area. Dealer shall also satisfy the Eligibility Guidelin
12、es established by Seoulfulracing from time to time. The current Eligibility Guidelines are appended to this Agreement. 4. PRICES Dealer shall set the price for service, and Seoulfulracing gets paid $150 USD per reflash as providing modified (tuned) data back to dealer. All communications can be done
13、 by phone, but .Bin file from ECU should be sent by Email. All Email files must be stored on hard drive then deleted for security purposes. 5. PAYMENT Terms Dealer requirement to set up is $1500 USD,. A Dealers tool set up for Theta ECU is $1000 (optional). A dealer must provide own laptop that is e
14、quipped with Windows XP (Optional if buying the tool). Payment of $1500 USD shall be received after signing the contract. 6. LIMITED WARRANTY, DISCLAIMER, AND LIMITATIONS Remedies. The sole and exclusive remedy of Dealer, as well as its successors and assigns, for any defect or nonconformity in ECU
15、reflash service, Seoulfulracing is not responsible for its damages or non-functions of tool or ECU. 7. TERM This Agreement shall become effective on the date indicated below and shall continue in full force and effect until its termination by either party in accordance with the terms of this Agreeme
16、nt. 8. TERMINATION Either party may, at its discretion, terminate this Agreement at any time by notifying the other party of its decision to such effect at one week prior to the proposed termination date. In addition, and without limiting any other rights available under the law, Seoulfulracing may,
17、 at its option, terminate this Agreement and/or suspend delivery of the Products (regardless of whether already ordered): In the event that Dealer materially defaults on its obligations hereunder and fails to cure its default within 10 days after having been given notice of such default. Effective i
18、mmediately and without any requirement of notice, in the event that (a) Dealer files a petition in bankruptcy; files a petition seeking any reorganization, arrangement, composition or similar relief under any law regarding insolvency or relief for debtors; or makes an assignment for the benefit of c
19、reditors; (b) a receiver, trustee or similar officer is appointed for the business or property of Dealer; (c) any involuntary petition or proceeding under bankruptcy or insolvency laws is instituted against such party and not stayed, enjoined, or discharged within 60 days; or (d) Dealer adopts a res
20、olution for, or undertakes to effect a, discontinuance of its business or dissolution. 9. GOVERNING LAW This agreement shall be governed by and construed in accordance with the laws of the state of Pensylvennia as applicable to contracts made and to be performed within such state. Parties agree that
21、 any litigation concerning this Agreement shall be venued in Chester County, Pensylvennia. 10. RESERVATION OF RIGHTS Except as expressly provided in this Agreement or a separately signed agreement, each party reserves the right to make or sell any other product or service and to deal with any other
22、vendor, distributor, or purchaser on any terms and with respect to any subject matter. 11. ENTIRE AGREEMENT This Agreement (together with all attachments and exhibits hereto) constitutes the entire agreement between the parties and supersedes any and all prior agreements between them, whether writte
23、n or oral, with respect to the subject matter hereof, and may not be amended or modified except in a writing signed by the parties hereto. No waiver by either party, whether express or implied, of any provision of this Agreement, or of any breach thereof, shall constitute a continuing waiver of such
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