Legal
Version dealer-agreement-suofeiya-v1.0
This Authorized Dealer Agreement (this "Agreement") is made and entered into as of the Effective Date set forth below, by and between Suofeiya USA LLC, a Florida limited liability company ("Suofeiya" or "Manufacturer"), and the dealer identified in the signature block below ("Dealer"). Manufacturer and Dealer are each a "Party" and together the "Parties."
1.1 Authorized Dealer. Manufacturer appoints Dealer as an authorized, non-exclusive dealer and reseller of Suofeiya cabinetry, interior systems, and related custom interior products (the "Products"), subject to the trial and exclusivity terms below. 1.2 Trial Period. The relationship begins with an initial trial period. During the trial period, Dealer may place one or more trial orders so that Dealer and its customers can evaluate the Products and Manufacturer's service, quality, and delivery. No exclusivity obligation applies during the trial period. 1.3 Exclusivity Upon First Delivery. Upon the successful delivery and completion of Dealer's first project using the Products, Dealer becomes an exclusive reseller of Suofeiya for all Custom Interior Products (defined in Section 3.3). From that point forward, Dealer shall exclusively represent, promote, specify, and sell Suofeiya Products for every custom interior solution — including kitchens, bathrooms, cabinetry, and flooring — and shall not offer, represent, or sell competing custom interior products. Any custom interior product within Manufacturer's scope of manufacture shall be sourced and sold solely through Manufacturer. 1.4 No Exclusive Territory. Dealer is not granted any exclusive territory or geographic protection. Dealer's exclusivity obligation runs to Manufacturer's Products and is a condition of Dealer's continued access to Manufacturer pricing under Section 2.
2.1 Manufacturer will provide Dealer with manufacturer pricing under a separate pricing schedule, which Manufacturer may update from time to time. 2.2 Dealer has sole discretion over its resale pricing, margins, and commercial terms with its own customers. 2.3 Dealer's access to and continued use of manufacturer pricing is conditioned on Dealer's compliance with the exclusivity obligations in Section 1 following first delivery. If Dealer fails to maintain exclusivity for Custom Interior Products, Manufacturer may suspend or revoke manufacturer pricing.
Dealer agrees to: 3.1 Professional Representation. Promote and sell the Products in a professional, ethical, and accurate manner, and represent the Suofeiya brand with integrity at all times. 3.2 Direct Purchase. Purchase all Suofeiya products that Dealer sells, specifies, or contracts directly from Manufacturer. 3.3 Exclusive Representation of Custom Interiors (Post-Delivery). "Custom Interior Products" means cabinetry, kitchens, bathrooms, flooring, interior systems, and any other custom interior products within Manufacturer's scope of manufacture. Following successful delivery of Dealer's first project, Dealer shall exclusively represent and sell Suofeiya Products for all custom interior solutions and shall not market, specify, offer, substitute, or sell any custom interior product that competes with a product manufactured by Manufacturer. 3.4 Trial Period Exception. During the trial period only, and before the exclusivity obligation takes effect, Dealer may present multiple product options, including non-Suofeiya products, provided that (a) Suofeiya products are not misrepresented or disparaged, and (b) the final product selection is clearly disclosed to and approved by the client. 3.5 Compliance. Comply with all applicable laws, regulations, and permitting requirements related to Dealer's activities.
Manufacturer will provide Dealer with: • Marketing materials (brochures, renderings, floor plans, and videos); • Access to design support (architects, engineers, and technical staff); • Quoting assistance and product education; and • Updates on new product releases and innovations.
Manufacturer grants Dealer a limited, non-exclusive, non-transferable license to use Suofeiya trademarks, logos, and brand materials solely for marketing and sales activities under this Agreement. Any co-branded, modified, or customized materials require Manufacturer's prior written approval. All goodwill associated with the trademarks inures solely to Manufacturer.
6.1 All product orders must be placed directly with Manufacturer. 6.2 Payment terms, lead times, shipping terms, warranties, and other order conditions are governed by Manufacturer's standard terms and conditions, as updated from time to time. 6.3 Manufacturer may modify manufacturer pricing upon thirty (30) days' written notice.
Dealer is an independent contractor and is not an employee, partner, joint venturer, or agent of Manufacturer. Dealer has no authority to bind Manufacturer or to make representations, warranties, or commitments on Manufacturer's behalf. Manufacturer is not liable for any agreements, promises, or representations made by Dealer to its customers.
8.1 This Agreement begins on the Effective Date and continues until terminated by either Party upon thirty (30) days' written notice. 8.2 Manufacturer may terminate this Agreement immediately upon written notice in the event of: (a) misuse of trademarks or brand assets; (b) misrepresentation of the Products or of Manufacturer; (c) breach of exclusivity or sale of competing custom interior products; (d) non-payment or breach of purchase obligations; or (e) any other material breach of this Agreement. 8.3 Upon termination, Dealer shall immediately cease all use of Suofeiya branding and marketing materials.
The Parties agree that this Agreement may be executed electronically and that electronic signatures — including click-to-sign, typed, or drawn signatures captured through Manufacturer's dealer portal — are valid, binding, and enforceable to the same extent as handwritten signatures, in accordance with the U.S. ESIGN Act and the Florida Uniform Electronic Transactions Act. Dealer consents to receive an electronic copy of the executed Agreement at the email address provided in Dealer's application.
This Agreement is governed by the laws of the State of Florida, without regard to conflict-of-law principles. This Agreement, together with Manufacturer's pricing schedule and standard terms and conditions, constitutes the entire agreement between the Parties regarding its subject matter and supersedes all prior discussions. This Agreement may not be assigned by Dealer without Manufacturer's prior written consent. Executed electronically via the Suofeiya USA Dealer Portal. The Effective Date, Dealer identification, signature, IP address, and timestamp are recorded in the signature certificate appended to this document. Suofeiya USA LLC — www.suofeiyausa.com — info@suofeiyausa.com
Apply online and sign this agreement electronically. Your dealer prices turn on once we approve your account, usually within one business day.
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