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

24、 provision or a breach or waiver of any other provision of this Agreement. 12. INDEPENDENT CONTRACTOR Each party hereto shall be and remain an independent contractor and nothing herein shall be deemed to constitute the parties as partners. Further, neither party shall have any authority to act, or a

25、ttempt to act, or represent itself, directly or by implication, as an agent of the other or in any manner assume or create, or attempt to assume or create, any obligation on behalf of or in the name of the other, nor shall either be deemed the agent or employee of the other. 13. REGIONAL EXCLUSIVE S

26、peed Hunter has an exclusive rights to SFR reflash covering Eastern Chia area for Genesis Coupe 2.0 Turbo and Kia Forte Koup/Sedan only. Seoulfulracing shall forward customer to Predator Performance if there is an inquiry about ECU reflash. IN WITNESS WHEREOF, the parties have executed this Agreemen

27、t as of the date shown below. SFR International Inc. By: _Jay Kim_ Title: _CEO_ Date: _03/08/17_ Address: 319 westtown road suite M West Chester PA 19382 DEALER Shop Name: _ Owners Name: _ Signature: _ Title: _ Date: _ Address: _ ELIGIBILITY GUIDELINE Dealer is responsible for developing its own bus

28、iness plan and determining its own method of operation. Dealer shall promote the sale of the Products through face-to-face contact with customers. Dealer shall provide to Seoulfulracing, upon request, reports in form and media satisfactory to Seoulfulracing concerning the current inventory, location

29、, and condition of Products, and verification of the status of trained sales and technical personnel. Dealer shall maintain a staff of sales and technical support personnel sufficient to meet the demands of customers. Dealer shall ensure that its staff is adequately trained to meet the demands of cu

30、stomers in Dealers service area. Dealer shall monitor its staff to ensure competent delivery of service, compliance with standard operating procedures established by Dealer, and participation in additional training as needed. Dealer shall offer its customers a product support telephone hotline, avai

31、lable during normal business hours. Through this hotline, Dealer shall provide answers to typical procedure of Reflash process and support questions and offer basic trouble-shooting. Dealer shall maintain trouble reports. Dealer must respond in a timely manner using its best efforts to resolve custo

32、mer support problems and issues. Dealer shall not alter the Products or refer non qualified personnel to support the Products. Dealer shall not make any representation or give any assurance that exceeds or differs from the scope of Seoulfulracings written limited warranty, disclaimers, and limitatio

33、ns, or end-user agreement generally. SEOULFULRACING DEALER POLICY General Expectations Authorized Resellers in the United States are expected to promote and sell products only in the United States and follow Seoulfulracings MAP Policy. Seoulfulracing Authorized Resellers in countries other than the

34、United States are expected to promote and sell products only in the countries in which their businesses are incorporated or legally organized, as applicable. Training Seoulfulracing is able to provide training for existing dealers in basics of ECU, how to use tools and programs (if tools are purchas

35、ed) Payment Every reflash cost $150 per vehicle and we accept paypal,credit card or Bank issued certified check. Performance: Dealers who do not purchase at least one item per 45 days period, at the discretion of Seoulfulracing may have their dealership listing removed from the Seoulfulracing websit

36、e and dealership status revoked. Listing on Seoulfulracing website As of Aug 1 2011, dealers will must do the following to be added to the Seoulfulracing dealer list on . Have a physical location with contact details published on the Dealers website, including street address and phone number. Own a

37、dyno or have an access to the dyno Returns No returns or repairs will be accepted. Warranty All equipment leaving Seoulfulracing has been thoroughly tested to ensure it reaches the dealers in good order. Below is listed the warranty conditions for parts we supply: Items Warranty Period Module 30 day

38、s (Not applicable if seal is broken) Adapter Harnesses 30 days EEPROMS None (tested before they leave Seoulfulracing) Probe None (tested before they leave Seoulfulracing) Reflash program 1 year labor Incorrect wiring Not covered Environmental Damage Not Covered ECU replacement Seoulfulracing shall s

39、upply a brand new ECU to dealers if there are possible damages to the ECU (Price varies). Seoulfulracing is not responsible for any damages during the process Minimum Advertised Price Advertising All Seoulfulracing Authorized Resellers are expected to: 1. Use catalogs, Internet advertising and telem

40、arketing techniques only as a complement to face-to-face sales activity. 2. Not promote or sell Seoulfulracing products on web auction sites such as Ebay. 3. Keep current, at a minimum, a primary and secondary support contact for marketing and post-sales support. 4. Sell Seoulfulracing products to e

41、nd-users only, and not sell products to another reseller unless previously agreed to in writing with Seoulfulracing. Non compliance may result in loss of Seoulfulracing dealership status. 5. Not sell, advertise, promote, display or disclose any information included but not limited to features, avail

42、ability or price of any new Seoulfulracing product before Seoulfulracings public announcement of that product. . Minimum Advertised Price (MAP) Policy (for United States Authorized Resellers only). Seoulfulracing Authorized Reseller commercially placed advertising of Seoulfulracings products are exp

43、ected to comply with Seoulfulracings MAP (Minimum Advertised Price) policy. However, Seoulfulracing Authorized Resellers are free to set actual resale price of any MAP product. The MAP policy applies to commercial advertising placements, including, but not limited to print ads (inserts, magazines, n

44、ewspapers, etc.), broadcast (radio and TV), direct mail, faxes, Internet placements with third parties (banner ads, broadcast emails, destination pages, third-party sites), outdoor (Billboards, banners), etc. Any information relating to Seoulfulracing products on an Internet Website is considered to

45、 be advertising for the purposes of this policy, including internet auctions with a listed buy price, and product information returned by search engines such as Google Shopping. This policy concerns only advertised prices, and does not relate to actual sales price of any item. In addition to the oth

46、er restrictions and limitations discussed elsewhere in this document, the MAP policy consists of the following rules: 1. Price variances of up to $5 below MAP are permitted to allow for individual reseller conventions 2. Advertising free accessories or service sold with a Seoulfulracing product does

47、 not violate the policy 3. Free Shipping and/or Handling, 0% Sales Tax, or Free Financing promotions do not violate the policy. 4. Soliciting sales and making offers below MAP price on forums etc. is in violation of the MAP policy. Non compliance with MAP may result in loss of Seoulfulracing dealership status.