A retail agreement is a legal contract between a manufacturer or wholesaler of a product and the retail business that will sell the product to customers. Frequently these agreements are used to set pricing expectations and establish minimum inventory and order amounts. Retail agreements can also cover white label or private label products.
A retail agreement may offer exclusive rights to the retailer, ensuring the product isn't additionally sold within a specified distance of the retailer or won't be sold anywhere else at all. Retail agreements also cover things like suppliers, any showroom or retail space conditions, and pricing terms.
Below is a list of common sections included in Retail Agreements. These sections are linked to the below sample agreement for you to explore.
RENEWAL BY ANDERSEN CORPORATION
U.S. HOME SYSTEMS, INC.
September 26, 2001
| USHS Agreement (LA) - FINAL | Confidential |
Table of Contents
Primary Market Area
Showroom(s); Distribution Center
Prices; Orders; Shipments
Financial Statements and Operating Information
Disclaimer of Other Warranties
Entire Agreement; Amendment
| USHS Agreement (LA) - FINAL | i | Confidential |
Table of Contents
Compliance with Laws
Renewal by Andersen ® Mission, Values and Objectives
Authorized Trademarks, Service Marks and Trade Names
| USHS Agreement (LA) - FINAL | ii | Confidential |
RENEWAL BY ANDERSEN CORPORATION
Renewal by Andersen Corporation, a Minnesota corporation (“We,” “Us,” “Our,” “Renewal”), welcomes U.S. Home Systems, Inc., a Delaware corporation (“You,” “Your”), as a retailer of Renewal by Andersen ® brand products for residential replacement and remodeling effective September 26, 2001 . We agree to sell Renewal by Andersen ® brand products to you as an authorized Renewal retailer in the primary market area designated in Appendix A to this Retailer Agreement (“Agreement”).
RETAILER AND RENEWAL COMMITMENT
You represent the Renewal by Andersen ® brand and products to the public. Therefore, it is essential to the success of Renewal by Andersen ® and other retailers that you understand, embrace and promote both the letter and spirit of the Renewal by Andersen ® Mission, Values and Objectives. A copy of the Renewal by Andersen ® Mission, Values and Objectives is attached as Appendix B.
You and Renewal can conduct our relationship with trust and respect only if we work in an open, fair and cooperative manner. Both you and Renewal are dependent upon each other for maintaining this unique working relationship.
You therefore agree to adhere to the Renewal by Andersen ® Mission, Values and Objectives in conducting your Renewal by Andersen ® business, and to work jointly with Renewal, within the framework identified in this Agreement, to accomplish the Renewal Mission as it relates to your Renewal by Andersen ® business. You acknowledge that the success of Renewal, other retailers and our suppliers is dependent on you fulfilling this commitment. Consistent with the Renewal Mission, you pledge to maintain the highest ethical standards in all activities.
You have presented Renewal with information regarding the qualification of your window and patio door division to be appointed a Renewal by Andersen ® retailer. You and our window and patio door division have been evaluated and found to satisfy Renewal’s standards.
You have also presented to Renewal a Marketing Area Plan (“MAP”), stating your proposal to develop and operate facilities in the specified primary market area to promote, sell and service Renewal by Andersen ® brand products. Renewal has accepted this MAP.
Your acceptance as a Renewal retailer by us confirms that you have met our high standards as one of the limited number of businesses to be offered an opportunity and entrusted with significant responsibility for achieving the future success of the Renewal by Andersen ® . Renewal by Andersen ® brand products are a superior, customized replacement window and patio door product line. We have developed a comprehensive method for marketing the product line on an installed basis and providing effective post-installation services for it (the “Renewal System”). The Renewal System includes unique
USHS Agreement (LA) - FINAL
products, establishment and operation of specially designed retail facilities, visual image of employees and vehicles, advanced computer capability, and a sales approach focused on accommodating customer concerns.
A Renewal retailer sells Renewal by Andersen ® brand products to homeowners only on an installed basis, seeking the highest level of customer satisfaction and maintaining high ethical standards and integrity throughout the retailer’s dealings with any customer or potential customer.
The dedication of a Renewal retailer to the goal that each customer be delighted after installation of Renewal by Andersen ® products completes the positioning of Renewal by Andersen ® as the obvious best solution for a homeowner in need of replacement windows or patio doors. Your entry into this Retailer Agreement affirms your commitment to help us realize the Renewal mission and our commitment to work jointly with you toward that vital objective.
Thank you and welcome to the team!
USHS Agreement (LA) - FINAL
1. Your Business . You will establish and operate a business for the retail sale of Renewal by Andersen ® brand products in your primary market area listed in Appendix A. You will maintain the showroom(s) and the distribution center for Renewal by Andersen ® brand products listed in Appendix A. The showroom(s) and distribution center Listed in Appendix A are sometimes referred to in this Agreement as “premises”. Your rights and obligations to sell Renewal by Andersen ® brand products are contained in this Agreement, the most recent edition of our “Business Operations Library” and any other written Renewal policies we provide to you setting forth the Renewal System; provided, however, that so long as you remain engaged primarily in the remodeling business substantially as conducted on the date of this Agreement, the “Renewal System” and our “Business Operations Library” will for purposes of this Agreement mean only the materials contained in the most recent editions of the following such manuals, full and complete copies of each of which have been provided to you prior to the date of this Agreement, as the same may be supplemented and revised from time to time in our reasonable discretion: Product Installation; Service Procedures; Specifications & Technical; Parts and Accessories; and Technical Measurement. Subject to the foregoing, you will adhere to the Renewal System as we may modify it from time to time at our reasonable discretion. You will conduct all other aspects of your Renewal business consistent with good professional practice and with the same level of commitment, effort and quality you employ in the conduct of your primary remodeling business.
2. Your Name . In your business of selling Renewal by Andersen ® brand products you will operate under the trade name set forth in Appendix A or such other trade name as we authorize in writing. The trade name will be the property of Renewal. You may not use “Renewal by Andersen” as part of your legal name. You will not use any other primary or secondary trade name without our prior written consent which we may withhold, condition or withdraw at our discretion. We will not arbitrarily, capriciously or in bad faith withhold or delay our consent to allow you to use any additional or substitute trade name(s) that do not include “Renewal by Andersen” (or any variation of that name) in connection with your remodeling business. We will not claim any ownership rights with respect to any trade name(s) that you employ that do not contain “Renewal by Andersen” (or any variation of that name).
3. Products . The only window and patio door products which you will display at your showroom(s) and sell through your sales organization are Renewal by Andersen ® replacement window and patio door products and any other products listed in Appendix A. We will make the full Renewal by Andersen ® replacement window and patio door product line available to you. We can, however, add to, remove from or modify the products in the Renewal by Andersen ® product line from time to time at our discretion; provided, however, that any such additions, removals and modifications will only apply to you to the extent that they apply to other Renewal by Andersen ® retailers generally. Unless such changes reasonably relate to health, safety or compliance with legal requirements: (I) we will give you at least 30 days’ prior notice of such changes; and (ii) such changes not apply to any then outstanding purchase orders. Renewal by Andersen ® brand products may be manufactured by us or others we designate.
You will sell Renewal by Andersen ® replacement window and patio door products only on an installed basis to end-user residential customers purchasing for remodeling or replacement. You will refrain from selling Renewal by Andersen ® brand products as a wholesaler, on a stand-alone uninstalled basis, or for new residential construction.
4. Non-Residential . You must obtain our prior approval (which we will not arbitrarily, capriciously or in bad faith withhold or delay) before proposing or soliciting any sale of Renewal by Andersen ® brand products for commercial, institutional, governmental or any other non-residential buildings.
USHS Agreement (LA) - FINAL
5. Suppliers . We will maintain a list of authorized suppliers for accessories and materials accompanying Renewal by Andersen ® products and their installation and a list of authorized suppliers for furnishings, building materials, uniforms and supplies for the establishment and operation of the showroom(s) and distribution center listed in Appendix A. You agree to purchase these items only from the suppliers we have authorized unless you receive our prior approval (which we will not arbitrarily, capriciously or in bad faith withhold or delay) of another supplier in writing.
6. Primary Market Area . You agree to vigorously promote the sale of Renewal by Andersen ® brand products throughout your primary market area designated in Appendix A. You will sell Renewal by Andersen ® brand products only for installation within your primary market area. You will install all Renewal by Andersen ® products that you sell. You will forward to us any customer leads that you receive for installation of Renewal by Andersen ® products outside your primary market area.
7. Limited Exclusive . In reliance upon your representations and on your expressed commitment to the Mission, Values and Objectives of Renewal by Andersen ® , and provided you remain in compliance with this Agreement, you will have the exclusive right to use the Renewal System for resale of Renewal by Andersen ® brand products on an installed basis to end-user residential customers purchasing for replacement or remodeling in your primary market area. We will use commercially reasonable efforts to preclude sales by any other Renewal retailer in your primary market area.