SALES AGENCY AGREEMENT
3. COMMISSION
3.1 Sole Compensation. Representative’s sole compensation under the terms of this
Agreement shall be a commission (“Commission”) as provided in Exhibit C hereof on the
net sales of all Products ordered, delivered or sold in the Territory.
3.2 Basis of Commission. The Commission shall apply to all orders to the Territory,
whether or not such orders were solicited by Representative. Commissions shall be
computed on the net sales amount invoiced by Company to the customer, provided no
commission shall be paid with respect to charges for handling, freight, taxes, C.O.D.
charges, insurance, tariffs and duties, cash and trade discounts, rebates, amounts
allowed or credited for returns, uncollected or uncollectible amounts, services, and the
like.
3.3 Payment. Commissions shall be paid in United States dollars and shall be subject to
all applicable governmental laws, regulations and rulings, including the withholding of
taxes.
3.4. Time of Payment. The Commission for a given order shall be earned by
Representative when that order is placed. The Commission on a given order shall be due
and payable thirty (30) days after the end of the calendar month in which Company
invoices and ships that order.
3.5. Commission Charge-Back. Company shall have the right, while this Agreement is in
effect, to write off as bad debts such overdue customer accounts as it deems advisable
after notifying Representative and providing Representative the opportunity to attempt
to induce payment. In each such case, Company may charge back to Representative’s
account only any amounts previously paid to Representative. If such accounts are paid
at any time, Representative shall be entitled to the applicable commissions.
3.6. Monthly Statements. Company shall submit to Representative monthly statements
of the commissions due and payable to Representative under the terms of this
Agreement, with reference to the specific orders on invoices on which the commissions
are being paid.
3.7. Inspection of Records. Representative shall have the right, at its own expense and
not more than once in any twelve (12) month period, to authorize Representative’s
independent auditors to inspect, at reasonable times during Company’s ordinary
business hours, Company’s relevant accounting records to verify the accuracy of
Commissions paid by Company hereunder.
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