All Dealer orders shall be
1.1 "Authorized Location(s)" shall mean the outlets
subject to the Standard Terms as supplemented by prices established
located at the addresses listed in Schedule A or as otherwise agreed by
pursuant to section 3.1 above and by delivery dates and Product
Distributor in writing.
quantities agreed upon in each case, shall constitute the entire
agreement between the parties with respect to sales of Products. No
1.2
"CPG" shall mean Cummins Power Generation Inc. a
additional or different terms set forth in Dealer's purchase order,
wholly owned subsidiary of Cummins Inc.
acknowledgement or other forms or correspondence shall govern
1.3
"Product(s)" shall mean shall mean those products set
any sales of Products by Distributor to Dealer.
forth on Schedule B
3.3
Right of Refu sal and Inte rn ational Sale s.
1.4
"Standard Terms" shall mean Distributor's Standard
Distributor shall make a good faith attempt to fulfill
all orders
Terms and Conditions of Sale, as revised from time to time by
received from Dealer, provided that in certain instances Distributor
Distributor upon notice to Dealer.
may refuse to accept any order by Dealer which Distributor
determines in good faith to be detrimental to its best interests or in
2. Appointment and Authority of Dealer. conflict with
the terms of Distributor's contract with CPG. Thus,
2.1
Appointment. Subject to the rights and obligations set
Dealer agrees to contact Distributor before accepting orders from or
forth in this Agreement, Distributor hereby appoints Dealer as a
selling Products to customers for export to other nations.
non-exclusive sales dealer of the Products in accordance with its
3.4
Limited Warranty. Each Product is warranted by
certification level more particularly described in Schedule C. Dealer is
CPG directly to the end-user of the Product, not to Dealer or
prohibited from servicing, or reselling Products (a) from any location
Distributor; thus, DEALER PURCHASES ALL PRODUCTS AS IS
other than Authorized Location(s), and (b) in a manner inconsistent
WHERE IS.
Dealer shall deliver the manufacturers' written
with CPG policies and procedures in effect from time to time.
warranties to its customers for ultimate delivery to the end-users of
2.2
Authority. Subject to the terms and conditions of this
those products.
Agreement, Dealer is authorized to sell any Products purchased from
3.5
Internet Sales. Dealer shall comply with the
Distributor in such manner, at such prices and upon such terms as
Cummins Power Generation Internet Sales Policy.
Dealer shall determine. Dealer is an independent contractor, not an
agent or employee of Distributor or CPG. Dealer is not authorized to