Showcase Miniatures, LLC
Authorized Dealer Reseller Agreement 

(Before you begin to fill this form, you will need your business license number and you will be asked to upload a copy at the end of this form.)

 

This Agreement is made and entered into this date

 by and between Showcase Miniatures LLC (“Showcase”) with its principal place of business at 13536 County Road 45, Tuskegee, Alabama, and

 (“Reseller”) with its principal place of business at

WHEREAS, Showcase Miniatures and Reseller, in consideration of the promises
hereinafter made by the parties hereto, agree as follows:

1. Showcase Miniatures hereby grants unto Reseller a revocable, non-exclusive and non-assignable right to sell the products of Showcase Miniatures to customers. The customers are end users who purchase the products from Reseller. The Reseller shall have a business license issued by its State or its government where the Reseller’s company is located or registered.

2. Term of Agreement. This Agreement shall become effective on date this agreement is signed and approved by Showcase, and shall expire two years thereafter (the “Term”). This Agreement will automatically renew for successive one year periods, unless the parties execute a new agreement which replaces and supersedes this Agreement. Either party to this Agreement may terminate this Agreement by providing sixty (60) days written notice. In the event of a breach of this Agreement, however, this Agreement may be terminated without written notice.

3. Reservation of Rights. Showcase Miniatures reserves all rights to sell any of its products in any market whatsoever, and no rights granted to Reseller herein shall be construed as limiting Showcase Miniatures’ right to sell its products directly to any customer.

4. The Intent of this Agreement; No Warranty. Showcase desires to be a premiere source of accessories for Model Railroad Hobbyists. Showcase enjoys one-to-one contact with its customers and Reseller agrees to maintain that relationship as of primary importance. Reseller agrees to use commercially reasonable efforts to market the Showcase products and agrees to
operate in a manner that would enhance this customer relationship by forwarding to Showcase any requests, suggestions or complaints about Showcase products. Many Showcase kits have multiple parts and, should any customer find that parts are missing from their package, Reseller may forward this information to Showcase for replacement. Showcase makes no further warranties regarding any products sold to Reseller. SHOWCASE HEREBY EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. The parties agree that Showcase shall not be liable for incidental or consequential damages of any kind.

5. Manufacture Advertised Price (MAP). The Manufacture Advertised Price (MAP) is the Showcase Advertised Retail Price shall be shown on the Showcase online Showcase Miniatures store website. Reseller’s purchase price of any products purchased from Showcase shall be based on the MAP. In general, Reseller shall be entitled to purchase Showcase products at a basic 40% discount from the MAP. Some products may be discounted at a different rate than the basic discount. Non-proprietary items will not be offered at this discount. Showcase alone shall determine the products to which this discount applies. Reseller agrees that it shall market and sell all Showcase products without discount for resale at the MAP, unless Showcase provides written confirmation that its products may be sold for a different price. Showcase Miniatures proprietary products may not be repackaged and sold at a discounted price. Any repackaged Showcase Miniatures proprietary products must have the Showcase Miniatures name or logo visible to the purchaser on the packaging.

6. Ordering and Shipping. Reseller’s opening order requirement is $500.00 (US) net minimum (after discount) F.O.B. our factory in Tuskegee, AL. Subsequent minimum order requirements are $150.00 (US) net (after discount) F.O.B. our factory in Tuskegee, AL, unless Showcase provides written confirmation of different minimum order requirements. Any and all returns must be approved by Showcase Miniatures.  A 10% restocking fee will be incurred.

7. Product and Part Availability. Showcase relies on outside sources for certain parts and products and these may, at times, be unavailable for immediate order. Reseller may request that its entire order be held until all of the requested items are available, or may request Showcase to ship those that are in stock and backorder those that are temporarily unavailable.
Shipping costs apply for each shipped order whether complete or partial. Reseller is responsible for shipping costs that are calculated when the order is totaled from available inventory.

8. Payment Methods. All orders will be payable in US dollars. If necessary, Showcase can accept credit card or PayPal payments but a 3% processing fee is added. Other payment methods can be discussed and arranged through mutual agreement. Subsequent orders can continue as per the initial order. Payment can be made by check drawn from US Banks only. If paying by check, initial orders must be paid in advance. Subsequent orders paid by check are net 15 days. Checks to be paid to:

                                            Showcase Miniatures
                                            13536 County Road 45
                                            Tuskegee, AL 36083
                                            USA

9. Interpretation and Forum Selection. This Agreement and the rights and obligations of the parties shall be governed by, and construed and interpreted under the laws of the State of Alabama. To the extent either party to this Agreement files suit to enforce this Agreement or the subject matter thereof, the parties irrevocably consent and submit to the exclusive jurisdiction and venue of the courts of the State of Alabama, Macon County, for the purposes of any suit, action, or proceeding arising out and permitted by this Agreement and irrevocably waive, to the fullest extent permitted by law, any objection to the laying of venue of any such suit or action in Macon County, Alabama that such suit, action or proceeding has been brought in an inconvenient forum. The laws of the State of Alabama shall apply to any such suit or action, irrespective of any state’s choice of law provisions.

10. Force Majeure. Showcase shall not be liable for delays or failure in its performance hereunder caused by any act of God, war, acts of terrorism or attempted acts of terrorism, strike, labor dispute, work stoppage, fire, act of government, or any other cause, whether similar or dissimilar, beyond the control of that party.

11. No assignment. Reseller may not assign, delegate, or otherwise convey this Agreement or any of its rights and obligations hereunder, to any Person without the prior written consent of Showcase, and any such attempted assignment without consent shall be void.

12. Entire Agreement. This Agreement constitutes the sole and entire agreement between the parties with respect to the subject matter hereof and supersedes any prior or contemporaneous letter of intent, agreement or understanding, whether written or oral, if any, between the parties with respect to such subject matter. THERE ARE NO ORAL AGREEMENTS CONCERNING THE SUBJECT MATTER OF THIS AGREEMENT. Each signatory to this  agreement represents, warrants and covenants that he or she has the corporate authority to enter into this Agreement for and on behalf of their principal and to bind such principal to the terms and conditions of this Agreement for and on behalf of the principal, and the parties understand that this Agreement is being executed based on the representation that each signatory to this Agreement has the authority to fully bind the respective principals to this Agreement.

Walter B. Vail

Its:  Owner

The Print button will allow you to print and obtain a hard copy of this entire agreement form for your records before clicking on the submit button.  We advise this.   You will also recieve an email with only the answers that you have supplied us after you click submit.  Please do not reply to that email as we will not recieve it.  Wait for us to contact you or you may contact us through our contact page on our website.  Thank you.