This Agreement (“Agreement”) is entered into between Guo Machinery and you (“Dealer,” “Partner,” or “Independent Distribution Partner”). It governs your participation in our Dealer & Distribution Program (“Program”) as described below.
1. Definitions
To access certain features, request a quotation, or make a purchase, you agree to:
- Customer: Any person, business, or entity who purchases Guo Machinery equipment via your authorized referral, dealership, or sales channel.
- Dealer Account: A unique account we provide to you for promoting, selling, or servicing Guo Machinery products.
- Completed Transaction: A sale processed through your dealer account that has been delivered, paid in full, and is outside any cancellation or return window required under law.
- Net Sale Price: The total amount received by us, minus GST (where applicable), shipping, handling, refunds, discounts, or transaction fees.
- Commission / Margin: Compensation payable to you per the Dealer Compensation Plan.
- Referral: A Customer or another Dealer introduced through your authorized channel.
2. Acceptance & Eligibility
By applying to become a Guo Machinery Dealer, you agree to this Agreement and confirm you do not hold multiple accounts under different identities. You agree to promptly notify us of any changes to your business details (legal entity, ABN, address, or contact).
You may withdraw from the Program without penalty within 14 calendar days of acceptance by providing written notice.
3. Independent Relationship
You act as an independent contractor — not an employee, agent, or legal representative of Guo Machinery. You may not make commitments on behalf of the Company. You are solely responsible for your own costs, taxes, insurance, staffing, and business operations.
4. Non-Solicitation & Competition
You may represent other non-competing machinery or equipment brands, provided this does not directly conflict with your obligations to Guo Machinery. You agree not to solicit other Guo Machinery dealers to join competing distribution programs.
5. Term & Termination
Initial Term: 12 months from acceptance, automatically renewing each year unless either party provides written notice of non-renewal.
Termination Rights: Either party may terminate this Agreement at any time with written notice. Upon termination, all rights to use our trademarks, materials, and dealer account immediately cease.
Dormancy Rule: If no sales or referrals occur for 12 consecutive months, your account may be deactivated. Re-enrollment will require re-application.
6. Compensation
You will earn commissions or dealer margins on Completed Transactions, subject to deductions for refunds, chargebacks, or discounts.
Payments are made monthly in AUD (or local currency where agreed), through approved payout methods. Any fees are your responsibility.
Commission payments may be withheld until all compliance, tax, or KYC requirements are met.
7. Intellectual Property
You may use the Guo Machinery brand name, trademarks, logos, and approved promotional materials only as authorized. All intellectual property remains the property of Guo Machinery. Misuse must cease immediately upon termination.
8. Conduct & Use of Platform
You agree to operate in compliance with applicable trade regulations, and our Dealer Program policies. Misuse of our systems, fraudulent activities, or unethical conduct may result in immediate termination and forfeiture of commissions.
9. Limitation of Liability
To the maximum extent permitted by law:
- We are not liable for indirect or consequential losses (e.g., lost profits, business downtime, or reputational damage).
- Our total liability to you is limited to commissions or dealer margins actually paid.
10. Indemnity
You agree to indemnify and hold harmless Guo Machinery, its employees, and directors from any claims, damages, or liabilities arising from your breach of this Agreement, misconduct, or misuse of the Program.
11. Customer Orders & Fulfilment
Guo Machinery retains full control over order processing, shipping, and fulfillment unless otherwise agreed in writing. All customer information and data collected belongs exclusively to the Company.
12. Fraudulent Activity
You must not engage in activities that misrepresent or inflate sales, including fake orders or unauthorized discounting. Fraudulent behavior may result in:
- Withholding or reversal of commissions.
- Termination of this Agreement.
- Repayment of previously paid commissions.
- Possible legal action.
13. Compliance & Marketing
You must comply with advertising, consumer law, and fair trading regulations in Malaysia and any region you operate. You are responsible for ensuring your promotional materials are accurate, lawful, and do not mislead customers.
14. Dispute Resolution & Governing Law
This Agreement is governed by the laws of Australia. Any disputes shall be resolved exclusively in the courts of Australia.
15. Force Majeure
Guo Machinery is not liable for delays or failures caused by events beyond its reasonable control, including natural disasters, supply chain disruptions, or government restrictions.
16. Entire Agreement & Amendments
This Agreement, along with any attached Dealer Compensation Plan, constitutes the full agreement between you and Guo Machinery. We may update these terms by providing written or electronic notice. Continued participation constitutes acceptance of such changes.
Acknowledgment
By applying to and participating in the Guo Machinery Dealer & Distribution Program, you confirm that you have read, understood, and agree to be bound by these Terms.
