APC PayBaX Rebate Agreement
For APC Internal Use Purposes
APC Agreement Number
This PayBaX Rebate Agreement (the "Rebate Agreement") is entered into between the following companies as of the effective date identified below. This Rebate Agreement contains the terms of the rebate relationship between you
(the company signing the agreement and its affiliates) and us (the APC affiliates signing below and its affiliates) for the term listed below. In this Agreement "you", "your" or "Company" means the company which has entered into this
agreement with us and its affiliates, and "we", "us", "our" or "APC" mean the APC Distribution Limited company which has signed this agreement and its affiliates.
Name of Company (Entity Name)
Name Of APC Affiliate
APC Distribution Limited
Street Address and/or Post Office Box
Street Address and/or Post Office Box
Ballybrit Business Park
City and State / Province
City and State / Province
Galway
Country and Postal Code
Country and Postal Code
Ireland
By:
By:
(Signature)
(Signature)
Name:
Name:
(Printed)
(Printed)
Title:
Title:
(Printed)
(Printed)
Date:
Date:
QUARTER
200
1. Scope. The terms and conditions below represent the terms and conditions under which APC, will
pay a PayBaX Rebate. The terms and conditions of any master purchase agreement or similar contract
executed, between APC and you shall apply to and govern this Rebate Agreement, to the extent the
terms of that agreement do not conflict with the terms below. If you currently have incentive or pricing
provisions with APC (e.g. contract pricing, Co-op, etc.), in your master agreement with APC, you may
choose only one program in which you wish to participate. You may not participate in multiple,
concurrent incentive programs. Participation in the quarterly rebate, and APC's obligation to pay
hereunder, requires:
(i)
(ii)
(iii)
(iv)
(v)
(vi)
Completing and signing a preliminary rebate program registration profile / application
form which will include detailed information necessary to identify your company’s
purchases made through APC’s distributors. The profile form must be completed,
submitted to and approved by APC in its sole discretion.
On request of APC, reseller must review sales history with APC representative at any
time.
APC will review your request / application and sales history for the period and approve
your participation in its sole discretion.
If you are approved for participation, you must sign this Agreement. The effective date of
your participation, if approved, will be the current quarter start date when the agreement
is approved by APC. To qualify for the current quarter, the agreement must be signed
within the first 20 business days of that quarter. You will only be paid for purchases made
starting the beginning date of the quarter covered by this agreement.
The rebate will be paid only on qualifying SKUs in APC's sole discretion.
The rebate will only be paid on purchases made through participating APC distributors.
2. Definitions:
(a) Net Sales means the gross sales to Company of APC products less, product returns, discounts,
taxes, handling and purchasing charges, freight, insurance other customer payments (like Trade UPS
Program discounts), duties and excises.
(b POS Data means the point of sales reports from distributors used by APC to calculate the rebate.
POS data contains, at a minimum, Branch Name & Number, Branch Address, APC Product Number,
Quantity Sold, List Price, Extended Cost, Invoice Number, and Invoice Date. Company will also use
commercially reasonable efforts to provide "Bill to" Customer Name, Number, Address, and "Ship to"
Customer Name, Number, Address.
(c) SKU means the product SKUs eligible for a volume rebate as listed on APC's web site, which APC
my change from time to time, in its sole discretion. SKUs will never include batteries and battery
replacement cartridges.
3. The rebate will be a percentage of your sales of APC products purchased through participating
distributors, and will be calculated based on PaybaX rebate calculation Price list. The percentage paid
will vary based on a matrix of SKU categories and average units purchased in each category, as
determined by APC in its sole discretion. If the number of categories covered exceeds the categories
on the matrix, the unit volume for the additional categories will apply to the total units and
average per categories, but will not result in a quarterly rebate in excess of 10%. The rebate will be
paid only on qualifying SKUs.
("Effective Date")
VOLUME REBATE PROGRAM
4. You will receive the above rebate based on Net Purchases as calculated by APC in APC soles
discretion.
5. Only POS data received from participating distributors will be used in calculating rebate (APC will
make public list of distributors through whom purchases will be eligible for the rebate program). All
calculations will be performed by APC and approved by your APC Sales representative. APC’s
financial calendar determines quarter start and end dates. APC reserves the right to change the rebate
matrix and terms and conditions at any time and without prior notification. APC reserves the right to
rescind this program at any time and without prior notification. No allowance or manipulation of POS
Data will be made to account for stock outs on APC products. ANY FRAUDULENT BEHAVIOR OR
MANIPULATION OF POS DATA WILL RESULT IN IMMEDIATE REMOVAL FROM THE PROGRAM
AND FORFEIT OF ANY UNPAID REBATES. APC RESERVES THE RIGHT TO REFUSE PAYMENT
ON A REBATES BASED ON IMPROPER OR UNFAIR BUSINESS PRACTICES INCLUDING BUT
NOT LIMITED TO SELLING A COMPETITOR’S SOLUTION (AS DEFINED BY APC) TO A
CUSTOMER RECOMMENDED FROM APC. APC IS NOT LIABLE FOR ERRORS IN THE DATA
PROVIDED BY SPECIFIC DISTRIBUTORS.
6. The rebate is payable (quarterly) by cheque upon calculation and approval of the rebate by APC.
Company shall not be entitled to deduct or offset any amounts, whatsoever.
7. It is your responsibility to comply with local Tax law and settle any and all taxes that may result from
receipt of the rebate.
8. The term of this Rebate Agreement is from
to
.
9. Entire Agreement. This Agreement constitutes the entire agreement between the parties with
respect to the subject matter hereof. Any and all prior agreements pertaining to the subject matter
hereof are canceled. This Agreement may not be amended or modified except in a writing executed by
both parties
10. Waiver. The waiver by either party of a breach of any of the terms and conditions of this Agreement
must be in writing and will not be construed as a waiver of any succeeding breach of such term or
condition or the waiver of the provision itself. The exercise of any right or remedy provided in this
Agreement shall be without prejudice to the right to exercise any other right or remedy provided by law
or equity.
11. Assignment. This Agreement may not be assigned by either party without the prior written consent
of the non-assigning party; except that APC has the right to assign this Agreement in connection with a
merger or other business combination in which APC is not the surviving entity or in connection with
any sale of all or substantially all of the capital stock or assets of APC. Any attempted assignment in
violation of this provision shall be null and void.
12. Law. This Agreement is enforceable to the extent permitted by applicable Law