AUTHORIZED DEALER AGREEMENT 
v1.0
aRacer ECU R&D of America LLC
(“Supplier”)
AUTHORIZED DEALER AGREEMENT
This Authorized Dealer Agreement (“Agreement”) is entered into as of , by and between:
aRacer ECU R&D of America LLC, a Delaware limited liability company doing business as aRacer SpeedTek, (“Supplier”), located at 5260 Las Flores Drive, Chino, CA 91710
and (“Dealer”), located at
Supplier and Dealer may each be referred to individually as a “Party” and collectively as the “Parties.”
1. APPOINTMENT
Supplier appoints Dealer as an authorized reseller of aRacer SpeedTek products and other approved products sold by Supplier.
Dealer acknowledges that aRacer SpeedTek products are specialized performance systems requiring technical understanding and professional customer communication.
Dealer status is granted at Supplier’s discretion and does not create any exclusive rights, protected territory, minimum supply commitment, or guaranteed access to any product unless expressly agreed in writing.
2. TERRITORY AND SALES CHANNEL
Supplier reserves the right to define, modify, or revoke territory and channel authorizations at its sole discretion.
3. PRODUCT AUTHORIZATION
Dealer must comply with any restrictions to sales and use of aRacer SpeedTek products as required by Supplier.
Supplier reserves the right to:
- Modify product lineup
- Suspend product sales
- Update compatibility standards
- Restrict certain products by jurisdiction
Dealer may not sell Supplier products through Amazon, eBay, Walmart Marketplace, Alibaba, or similar third-party marketplaces without written authorization from Supplier.
4. PRICING, MAP POLICY, PAYMENT TERMS, AND DEMO UNITS
4.1 Dealer Pricing
Dealer pricing is confidential and may not be disclosed.
4.2 Minimum Advertised Price (MAP)
Dealer shall not publicly advertise products below Supplier-authorized MAP pricing.
Public advertising includes:
- Website pricing
- Social media posts
- Marketplace listings
- Paid ads
- Email promotions
Dealer may:
Privately negotiate final sale price with individual customers unless otherwise prohibited.
4.3 MAP Violations:
- First violation: Written warning
- Second violation: Dealer suspension review
- Third violation: Immediate termination possible
4.4 Payment Terms:
All Dealer orders are prepaid unless Supplier approves alternative payment terms in writing.
Dealer must pay the full invoice amount before Supplier is obligated to release, ship, reserve, or transfer any products. Supplier may require payment by bank transfer, credit card, approved electronic payment method, or other method accepted by Supplier.
Supplier may delay, refuse, cancel, or modify any order until payment has been received and cleared.
No credit terms, open account terms, Net terms, consignment terms, or delayed payment terms are granted unless expressly approved in writing by Supplier.
Supplier may introduce credit terms or other payment arrangements in the future at its sole discretion. Any such terms must be approved in writing and may be modified, suspended, or revoked by Supplier at any time.
4.5 Demo / Evaluation Units
Supplier may, at its sole discretion, provide Dealer with one demonstration or evaluation ECU at no charge.
Any demo or evaluation unit is provided solely for installation, testing, validation, training, and promotional use. Demo units may not be resold, transferred, or used as customer inventory without prior written approval from Supplier.
Dealer agrees to provide reasonable feedback, installation notes, photos, video, test results, customer response, or promotional support upon request.
Unless otherwise approved in writing, all additional units must be purchased at standard dealer pricing.
Supplier may request return of any unused demo or evaluation unit if Dealer does not proceed with installation, validation, or approved dealer activity.
5. SHIPPING, TITLE, AND RISK
Unless otherwise agreed:
- Shipping terms: EXW Chino, California, USA.
- Ownership of goods transfers upon pickup of shipment by delivery agent
- Dealer assumes shipping risk upon carrier acceptance
- Dealer responsible for customs, duties, or regional taxes unless otherwise specified
6. WARRANTY AND TECHNICAL SUPPORT
Dealer Responsibilities:
Dealer agrees to:
- Verify proper vehicle compatibility
- Confirm installation quality
- Provide first-line customer support
- Avoid unsupported claims
Warranty Exclusions:
Warranty does NOT cover:
- Improper installation
- Incorrect tuning
- Racing damage
- Abuse or negligence
- Water/fire damage
- Unauthorized modifications
- Wiring damage
- Sensor or fuel system incompatibility
Except where prohibited by law, products are provided “as-is” and intended for specialized performance applications requiring professional understanding and acceptance of associated risks. Supplier retains sole authority regarding warranty approval, repair, replacement, or denial. Supplier shall not be liable for damages resulting from misunderstood, improperly translated, incomplete, or misapplied instructions, technical documents, or communications.
Dealer may not return products, approve customer returns, promise warranty coverage, or issue warranty replacements on behalf of Supplier without Supplier’s prior approval. All warranty and return claims must follow Supplier’s RMA process.
7. LEGAL, EMISSIONS, AND REGULATORY COMPLIANCE
Dealer acknowledges:
- Certain products may be intended for closed-course competition, off-road, or race use only depending on jurisdiction
- Dealer is solely responsible for local compliance with all applicable laws
- Dealer shall not market products as emissions-compliant, CARB-approved, EPA-certified, or street legal unless expressly authorized in writing by Supplier.
- Dealer agrees to comply with all applicable export, re-export, and trade compliance laws.
8. INTELLECTUAL PROPERTY
Supplier retains all rights to:
- aRacer
- aRacer SpeedTek
- Logos
- Wordmarks
- Marketing assets
- Product images
- Calibration files
- Software and firmware
Dealer may use approved branding solely for authorized sales purposes.
Dealer may NOT:
- Register domains using Supplier marks without permission
- Create misleading social handles
- Alter logos
- Claim ownership of Supplier intellectual property
Any unauthorized domain, branding asset, or confusingly similar identifier may be subject to immediate transfer upon Supplier demand.
9. DATA, SOFTWARE, AND CALIBRATION PROTECTION
Dealer shall not:
- Copy or redistribute proprietary maps without authorization
- Reverse engineer software
- Share dealer pricing documents
- Distribute unauthorized firmware
Supplier retains all rights to software ecosystems, tuning architecture, and proprietary calibration systems.
10. PROFESSIONAL CONDUCT
Dealer is an independent reseller and has no authority to make warranties, guarantees, technical commitments, legal representations, emissions compliance statements, refund promises, or other obligations on behalf of Supplier unless expressly authorized in writing.
Dealer agrees to:
- Represent products honestly
- Contact Supplier if a customer question cannot be answered, not directly passing the customer to Supplier.
- Avoid deceptive horsepower or compliance claims
- Maintain professional customer support
- Protect Supplier reputation
- Avoid defamatory conduct
Dealer shall obtain appropriate customer acknowledgments, use notices, and compliance disclosures for applicable products before sale or installation, including competition/off-road use notices where applicable.
Dealer shall retain customer invoices, installation records, and signed customer acknowledgments for a minimum of three (3) years.
Dealer may not:
· use misleading branding
· create fake dyno charts
· use AI-generated false results
· use altered logos
Supplier may terminate Dealer status for reputational harm.
11. CONFIDENTIALITY
Dealer agrees to protect confidential information including:
- Dealer pricing
- Product roadmap
- Technical documents
- Business strategy
- Supplier communications
Confidentiality obligations survive termination.
12. CUSTOMER DATA LOGGING / TELEMETRY
Dealer/customer acknowledges Supplier may use anonymized calibration, firmware, or diagnostic information for technical support, validation, and product improvement purposes.
13. TERM AND TERMINATION
Initial Term:
One (1) year from Effective Date unless otherwise specified.
Renewal:
Automatic annual renewal unless terminated.
Immediate Termination Causes:
- Trademark misuse
- MAP violations
- Fraud
- Counterfeit products
- Unauthorized marketplaces
- Legal violations
- Nonpayment, or 90 days late
Upon termination, Dealer may sell remaining genuine inventory only with Supplier’s prior written approval and only in compliance with Supplier’s MAP policy, branding requirements, regulatory requirements, customer disclosure requirements, and any other applicable Supplier policies.
Supplier may require Dealer to cease sales of specific products or return certain materials, confidential information, marketing assets, demo units, evaluation units, or other Supplier-provided materials.
Dealer must immediately cease any or all Supplier branding use upon Supplier’s request at any time, regardless of termination status, dealer status, or remaining inventory.
14. INDEMNIFICATION
Dealer agrees to defend, indemnify, and hold Supplier harmless from claims arising from:
- Dealer negligence
- Improper installation
- Unauthorized, misleading, or unlawful representations regarding Supplier products
- Regulatory violations
- Unauthorized modifications
15. LIMITATION OF LIABILITY
Supplier shall not be liable for:
- Lost profits
- Consequential damages
- Racing losses
- Vehicle downtime
- Third-party tuning outcomes
Maximum liability shall be limited to the purchase price of the affected product where permitted by law.
16. GOVERNING LAW
This Agreement shall be governed by the laws of the State of Delaware, unless otherwise specified.
17. ENTIRE AGREEMENT
This Agreement constitutes the full understanding between Parties and supersedes prior discussions.
Amendments must be in writing and signed by both Parties.
|
SUPPLIER aRacer ECU R&D of America LLC By: Name: Job Title: |
DEALER Company: By: Job Title: Date: |