Gold Note USA – Dealer Agreement

Required Acknowledgements

Agreement

AUTHORIZED DEALER AGREEMENT

This Authorized Dealer Agreement (“Agreement”) is entered into by and between Gold Note USA (“Distributor”) and the undersigned dealer (“Dealer”).

   

1. APPOINTMENT

Distributor appoints Dealer as a non-exclusive Authorized Retail Dealer for Gold Note products within the United States, subject to the terms herein. Dealer agrees to represent the brand in a professional manner consistent with Gold Note’s premium positioning.

2. PRICING STRUCTURE

2.1 Tariff & Freight Inclusive Pricing

All Dealer prices published by Distributor include all applicable tariffs, import duties, and inbound freight to the U.S. warehouse. Domestic shipping terms from Distributor to Dealer are governed under Section 8.

2.2 Dealer Margin Tiers

1000 Series Display Dealers
Dealers maintaining a minimum of three (3) active 1000-series demonstration units from at least two (2) different product categories shall receive:

  • 45 margin points (45%) on all Gold Note products

10 Series Display Dealers
Authorized Dealers maintaining active display of 10-series products shall receive:

  • 40 margin points (40%)

Distributor reserves the right to verify display compliance quarterly.

3. DISPLAY & DEMONSTRATION REQUIREMENTS

Dealer agrees to:

  1. Maintain functional, powered, and properly presented demonstration systems.
  2. Ensure Gold Note is not displayed in a degraded, non-operational, or discount environment.
  3. Provide trained staff capable of demonstrating and explaining Gold Note products.
  4. Keep display units in good working condition.

Failure to maintain required display standards may result in margin adjustment.

4. ANNUAL PURCHASE REQUIREMENTS

To maintain Authorized Dealer status, Dealer agrees to status based on annual sales:

  • Premier Dealer: USD $50,000+ annually
  • Authorized Dealer: USD $10,000+

Distributor may adjust thresholds based on territory size and market conditions. Failure to meet minimum requirements may result in tier downgrade or termination.

5. DEMONSTRATION UNIT PROGRAM

Dealer may purchase one (1) demo unit per model per category per year at 10% below standard Dealer cost. Demo units must remain in showroom use for at least 12 months and may not be resold as new.

6. BRAND REPRESENTATION & MARKET CONDUCT

Dealer agrees:

  • Not to discount below Minimum Advertised Price (MAP)
  • Not to sell on unauthorized marketplaces (Amazon, eBay, Audiogon, AudioShark, USA Audio Mart, etc.)
  • Not to transship outside territory
  • To maintain premium brand positioning
  • To prioritize relationship-driven, consultative sales

7. TRAINING & EVENTS

Dealer agrees to:

  • Participate in at least one annual Gold Note training session
  • Host minimum of one Gold Note demonstration event per year in house
  • Support local marketing initiatives and brand exposure

Distributor agrees to:

  • Training materials
  • Technical support
  • Brand assets
  • Strategic guidance

8. SHIPPING TERMS

  • Prices include international freight, tariffs, and import costs.
  • Domestic shipping from Distributor to Dealer is FOB Distributor Warehouse unless otherwise agreed.
  • Risk transfers upon shipment.

9. ORDER TERMS

  • Standard payment terms: Net 15 days
  • Initial opening order minimum: USD $2,500
  • Backorders permitted
  • Drop shipping permitted for qualifying display dealers

10. TERRITORY & NETWORK INTEGRITY

Dealer shall sell primarily within assigned geographic market and:

  • Not engage in price erosion
  • Not represent directly competing brands that conflict with Gold Note positioning without disclosure
  • Cooperate in building a stable, premium dealer network

11. SERVICE & CUSTOMER SUPPORT

Dealer must:

  • Provides first-line customer support
  • Facilitates warranty service via authorized service centers (Chicago and Los Angeles)
  • Maintain customer satisfaction consistent with premium brand expectations

12. TERM & TERMINATION

This Agreement remains in effect until terminated by either party with 60 days written notice. Distributor may terminate immediately for:

  • Brand damage
  • Chronic discounting
  • Non-payment
  • Misrepresentation,
  • Failure to meet requirements

13. INTENT OF NETWORK

The Parties acknowledge Gold Note is a premium, relationship-driven brand. This Agreement is intended to build a cohesive and profitable dealer network.

14. GOVERNING LAW

This Agreement shall be governed by the laws of the State of Washington.

15. PERSONAL PERFORMANCE TARGETS & GROWTH LADDER

15.1 Annual Performance Metrics

  • Revenue targets defined annually by Distributor
  • Minimum two (2) complete Gold Note system demonstrations per month
  • Minimum twenty (20) qualified Gold Note prospects annually
  • Completion of annual training by all sales staff

Distributor may review Dealer performance quarterly.

15.2 Growth Ladder (Dealer Advancement)

Authorized Dealer (Entry Level)

  • 40 margin points
  • Entry turnover requirements
  • Basic display requirements

Reference Dealer (1000 Series)

  • 45 margin points
  • Full reference display
  • Access to limited products / early releases
  • Priority inventory allocation
  • Event support eligibility
  • Must maintain premium showroom standard

Experience Center / “Gold Note House” (Elite Tier)

  • Highest strategic priority
  • Special margin programs (case-by-case)
  • Brand-hosted events and factory visits
  • See Section 17

Distributor retains sole discretion in tier classification.

16. MINIMUM ADVERTISED PRICE (MAP) POLICY

16.1 MAP Requirement

Dealer agrees not to advertise, publish, promote, or offer any Gold Note product below the official Minimum Advertised Price (MAP) established by Distributor.
MAP applies to:

  • Online listings
  • Email promotions
  • Printed materials
  • Bundled pricing
  • “Call for price” strategies intended to bypass MAP
  • Coupons, rebates, or hidden discounts

16.2 Enforcement (“Soccer Rules”)

  • First Violation – Yellow Card: Written notice and five (5) day cure period
  • Second Violation – Red Card: Immediate termination of Authorized Dealer status

Distributor may withhold shipments immediately upon any violation.

17. EXPERIENCE CENTER / “GOLD NOTE HOUSE” DEALER CATEGORY

This designation applies to select strategic dealers operating immersive Gold Note listening environments.

Requirements

  • Complete Gold Note 1000-series based system
  • Provide private listening experiences by appointment
  • Host Gold Note events quarterly
  • Maintain showroom design aligned with brand standards

Benefits

  • Priority product allocation
  • Special pricing programs (determined individually)
  • Co-funded marketing and events
  • Factory and distributor support visits
  • Early access to flagship product launches
  • Strategic territory protection (case-by-case)

Designation may be revoked if standards are not maintained.

18. BRAND PROTECTION & ANTI-DISCOUNT ENFORCEMENT

Dealer acknowledges that price erosion damages brand value, dealer profitability, and long-term market health. Dealer agrees:

  1. Not to engage in discounting, price undercutting, or margin erosion.
  2. Not to sell to resellers, brokers, exporters, or unauthorized online sellers.
  3. Not to represent Gold Note in a discount, liquidation, or clearance environment.
  4. Not to bundle products in ways that obscure pricing or devalue brand perception.
  5. To report known unauthorized sellers to Distributor.

18.1 Unauthorized Sales & Grey Market

If Dealer:

  • Supplies unauthorized resellers
  • Engages in grey-market activity

Distributor may immediately:

  • Terminate dealership
  • Cancel open orders
  • Revoke pricing privileges
  • Deny warranty support on diverted products

18.2 Brand Presentation Standards

Dealer must:

  • Maintain premium showroom presentation
  • Ensure products are demonstrated in proper system context
  • Avoid association with brands or practices that conflict with Gold Note positioning
  • Protect brand reputation at all times

Signature

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