1. How can I become a Brazzen Distributor?

To become a Brazzen Distributor, you must operate from a physical premises within an available territory, sign the current Distribution Agreement, provide a signed personal guarantee, pay the Exclusive Area Fee and place an Initial Order. The agreement has an initial term of three years and renews automatically for a further three years unless the Distributor gives at least three months’ written notice before it expires (and provided the Distributor signs any updated agreement Brazzen issues). A non-refundable Exclusive Area Fee of $3,000 is payable when the agreement is signed. The fee is credited toward the 30% payment required for the Initial Order. The agreement also sets minimum container order commitments that must be met to keep the exclusive territory.

 

2. What are the minimum container targets?

A new Distributor must order five full 40-foot high-cube containers during the 24-month period beginning when the Initial Order is received. This includes the Initial Order of one container. After that initial period, Distributors must order four full 40-foot high-cube containers in each 12-month period, or, if lower, the average of the three geographically closest Distributors that have operated for the same length of time. If a Distributor orders or sells less than 50% of its commitment in any 12-month period, Brazzen may terminate the agreement or make the territory non-exclusive by giving 60 days’ notice. A Distributor that loses exclusivity this way must pay a new Exclusive Area Fee to have it reinstated.

 

3. How long does it take to receive a container?

Production and delivery times vary according to the equipment ordered, factory schedules, vessel availability, customs processing and inland transport. A typical timeframe may be approximately 8–12 weeks, but this is an estimate only. Brazzen will use commercially reasonable efforts to meet the requested delivery date, but delivery dates cannot be guaranteed.

 

4. What happens if I run out of inventory?

Distributors should review their sales and inventory regularly and place repeat orders early enough to maintain suitable stock levels. A Distributor may buy Brazzen products from another Distributor only where Brazzen has authorized that Distributor to sell to it. Distributors must not appoint sub-distributors or agents, or sell to anyone buying for resale (other than retailers selling to end users), without Brazzen’s written consent.

 

5. What do I need to do to secure an exclusive area?

When the agreement is signed, the Distributor must pay a non-refundable Exclusive Area Fee of $3,000 to secure the territory. The fee is credited toward the 30% payment for the Initial Order. The Initial Order is one 40-foot high-cube container of mixed products, placed within 60 days after the Effective Date. The Distributor must also provide a signed personal guarantee and prepare to become operational within the territory.

 

6. How do exclusive territories work?

A Distributor may promote and sell Brazzen products to retailers and end users (such as ranchers and farmers) within its territory. A Distributor may also sell to a customer outside its territory if the inquiry came from advertising that complies with Brazzen’s Advertising Guidelines, if the customer is a friend, family member, client or contact the Distributor knew before signing the agreement (or someone they personally referred), or if the customer is not located in another Distributor’s territory. If a Distributor sells outside its territory in any other case, it must pay the profit from that sale to the Distributor for that territory. A Distributor cannot distribute brochures, canvass, advertise to stores or attend agricultural shows or trade days outside its territory without Brazzen’s approval. All advertising must use the approved Brazzen name and logo and clearly state the territory served. If Brazzen supplies a customer lead, the Distributor must not transfer or refer that lead to another person without Brazzen’s written approval. If the Distributor cannot assist the customer promptly, the lead must be returned to Brazzen for reassignment.

 

7. What happens if equipment arrives damaged or does not work?

Distributors must inspect each delivery within 30 days after receipt and notify Brazzen, with supporting evidence, of any product that is damaged, not fit for its advertised purpose, not working, not what was ordered, or in excess of the quantity ordered. If Brazzen confirms the product is nonconforming, Brazzen will either replace it or refund its price. Excess products are refunded. With Brazzen’s consent, nonconforming or excess products are shipped back to Brazzen’s Utah facility at Brazzen’s expense. These are the Distributor’s only remedies for nonconforming products. The Distributor must still pay all invoices in full and cannot withhold or offset payment because of a faulty product.

 

8. How does the product warranty work?

Brazzen provides its limited warranties directly to the end user. Warranty periods and coverage vary by product. No warranty is given to the Distributor. A Distributor must not give any warranty or make any promise about a product’s capacity, strength, safety, performance, expected life, availability, delivery time or warranty unless it is accurate and approved by Brazzen. Nothing in the agreement excludes, restricts or modifies any customer right that cannot legally be excluded. Distributors must promptly notify Brazzen of any serious complaint, injury, accident, alleged product failure, safety concern, threatened legal claim or government inquiry, and must cooperate with any warranty investigation or recall. Please refer to the current Brazzen USA warranty statement for the warranty period and terms applying to each product.

 

9. Do I need a separate business telephone number?

Yes. The agreement requires each Distributor to maintain a separate telephone number or series of numbers used solely for the Brazzen business. That number must be used in Brazzen advertising and customer communications. When the agreement ends, Brazzen may require the number to be transferred to Brazzen or its nominee.

 

10. Can I sell my distributorship?

A distributorship may be sold or transferred only in accordance with the Distribution Agreement. The Distributor must give Brazzen at least 30 days’ notice and a copy of the proposed sale contract. Brazzen has a first right of refusal on the same terms and must reply within seven days.

•  Brazzen must screen and approve the buyer in writing before the sale agreement is signed.

•  All money owed to Brazzen, including for outstanding orders, must be paid.

•  The buyer must sign the Distribution Agreement with Brazzen.

•  A transfer fee of $500 and any associated costs must be paid.

•  Brazzen must agree in writing to the transfer of the Brazzen name and marks.

•  The Distributor must not otherwise be in default. Any change in the Distributor’s owners, managers, legal structure or controlling interest also requires Brazzen’s prior written approval.

 

11. Can I terminate my distributorship?

Yes. A Distributor may terminate the agreement at any time by giving notice to Brazzen, and must immediately pay all amounts owing. The agreement renews automatically at the end of each three-year term. If the Distributor does not wish to renew, at least three months’ written notice must be given before the term expires. After the agreement ends, the Distributor must stop using the Brazzen name, trademarks and branded assets and, at Brazzen’s election, transfer or cancel its Brazzen business name, domain names, websites, email and social media accounts and business telephone numbers. The non-compete continues after the agreement ends. For up to two years, the Distributor, its owners and guarantors must not sell, or be involved with, competing products in the territory or neighboring Brazzen territories.

 

12. What happens in areas between established territories?

Some locations may not be included in any Distributor’s territory. A Distributor may sell to a customer who is not located within another Distributor’s territory, subject to the Distribution Agreement. However, this does not give a Distributor the right to advertise, canvass, contact stores or attend events outside its territory. Brazzen’s prior approval is required.

 

13. What advertising is required?

Each Distributor must:

•  Maintain a Brazzen-branded website that describes the products for sale and the territory.

•  Advertise on a classified advertising website in its territory.

•  Maintain at least three active, free advertisements on Facebook Marketplace, each stating the territory served.

•  Advertise at least one agricultural show or trade day in its territory each year.

•  Use the approved Brazzen name and logo, and clearly state the territory served, in all advertising.

•  Keep its advertising and online listings accurate and current. All advertising and promotional materials must be approved by Brazzen before publication. Advertisements that follow a Brazzen-approved template without material change do not need separate approval. Third-party products must not be advertised under the Brazzen name or in the same advertisements as Brazzen products.

 

14. Will my distributorship be listed on the Brazzen website?

Yes. Distributors must provide Brazzen with accurate business and contact details so the distributorship can be listed on the Brazzen USA website and inquiries can be directed to the correct territory. This listing is in addition to the Distributor’s own Brazzen-branded website, which every Distributor must maintain. The website must comply with the Distribution Agreement and be approved by Brazzen.

 

15. Do I need an approved location?

A Distributor must maintain a physical premises within its territory, owned or leased, where customers can inspect, see demonstrations of and purchase Brazzen equipment. The premises may be a farm, ranch or retail location, provided it offers suitable space for the safe storage, display and handling of the equipment.

 

16. Can I sell to farm and rural stores?

Yes. A Distributor may sell to retailers within its territory that sell to end users. A Distributor must not sell to anyone it knows or has reason to believe is buying for resale other than retail to end users, and must not appoint sub-distributors or set up wholesale arrangements, without Brazzen’s written consent.

 

17. Can I sell products other than Brazzen equipment?

A Distributor cannot sell products that are equivalent to or reasonably compete with Brazzen products without Brazzen’s written consent. Third-party products cannot be sold under the Brazzen name or brand, or in any way that suggests they are made or endorsed by Brazzen, and must not appear in the same advertisements as Brazzen products. Distributors must also give Brazzen the first right to supply any new agricultural product not currently available from Brazzen. During the agreement, and for up to two years after it ends, the Distributor and its owners must not manufacture, import, buy for resale or sell competing products in the territory or neighboring Brazzen territories without Brazzen’s written consent.

 

18. Can I have more than one territory?

Yes, subject to Brazzen’s approval. A Distributor wishing to expand must sign a separate agreement for each additional territory and meet the minimum order and sales commitments for that territory separately, without combining or offsetting them against its existing territory.

 

19. Can I choose what goes into the container?

The Distributor selects the products for each order using Brazzen’s purchase order form. Each purchase order must list the products, quantities and requested delivery date, and each item must meet Brazzen’s minimum order quantity. Brazzen will confirm pricing for each item, and the Distributor then has seven days to accept the purchase order. Brazzen may refuse an order containing more than 15 different item types and, with the Distributor’s consent, may add related items at current prices to fill the container.

 

20. Are shipping, taxes and port fees included?

Yes. Brazzen pays sea freight, port fees, inland freight, customs duties, tariffs, import taxes and unloading charges for delivery to the Distributor’s location, provided the Distributor unloads the container within the scheduled time frame. State and local sales tax is not included. Distributors buying for resale should give Brazzen a valid resale or exemption certificate; otherwise sales tax will be added to the invoice. Distributors are responsible for collecting and remitting sales tax when they sell to their customers. If shipping, duty or tariff costs rise materially because of a change in law, new tariffs, a large increase in freight costs or world events, Brazzen may pass on the increase, or require the Distributor to pay some or all of these costs, by giving at least 14 days’ notice. The Distributor may cancel any unshipped order within seven days of receiving that notice.

 

21. How are shipping containers, delivery and unloading handled?

Brazzen selects the shipping method and carrier and will use commercially reasonable efforts to meet the requested delivery date. Brazzen may make partial shipments. The Distributor must make sure space is available to unload at the delivery location, follow Brazzen’s current unloading and safety instructions, and use suitable equipment and properly trained people. If the container is not unloaded within the scheduled time frame and demurrage, detention or other penalties are incurred, Brazzen and the Distributor will discuss and agree how those costs are paid.

 

22. Does Brazzen provide advertising materials?

Brazzen may provide approved artwork and help develop promotional materials. Distributors are generally responsible for local printing and production costs unless otherwise agreed. Advertisements, websites, printed publications and other branded materials must be submitted to Brazzen for approval before publication. Promotional items such as caps, brochures, canopies, flags and many other promotional items are available.

 

23. Will Brazzen buy back products that do not sell?

No. Brazzen does not buy back unsold inventory. During the last six months of the term, Distributors must not order more than the quantities forecast for that period.

 

24. Can my lawyer review or request changes to the agreement?

Yes. Prospective Distributors may obtain independent legal advice before signing. Brazzen uses the same terms across its distributor network, so in most cases the agreement will not be changed. Questions can be clarified before the agreement is signed.

 

25. Can one Brazzen Distributor supply another?

A Distributor may buy Brazzen products from another Distributor only where Brazzen has authorized it. Distributors must not supply other Distributors for resale, appoint sub-distributors or establish wholesale arrangements without Brazzen’s written consent.

 

26. Can I discount Brazzen products?

Distributors may sell Brazzen products to customers at any price, but must not sell below the price they paid Brazzen without Brazzen’s written consent. Brazzen will not unreasonably refuse consent for limited-time sales or one-off items. Promotional or package pricing must not be misleading and must comply with the Distribution Agreement.

 

27. What are the payment terms for container orders?

When the Distributor accepts a purchase order, Brazzen issues an invoice. The current payment terms are: 30% when the invoice is issued 70% within seven days after the goods are received For the Initial Order, the $3,000 Exclusive Area Fee is credited toward the 30% payment. Late payments accrue interest at 1.5% per month (or the highest rate allowed by law, if lower). Brazzen holds a security interest in all Brazzen inventory until it is paid for. Brazzen may change the payment terms by giving at least 30 days’ notice. If any payment is missed, including the first time, Brazzen may immediately require full payment at the time of order or change the payment terms, including for orders not yet delivered.

 

28. What does a container of equipment cost?

Container values vary according to the products selected, current product prices, exchange rates and other applicable charges. All prices are in US dollars. Brazzen will provide current pricing for each purchase order before it is accepted.

 

29. What margins can a Distributor earn?

Margins vary by product, sales price, operating expenses, discounts and local demand. Brazzen may provide current distributor and recommended retail prices to help a prospective Distributor evaluate the opportunity. Any margin, sales or profit examples are illustrations only and are not guarantees of future performance.

 

30. Does Brazzen Head Office advertise for Distributors?

Brazzen promotes the overall Brazzen brand through social media, road signage, radio and television, but is under no obligation to do so. Brazzen directs eligible customer inquiries to the appropriate Distributor. Advertising methods may change, and Brazzen does not guarantee any particular level of advertising or number of leads. Distributors remain responsible for their own local advertising and participation in events.

 

31. What running costs should I expect?

Costs vary, but may include:

•  Initial and ongoing inventory purchases

•  Website development and hosting

•  Classified, Facebook Marketplace and other advertising

•  Agricultural shows, trade days and public events

•  Premises and equipment storage costs (if any)

•  Forklift, trailer and unloading equipment

•  Fuel and delivery expenses

•  Insurance, including at least $2,000,000 general liability cover

•  Telephone and internet

•  Printing and signage

•  Staff, contractors and training (if any)

•  Repairs, customer service and warranty assistance Prospective Distributors should prepare a business plan using current prices and their own expected costs, and obtain independent financial advice.

 

32. How quickly should I respond to a customer lead?

Distributors must respond to calls, texts and emails from Brazzen or customers within 24 hours, including acknowledging leads forwarded by Brazzen. Brazzen may forward an unanswered lead to another Distributor, and three written warnings for slow responses allow Brazzen to terminate the agreement.

 

33. Can I give a Brazzen lead to someone else?

No. A Brazzen-provided lead is confidential and cannot be sold, transferred, disclosed or referred to another person without Brazzen’s written approval. If the Distributor cannot assist promptly, return the lead to Brazzen for reassignment.

 

34. Do I need a Brazzen email address?

Yes. The Distributor must maintain a Brazzen-approved email address beginning with “Brazzen” and use it for all communications with Brazzen, all communications about leads, and all communications with customers about Brazzen products.

 

35. How must equipment be stored and displayed?

Brazzen equipment must be stored, assembled, handled and displayed securely and kept in a clean, presentable and safe condition. A large shed is recommended for flat-packed equipment to prevent rainwater from pooling on it. Panels and gates can be stored outside, preferably upright. Where possible, it is best to keep all equipment under cover.

 

36. Do I need insurance?

Yes. During the agreement and for one year afterward, Distributors must carry insurance typical for distributors of similar products, including at least $2,000,000 per occurrence in commercial general liability insurance. Policies must be with insurers rated at least A-VIII by AM Best, name Brazzen as an additional insured, be primary, and waive subrogation against Brazzen. Certificates must be provided on request.

 

37. Where are Brazzen products manufactured?

Brazzen equipment is manufactured at our dedicated factory in China. The factory is owned and operated by Australians. We pay the rent and employee salaries and directly oversee production and quality control. The factory has operated for more than 20 years and supplies Brazzen equipment to our Distributors in the USA and Australia. The factory began with six employees and now has approximately 70. Some employees live in accommodation we provide on site, and meals are prepared for the workers. Before COVID, the owners lived near the factory and they now visit regularly. American ranchers and farmers, as well as our Distributors in the USA and Australia, can give us direct feedback about improvements and new equipment. Many of our USA Distributors are farming and ranching families themselves. Through their Brazzen businesses they support and sponsor people in their local communities, and help ranchers and farmers look after their animals with quality livestock equipment.

 

38. How much notice will I receive before delivery?

Brazzen provides delivery updates as information becomes available. Production, shipping, customs and inland transport can affect the schedule, so the amount of notice and estimated date vary by shipment and cannot be guaranteed. Normally, delivery takes 2–3 months, depending on where you are.

 

39. Can I sell outside my territory when an inquiry comes from online advertising?

Yes, if the inquiry came from advertising that complies with Brazzen’s Advertising Guidelines. All online advertising must show the approved Brazzen name and clearly state the territory served, and a Distributor must not target advertising outside its territory without Brazzen’s approval.

 

40. Do I need to give a personal guarantee?

Yes. The Distributor must provide a personal guarantee in Brazzen’s form. The guarantor guarantees payment of all amounts owed and performance of all the Distributor’s obligations, indemnifies Brazzen for losses from any breach, and is personally bound by the non-compete. The guarantee continues until everything owed under the agreement has been paid and performed.

 

41. Is there a non-compete after the agreement ends?

Yes. During the agreement and for up to two years after it ends, the Distributor, its owners, managers, directors, affiliates and guarantors must not manufacture, import, buy for resale, promote or sell products similar to Brazzen products, or be involved in a business that does, within the territory or neighboring Brazzen territories, without Brazzen’s written consent. Distributors must also not encourage other Brazzen Distributors to work with a competing company, or disparage Brazzen to other Distributors or customers.

 

42. What branding is required if I run another business from the same yard?

If the Distributor or its owners, managers, directors or affiliates run a store or any other business from the same premises or yard as the Brazzen business, the Brazzen name and logo must be displayed at no less than 80% of the size of that business’s name. This applies to signage, stationery, business cards, emails, websites, social media, vehicles, uniforms and the yard.

 

43. Are trailers and horse floats included?

No. Trailers (other than ATV trailers) and horse floats, along with other products outside Brazzen’s livestock and rural equipment range, are New Products. ATV trailers are included in the Distributor’s product range. Brazzen will offer New Products to the Distributor for its territory first. If the Distributor declines, or does not accept in writing within one month, Brazzen may sell them in the territory itself or appoint someone else to sell them.

 

44. What reports and records do I need to keep?

Distributors must provide Brazzen with monthly sales reports and an annual business plan one month before each anniversary of the agreement. They must keep complete records of leads, sales, inventory, advertising, complaints, warranties and safety matters during the agreement and for five years after it ends, and allow Brazzen to audit records and inspect inventory and premises on reasonable request. Distributors must also give Brazzen administrator access to every Brazzen-branded website, email, social media, online marketplace and advertising account they use.