Please Note: Dealer pricing will be awarded once a $25,000 buy-in has been met.
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Non-Exclusive Distribution Agreement
This Non-Exclusive Distribution Agreement (Agreement) made and entered into between: Zenith Firearms, Inc., (hereinafter, ZENITH), a Virginia company, and the distributor/seller whose signature appears on the form above (hereinafter, COMPANY). WHEREAS, ZENITH is the exclusive importer of the Turkish companies: Makina ve Kimya Endüstrisi Kurumu (MKEK), Girsan Makina ve Hafif Silah San. Tic. A.S., Trabzon Gun Industry Corp. (Tisas), and Tedna Av Tufegi Satis ve Pazarlama A.S. as well as other Turkish companies. WHEREAS, ZENITH desires to do business with companies that can Distribute its Product(s) in the United States. WHEREAS, COMPANY conducts a business, whereby it sells firearms and is interested in Distributing ZENITH Product(s); NOW, THEREFORE, the parties, ZENITH and COMPANY, agree as follows:
  1. Definitions
As used in this Agreement, the terms defined below shall have the following meanings;
  • “Distribute(s)", "Distributed," “Distributing,” or "Distribution" shall mean to take any or all of the following actions in full compliance with all applicable state and federal laws or regulations governing such actions: to demonstrate, warehouse, sell, gift, ship, market, promote, stimulate interest in, solicit orders for, and/or provide services related to Products(s).
  • "End User" shall mean any person or entity that buys or otherwise lawfully obtains Product(s) from COMPANY, either directly or indirectly, that is a consumer/user and is not a Reseller/Dealer.
  • “Reseller/Distributor/Dealer” shall mean any person or company that Distributes Product.
  • "Product(s)" shall mean the ZENITH Product(s) available for purchase by COMPANY for which ZENITH and COMPANY shall from time to time agree to execute a Purchase Order.
  • "Territory" shall mean the United States. Expansion of the territory may occur only after written and express authorization from ZENITH and mutual consent of both parties.
  1. Appointment
ZENITH hereby grants to COMPANY the non-exclusive right to purchase Product(s) and to Distribute such Product(s) in the Territory to Reseller/Distributor/Dealer or End Users.
  1. Orders, Price, Payment, and Shipping
  • Purchase Orders of COMPANY is to be sent to one of the following:
    • Mail:       Attn: Orders, 10517 Critzer Shop Road, Afton, VA 22920
    • Fax:        434-202-7792, Attn: Orders
    • Email:   orders@zenithfirearms.com
  • Orders are subject to acceptance by ZENITH. ZENITH will respond by the next business day to confirm, modify, or clarify the Purchase Order. Failure by ZENITH to respond does not mean the Purchase Order has been confirmed.
  • The "Purchase Price" in the Purchase Order will be determined by the terms agreed to by ZENITH and COMPANY in Appendix A: Tier Pricing.
  • COMPANY agrees that terms for payment are prepayment by: electronic check, fax check, wire transfer, check with clearance from sending bank, or VISA or MasterCard. ZENITH commits to use all reasonable efforts to confirm clearance, but until clearance of payment is finalized and ZENITH confirms that it has use of the funds, ZENITH will not have Product(s) available for the Estimated Ship Date.
  • Provided ZENITH has the Purchase Order Product(s) in-stock, ZENITH will undertake commercially reasonable efforts for a Ship Date of 24 hours following the confirmation of payment clearance, but no later than 72 hours following the confirmation of payment clearance.
  • Product not in-stock in the ZENITH warehouse will require up to an additional 60 days for importation. Prior to ZENITH placing the order with its supplier: ZENITH will notify COMPANY of such delay and a new estimated Ship Date; COMPANY will be required to prepay twenty-five percent (25%) of the total Purchase Order Price. Once ZENITH has the product available for COMPANY to pick up under Section 4, ZENITH will first require the full payment (the remaining 75%) in accordance with the terms of Section 3.D.
    • (1) If ZENITH does not have the Product(s) available, then COMPANY will be entitled to a refund of the 25% paid.
    • (2) If COMPANY, for any reason, cancels an order being processed under this Section, then ZENITH will not return the 25% deposit. Instead, COMPANY will have a Product credit of the amount paid to ZENITH.
  1. Shipping Terms
  • All Product(s) sold and all prices quoted by ZENITH are FOB ZENITH WAREHOUSE: 10517 Critzer Shop Road, Afton, VA 22920.
  • COMPANY shall be responsible for selecting the shipping carrier, paying for all transportation costs, and for insuring the Product in transit and while the Product is in COMPANY's control. Title and all risk of loss for the Product shall shift from ZENITH to COMPANY when the Product is delivered to the common carrier transportation company for shipment to COMPANY.
  1. Commitments of COMPANY
COMPANY shall have the following obligations under this Agreement:
  • COMPANY acknowledges that it received a copy of ZENITH’S Unilateral Minimum Advertised Pricing Policy (hereinafter, “MAP”), with regard to advertising.
  • COMPANY agrees to comply with all obligations relating to promotional provisions in ZENITH Tier Pricing, Appendix A.
  • COMPANY shall obtain prior approval for advertising and promotional materials related to ZENITH Product(s) prior to use or distribution of such materials.
  • COMPANY shall use materials furnished by ZENITH which contain ZENITH Trademarks, Trade names and Copyrights only with respect to distribution and sale of said Product(s), and only in accordance with the terms of this Agreement.
  • COMPANY shall maintain adequate procedures for storage and/or warehouse control and Distribution of Product(s), in order to keep Product(s) from being damaged, stolen, or used in a manner not intended under this Agreement.
  • COMPANY shall maintain adequate records of shipments to Reseller/Distributor/Dealer and End Users for as long as state or federal law or regulation requires. The written records shall be in such a form as to enable ZENITH to trace the location of Product(s), in the event of a recall or other obligation of ZENITH to the government or to the End User.
  • COMPANY shall comply with all relevant governmental laws, rules and regulations in the Territory. COMPANY represents that it holds all necessary Federal Firearms Licenses (FFL), business licenses, and will maintain compliant and current licenses throughout the duration of the Distribution of Product(s). COMPANY has supplied: (1) FFL license, attached as Exhibit 1, (2) its business license, attached as Exhibit 2, and (3) a completed and signed Sales Application, attached as Exhibit 3, (4) a copy of insurance coverage as Exhibit 4 (see 7, below).
  • COMPANY will make no representations or warranties with respect to the Product(s) other than those specifically authorized in writing by ZENITH.
  • COMPANY agrees to train its sales associates or to have educational information available for questions that arise from an End User regarding the Product(s), and will stock and/or assist customers in obtaining other ZENITH products needed to use or operate purchased Product(s).
  1. Commitments of ZENITH
ZENITH shall have the following obligations under this Agreement:
  • ZENITH shall provide marketing direction and guidance to COMPANY.
  • ZENITH shall provide to COMPANY an electronic copy of literature, brochures, and other materials.
  • ZENITH represents that it has the unrestricted right and authority to enter into this Agreement, and to grant the rights contemplated hereunder with respect to the Product(s).
  • ZENITH extends a ZENITH Firearm Warranty, Appendix B, to End Users who purchase a ZENITH Firearm. The ZENITH Firearm Warranty, Appendix B, may be updated from time to time on prospective Purchase Orders. COMPANY ACKNOWLEDGES AND AGREES THAT ZENITH'S SOLE RESPONSIBILITY IN THE CASE OF ANY BREACH OF WARRANTY SHALL BE FOR ZENITH TO COMPLY WITH ZENITH’S WARRANTY TO REPAIR OR REPLACE (AS TO BE DETERMINED IN ZENITH’S DISCRETION), AND ZENITH SHALL NOT BE LIABLE FOR ANY OTHER DAMAGES, WHETHER DIRECT, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL.
  1. Mutual Commitments of COMPANY and ZENITH
Both parties agree to maintain comprehensive "occurrence" general liability insurance, including product liability, with minimum limits of liability of $1 million per occurrence and $2 million in aggregate, coverage and to deliver to the other party a certificate thereof, as a part of this Agreement. They are attached for ZENITH and COMPANY, Exhibit 4.
  1. Term, and Termination
The term of this Agreement is for one year from the effective date of this Agreement, and the Agreement shall renew automatically for one year successive terms; provided, however, that at any time during the initial term or any renewal term, this Agreement may be terminated as follows:
  • By either party with written notice at least seven (7) business days prior to automatic renewal date (which is the effective date, and every year following on that date, or if that date falls on a weekend or holiday, the following business day);
  • By either party without cause, after thirty (30) days written notice of termination;
  • By either party, upon giving written notice to the other party that such other party is in breach of its obligations under this Agreement, if such other party fails to cure (to the satisfaction of the notifying party) the breach within ten (10) days after receipt of written notice of the breach.
  1. Obligations and Damages Upon Breach and/or Termination
  • Upon termination of this Agreement without cause (Section 8.A or 8.B), ZENITH may purchase, all or part of the Product(s) remaining in COMPANY's inventory if both ZENITH and COMPANY agree on buyback terms, including the buyback price, the terms of shipping, and the cost of shipping.
  • However, if the parties cannot agree on buyback terms under Section 9.A, then COMPANY's authorization to Distribute Product(s) shall remain in full force and effect for as long as COMPANY owns Product(s) purchased under this agreement. Furthermore, all rights and obligations of the Agreement as relating to the Product(s) shall remain in effect.
  • If ZENITH terminates this Agreement for cause under Section 8.C, above, then upon the date of termination:
    • (1) COMPANY will discontinue all use of ZENITH'S trade names, trademarks and copyrights;
    • (2) COMPANY will return to ZENITH all price lists, catalogs, and sales literature;
    • (3) COMPANY will return any loaned Product(s) or pay ZENITH full market value for any loaned Product(s);
  • If COMPANY terminates this Agreement for cause under Section 8.C, above, then its remedies are in Section 15. However, if COMPANY has paid for Product(s), but ZENITH has failed to deliver within the timelines in 6.E or 6.F, then COMPANY is entitled to a full refund.
  • ZENITH reserves the right to deny COMPANY the benefit of ZENITH Tier Pricing, in Appendix A, if after given notice, COMPANY fails to get into substantial compliance with the relevant promotion provisions. See Appendix A, provisions 1.F, 2.F, and 3.F.
  1. Assignment
Neither party may assign any of its rights or obligations under this Agreement without the prior written consent of the other party, which consent will not be commercially unreasonably withheld.
  1. Legal Relationship; Indemnity
  • The relationship between ZENITH and COMPANY is that of supplier and purchaser. COMPANY is an independent contractor and is not the legal representative, agent, joint venture, partner, or employee of ZENITH for any purpose whatsoever. COMPANY has no right or authority to assume or create any obligations of any kind or to make any representations or warranties, whether express or implied, on behalf of ZENITH, or to bind ZENITH in any respect whatsoever.
  • Each party expressly rejects indemnification of the other party. Neither party shall have an obligation to indemnify or hold harmless the other party from any claims, injuries, expenses or damages, arising out of mediation or litigation.
  1. Successors, Assigns
This Agreement shall bind and inure to the benefit of both parties and their respective successors and assigns.
  1. Confidential Information
Each party agrees that it will maintain the confidentiality of all electronic, verbal and written communications from the other party that are designated, or which should reasonably be regarded in the normal commercial view, as constituting confidential information, business secrets or proprietary information. This confidentiality provision shall survive termination of this Agreement.
  1. Force Majeure
A failure to comply with this Agreement will not give rise to any claim by one party against the other, if the failure arises out of: acts of God, acts of any government, war, civil commotion, destruction of facilities or materials by fire or storm, earthquake, labor disturbance, epidemic, failure of public utilities, or any other event or thing occurring and whether or not of the same class or kind as those set forth above, which is not reasonably within the control of the affected party. However, the parties will endeavor to avoid, remove, or cure all such conditions as soon as is reasonably feasible. Furthermore, this Section specifically excludes acts of government if such acts were as a result of or related to a COMPANY or ZENITH’s failure to comply with governmental rules, laws, or regulations.
  1. Choice of Law and Choice of Arbitration
ZENITH and COMPANY agree that this Agreement shall be governed by and construed and enforced in accordance with the laws of the Commonwealth of Virginia. Furthermore, any controversy or claim arising out of or relating to this Agreement or the breach thereof shall be resolved through binding arbitration administered by the American Arbitration Association, with one arbitrator, to be conducted in Nelson County, Virginia, pursuant to the American Arbitration Association Commercial Arbitration Rules then in effect. Judgment upon the award rendered by the arbitrator shall be final and binding upon both parties and may be filed for enforcement with a court of competent jurisdiction in Nelson County, Virginia. The prevailing party shall be entitled to an award of reasonable attorney’s fees.
  1. Complete Agreement
This Agreement, including its Appendix and Exhibits, constitutes the entire contract between ZENITH and COMPANY, and by signing above both parties agree to all ten pages. All prior or contemporaneous agreements, proposals, understandings and communications between or involving ZENITH and COMPANY are replaced in their entirety by this Agreement, except that this Agreement shall not relieve either party from making payments which may be due and owing under any agreements or contract made prior to the date hereof. This Agreement may be amended only by a written instrument executed by authorized representatives of ZENITH and COMPANY. A Purchase Order can specify terms different to this Agreement, and for that order of Product(s) only, it will be controlling.
  1. No Waiver of Rights
Both ZENITH and COMPANY agree that a failure or delay in enforcing an obligation or in exercising a right or remedy, does not amount to a waiver of that obligation subsequently or any other obligation, right or remedy under this Agreement. The rights in this Agreement can only be waived by written agreement.
  1. Notice
Notice to ZENITH for all Sections in this Agreement: ATTN: ORDERS Mail: 10517 Critzer Shop Road, Afton, VA 22920 Fax: 434-202-7792, Attn: Orders Email:    orders@zenithfirearms.com Notice to COMPANY for all Sections in this Agreement, shall be to the name of the signator above. APPENDIX A:  ZENITH TIER PRICING ZENITH and COMPANY will mutually agree on the Purchase Price based on the following commitments by COMPANY:
  • Distributor Price: It is for COMPANY for the duration of ONE YEAR,** if COMPANY complies with the following:
  • Submit a Purchase Order for $100,000 or more for Zenith or ZQI Product(s).
  • Promote Zenith Firearms through prominent display in store for the duration that Zenith Product(s) are in COMPANY’S inventory (“prominent display” means displays or marketing on equal footing with top three brands sold by COMPANY).
  • Promote Zenith Firearms through prominent display on COMPANY’S website (“prominent display” means: (1) using the Zenith Firearms logo on the COMPANY’S first page of the website, (2) including ZENITH brochure information as internal webpage links or including a direct link to the ZENITH website; AND including links to video testimonial, video of product reviews, or both).
  • Offer Zenith Firearms parts for sale on the COMPANY’S website (Alternatively: if COMPANY cannot offer the ZENITH parts for sale, COMPANY must post a link to ZENITH website page that offers the parts for sale).
  • Offer ZQI Ammunition for sale on the COMPANY’S website (Alternatively: if COMPANY cannot offer ZQI ammunition for sale, then post a link to the ZQI ammunition website page that offers the ammunition for sale).
  • **NOTE: If COMPANY pays the full amount of the $100,000 Purchase Order and is in substantial compliance with the promotion provisions above, and if the Non-Exclusive Distribution Agreement (Agreement) has not otherwise been terminated for cause under Section 8.C, ZENITH will honor Distributor pricing for all future orders to COMPANY for the duration of one calendar year from the date of the $100,000 Purchase Order, regardless of the amount/size of the subsequent orders.
  • Dealer Price: It is for COMPANY for the duration of ONE YEAR,** if COMPANY will commit to the following:
  • Submit a Purchase Order for over $25,000 for Zenith or ZQI Product(s).
  • Promote Zenith Firearms through prominent display on COMPANY’S website (“prominent display” means: (1) using the Zenith Firearms logo on the COMPANY’S first page of the website, (2) including ZENITH brochure information as internal webpage links or including a direct link to the ZENITH website; AND including links to video testimonial, video of product reviews, or both).
  • Offer Zenith Firearms parts for sale on the COMPANY’S website (Alternatively: if COMPANY cannot offer the ZENITH parts for sale, COMPANY must post a link to ZENITH website page that offers the parts for sale).
  • Offer ZQI Ammunition for sale on the COMPANY’S website (Alternatively: if COMPANY cannot offer ZQI ammunition for sale, then post a link to the ZQI ammunition website page that offers the ammunition for sale).
  • **NOTE: If COMPANY pays the full amount of the $25,000 Purchase Order and is in substantial compliance with the promotion provisions above, and if the Non-Exclusive Distribution Agreement (Agreement) has not otherwise been terminated for cause under Section 8.C, ZENITH will honor Dealer pricing for all future orders to COMPANY for the duration of one calendar year from the date of the $25,000 Purchase Order, regardless of the amount/size of the subsequent orders.
APPENDIX B: WARRANTY NOTE: ZENITH will include the below 5 year warranty for MKE and Zenith Z-line of firearms. For Girsan and Tisas, and any other manufacturer, the warranty will be what is included in the box with the firearm, from the manufacturer.   ZENITH FIREARM WARRANTY At Zenith, we believe in the quality of our guns, and we want you to as well. Age and wear cannot be covered under warranty, as the mechanical parts and materials that make up firearms eventually wear out.  However, defective parts, materials, and workmanship are not acceptable, and we will stand behind our products. We warrant our firearms to be free from defects in performance and workmanship for five years from the date of purchase.  If you have a problem that is directly attributable to the quality of our product, it’s on us to make it right, shipping and handling included. However, if you abuse, improperly maintain, or alter the internal workings of your Zenith Firearm in any way, we will not warranty damage that occurs.  Likewise, if you use improper or incompatible ammunition or parts, will not warranty damage that occurs.  This includes altering a serial number. If you have a problem with your gun, ship it to us for inspection: ZENITH FIREARMS, ATTN: WARRANTY 10517 Critzer Shop Road, Afton, VA 22920 We recommend that you send your firearm through a licensed FFL dealer, or by insured shipping via FedEx or UPS (but not through the U.S. Mail). Return without Repair: If we receive your firearm and determine that its damage is not warrantable, we will contact you with an explanation and an estimation of your cost to have us repair or refurbish it. If you would rather we simply return your firearm to you, we will cover the cost of shipping to do so. Free Repair and Return: If your firearm is defective and we determine the defect is warrantable, Zenith will try to repair it.  If we repair your firearm, after doing so we will ship it directly back to you, provided you originally shipped it to us from your address. If your firearm cannot be repaired, we will consider replacing it. If we end up replacing your firearm, we will ship it back to you via a licensed FFL dealer, and there may be additional charges that you’ll have to cover, such as transfer fees and background check fees. In either case, though, we will pay for shipping. Limitations on Warranty:  OUR ONLY RESPONSIBILITY IN THE CASE OF BREACH OF WARRANTY IS REPAIR.  ZENITH SHALL NOT BE LIABLE FOR ANY OTHER DAMAGES, INCLUDING DIRECT, INDIRECT, OR CONSEQUENTIAL DAMAGES. Please Note: This warranty gives you specific legal rights, and you may also have other rights, which vary from state to state, as some jurisdictions do not allow limitations on certain damages and warranties. 010417
Zenith Firearms MAP Policy
Statement of Policy: Zenith has made this MAP to protect the brand investment of all companies (including Zenith, all distributors, and all retailers, collectively hereinafter, “SELLER”) selling Zenith firearms to consumers. All SELLERS of Zenith firearms have an interest in maintaining a good brand reputation for Zenith firearms by promoting their quality and value through consistent advertising.
Zenith commits and requires the following:
  1. Current MAP Prices: Zenith will maintain a list of all firearms and their MAP prices. SELLERS must keep an updated list of MAP prices.
  1. No Advertising below MAP Price: Any SELLER must not advertise a price less than the MAP price for a Zenith firearm. Such advertising covers all:
    • (a) print media (flyers, posters, coupons, mailers, inserts, newspapers, magazines, catalogs, billboards, paid advertising, mail order catalogs);
    • (b) electronic media (Internet, Apps, texts, websites, forums, email newsletters, email solicitations, television, radio, and electronic signage);
    • (c) website features (“Click for price,” automated “bounce-back” pricing e-mails, pre-formatted e-mail responses, forms, automatic price display for any items prior to being placed in a customer’s shopping cart, and other similar features); and
    • (d) on-line auctions (“buy it now,” “reserve” or “opening bids” cannot advertise a price that is less than MAP price).
  1. No Circumventing MAP Through Product Bundling: Where Zenith Product(s) is/are bundled with or sold as part of a package that includes other products (whether or not manufactured by Zenith), SELLERS must not sell or advertise the bundle (or package) at a price that: (a) is lower than the total MAP price of the Zenith product or (b) violates the letter or spirit of the MAP Policy. It shall be a violation of this MAP Policy if Product(s) is/are advertised as a bundle or a package that includes products not pre-approved by Zenith. Pre-approved products have been tested and approved by Zenith engineers to ensure the product is up to Zenith standards. Ask your Zenith sales representative for a list of approved products.
  1. No Circumventing MAP Through Group Sales: SELLERS must not circumvent the intent of this MAP Policy by advertising group purchases, group discounts, and the like.
  1. No Circumventing Through Additional Discounts: SELLERS must not advertise any additional discount, coupon, gift card, or incentive (whether in the form of a special event, promotion, term of doing business or otherwise) that translates into an immediate price reduction or a reduction on future purchases (regardless of whether the future purchase is a Zenith product), where the cumulative effect would be to advertise a reduce price of any MAP Product below MAP.
The following are not a MAP violation:
  1. General Price Advertising: Any advertising in general whereby a company states that it has “the lowest prices,” offers to match or beat its competitors’ prices, or uses similar phrases; provided, however, that the company does not include any advertised price below MAP and otherwise complies with this MAP Policy.
  1. Zenith-Authorized Price Reduction: Zenith may modify or suspend the MAP retail price with respect to the specific products for a specified period of time by providing advance notice of such change to SELLERS that ZENITH has on file.
  1. Manufacture Rebate: ZENITH may offer a direct manufacturer’s rebate to customers. In such events, it shall not be a violation of this MAP Policy to advertise the availability of the manufacturer’s rebate, provided that (a) the advertisement includes a MAP-compliant price, the rebate amount, and the net price after manufacturer’s rebate in the same type size and style; (b) an asterisk is placed next to the net price after manufacturer’s rebate; and (c) the “*After manufacturer’s rebate” appears in the same area of the advertisement as the advertised product
  1. Customer-Initiated Price Request: It is not a violation of MAP to advertise that a customer may “call for price” or “email for price”, or to use similar language, specifically with respect to Zenith Products, so long as no price is listed. Also, the MAP policy does not apply to online sales once the customer is on the “check-out page” of SELLER.
Unilateral and enforceable MAP policy: Zenith does not need or accept the ascent or agreement from any distributor or retailer of Zenith firearms, either now or in the future to establish and enforce this MAP policy. This is a unilateral policy, not subject to negotiation, and Zenith will use all legal means necessary to enforce it. Zenith requires all SELLERS to avoid obstructing, delaying or otherwise failing to cooperate with any investigation of MAP violations. Furthermore, it is in the sole discretion of Zenith to determine whether a violation of this MAP policy has occurred, as well as determining appropriate sanctions.
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