2009 California Civil Code - Section 1738.10-1738.17 :: Title 1a. Independent Wholesale Sales Representatives ..

SECTION 1738.10-1738.17

1738.10.  The Legislature finds and declares that independent
wholesale sales representatives are a key ingredient to the
California economy. The Legislature further finds and declares the
wholesale sales representatives spend many hours developing their
territory in order to properly market their products, and therefore
should be provided unique protection from unjust termination of the
territorial market areas. Therefore, it is the intent of the
Legislature, in enacting this act to provide security and clarify the
contractual relations between manufacturers and their nonemployee
sales representatives.

1738.11.  This chapter shall be known and cited as the Independent
Wholesale Sales Representatives Contractual Relations Act of 1990.

1738.12.  For purposes of this chapter the following terms have the
following meaning:
   (a) "Manufacturer" means any organization engaged in the business
of producing, assembling, mining, weaving, importing or by any other
method of fabrication, a product tangible or intangible, intended for
resale to, or use by the consumers of this state.
   (b) "Jobber" means any business organization engaged in the
business of purchasing products intended for resale and invoicing to
purchasers for resale to, or use by, the consumers of this state.
   (c) "Distributor" means any business organization engaged in
offering for sale products which are shipped from its inventory, or
from goods in transit to its inventory, to purchasers and intended
for resale to, or use by the consumers of this state.
   (d) "Chargeback" means any deduction taken against the commissions
earned by the sales representative which are not required by state
or federal law.
   (e) "Wholesale sales representative" means any person who
contracts with a manufacturer, jobber, or distributor for the purpose
of soliciting wholesale orders, is compensated, in whole or part, by
commission, but shall not include one who places orders or purchases
exclusively for his own account for resale and shall not include one
who sells or takes orders for the direct sale of products to the
ultimate consumer.

1738.13.  (a) Whenever a manufacturer, jobber, or distributor is
engaged in business within this state and uses the services of a
wholesale sales representative, who is not an employee of the
manufacturer, jobber, or distributor, to solicit wholesale orders at
least partially within this state, and the contemplated method of
payment involves commissions, the manufacturer, jobber, or
distributor shall enter into a written contract with the sales
   (b) The written contract shall include all of the following:
   (1) The rate and method by which the commission is computed.
   (2) The time when commissions will be paid.
   (3) The territory assigned to the sales representative.
   (4) All exceptions to the assigned territory and customers
   (5) What chargebacks will be made against the commissions, if any.
   (c) The sales representative and the manufacturer, jobber, or
distributor shall each be provided with a signed copy of the written
contract and the sales representative shall sign a receipt
acknowledging receipt of the signed contract.
   (d) The sales representative shall be provided with the following
written information and documentation with payment of the commission:
   (1) An accounting of the orders for which payment is made,
including the customer's name and invoice number.
   (2) The rate of commission on each order.
   (3) Information relating to any chargebacks included in the
   (e) No contract shall contain any provision which waives any
rights established pursuant to this chapter. Any such waiver is
deemed contrary to public policy and void.

1738.14.  A manufacturer, jobber, or distributor who is not a
resident of this state, and who enters into a contract regulated by
this chapter is deemed to be doing business in this state for
purposes of personal jurisdiction.

1738.15.  A manufacturer, jobber, or distributor who willfully fails
to enter into a written contract as required by this chapter or
willfully fails to pay commissions as provided in the written
contract shall be liable to the sales representative in a civil
action for treble the damages proved at trial.

1738.16.  In a civil action brought by the sales representative
pursuant to this chapter, the prevailing party shall be entitled to
reasonable attorney's fees and costs in addition to any other

1738.17.  This chapter shall not apply to any person licensed
pursuant to Division 9 (commencing with Section 23000) of the
Business and Professions Code.

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