CRISLU CORPERATION AUTHORIZED RETAILER AGREEMENT

The following terms and conditions of this Crislu Corporation Authorized Retailer Agreement (“Agreement”) are hereby accepted and agreed to by all purchasers, customers and retailers (collectively referred to herein as “Retailer” or “Retailers”) of Crislu Corporation, a California corporation (“Crislu Corporation”). All products sold by Crislu Corporation are hereinafter referred to as “Product” or “Products.”

TERMS AND CONDITIONS

For good and valuable consideration as set forth herein, the following terms and conditions are hereby accepted and agreed to by and between Retailer and Crislu Corporation.

Retailer

Orders: Retailer orders are not binding on Crislu Corporation until accepted by Crislu Corporation at its principal office in Los Angeles County, California. Crislu Corporation will advise, by mail or email, of any out-of-stock Product within 72 hours of Product order placement by Retailer. All initial Product orders from a Retailer are subject to a minimum purchase order amount of $1,000. Orders received by 3:00 p.m. Pacific Standard Time will ship within 72 business hours of receipt. Backorders will be filled in chronological order and will be subject to separate shipping fees.

Crislu Corporation MAP Policy: Retailer shall set its own resale prices for the Products; however, Retailer shall strictly adhere to the minimum advertised price policy of Crislu Corporation (“MAP Policy”) as such may be in effect from time to time during the Term of this Agreement. A copy of Crislu Corporation’s MAP Policy as of the date hereof is attached hereto as Exhibit A and incorporated herein by this reference.

Exhibit A : RESELLER SHALL NOT PROMOTE, MARKET, ADVERTISE, OFFER TO SELL OR SELL ANY PRODUCT ON OR THROUGH ANY ONLINE MARKETPLACE OR AUCTION SERVICE (E.G., EBAY, AMAZON MARKETPLACE OR LIKE WEBSITES), EXCEPT AS MAY BE EXPRESSLY CONSENTED TO BY CRISLU IN WRITING AND IN ADVANCE, AND IT BEING UNDERSTOOD THAT CRISLU  MAY WITHDRAW ITS CONSENT AT ANY TIME.

MAP Policy

CRISLU is focused on maintaining high margins for our Authorized Reseller Program.  In recognition of the investment in time and resources required for our high-quality Authorized Reseller Program to provide the level of customer service and product knowledge expected from our customers, CRISLU is committed to enforcing policies which allow our resellers to maintain high profit margins through the sale of our products. CRISLU has an established Minimum Advertised Price (MAP) Policy that an Authorized Reseller must follow for the advertising and marketing of CRISLU products. All CRISLU Authorized Resellers must agree to the terms and conditions of the following MAP Policy.

CRISLU MAP Policy Guidelines for CRISLU Products

MAP pricing for all CRISLU products can be found on your current price list. All advertised prices must be at or above MAP for all CRISLU products if a MAP price has been established by CRISLU. Resellers are not required to list prices in advertising. If a price is listed in an advertisement it must be at or above MAP. Other statements such as “call for price” or “call for quote” are acceptable and permitted.

Resellers are also responsible for ensuring their CRISLU Mount pricing is at or above MAP on internet search engines. Resellers are free to set the actual resale price of any product as long as it is at or above MAP price given the most recent publication of the price list. CRISLU’s MAP policy for all CRISLU products apply to advertising placements, including but not limited to: print ads (inserts, magazines, newspapers, catalogs, mail order catalogs, etc.), broadcast (radio and TV), direct mail, faxes, internet placement with third parties (banner ads, broadcast emails, destination pages, third-party sites), internet placements on resellers own website, and any flyers, posters or coupons.

From time to time, CRISLU may permit resellers to advertise MAP Products at prices lower than the MAP price. In such events, CRISLU reserves the right to modify or suspend the MAP price with respect to the affected products for a specified period of time by providing advance notice to all resellers of such changes.

Pricing Statements

CRISLU’s MAP Policy does allow resellers to omit pricing entirely from advertisements and/or advertisement statements such as “Call for Price” or “Call for Quote.”

Free Offers Associated with CRISLU Product

Free shipping and/or handling, 0% sales tax, or free financing promotions do not violate the MAP.

All CRISLU Products Price Matching Policies

Price matching policies are acceptable.  Price matching cannot be used as a valid reason for violations of CRISLU’s MAP Policy. Advertised price must always be at MAP or higher.

Failure to Comply with the MAP Policy
At the sole discretion of CRISLU, failure to comply with MAP, intentional and/or repeated failure to abide, may result in the immediate loss of Authorized Reseller status and your ability to purchase all CRISLU products both direct as well as through distribution. 

CRISLU will utilize the following steps to resolve MAP violations:

  1. Any and all dealers selling CRISLU products which have not signed an CRISLU MAP Policy agreement are classified as Unauthorized Resellers.
  2. Distributors of CRISLU are required to provide a signed MAP agreement from any dealer selling CRISLU products. Unauthorized dealers should not be sold to or provided a feed from any distributor whatsoever.
  3. Violations from Authorized Resellers will need to be corrected within 24 hours of notification.
    1. First Violation: Authorized Reseller’s account will be put on hold temporarily and a written warning will be provided.  MAP violations must be corrected within 24 hours. Upon correction and following 30 days of compliance, violation will then be cleared.
    2. Second Violation: Authorized Reseller’s account will be put on hold for 30 days.
    3. Third Violation: Authorized Reseller’s account will be put on hold for 180 days. After this duration, CRISLU will review and determine if account is to be reinstated.  
    4. Fourth Violation: Should CRISLU decide to reinstate an Authorized Reseller who has previously demonstrated a third violation, yet violates a fourth time, the account will be unauthorized indefinitely.  

***CRISLU will issue a new price list upon the first day of each quarter, based on a calendar year.  Pricing must be updated immediately upon receipt.***  

Sales Channels; Brick and Mortar Only: Retailer may sell Products only to end-user consumers, and only at Retailer’s brick and mortar locations noted on the Crislu Corporation Company Information Form (the “Company Information Form”) included in the Retailer’s initial application package, or such other brick and mortar locations as may be approved in writing from time to time by Crislu Corporation. Without limiting the foregoing general restrictions, Retailer shall not (a) advertise, sell or offer to sell any Products via the internet or other means of electronic commerce, or (b) sell Products to any individual or entity that the Retailer believes has the intention of reselling or trans-shipping the Products, either domestically or internationally. If Retailer desires to sell Products via the Internet or any other sales channel not specifically authorized herein, Retailer must complete the enclosed Online Retailer Agreement and Online Selling Registration Form. Retailer acknowledges and agrees that Crislu Corporation may deny any such online selling application in Crislu Corporation’s sole and absolute discretion in accordance with the terms of the Online Retailer Agreement and this Agreement.

Intellectual Property Rights; Limited Trademark Authorization: Retailer acknowledges and agrees that Crislu Corporation is the exclusive owner of all rights in and to all trademarks, marks, trade names, copyrights, patents (pending or approved), designs, logos, work in progress, and other intellectual property rights of any type or nature associated with or included with the Products, including without limitation, any documentation concerning the use, development, manufacture, sale, marketing or operation of the Products (the “Intellectual Property”). Retailer shall not modify, disassemble, decompile, adapt, alter, translate, or create derivative works from any materials associated or included with, or embedded into, any Product. Subject to the foregoing, Crislu Corporation grants to Retailer, subject to prior review by and written approval of Crislu Corporation, a limited non-exclusive right to use the trademark of Crislu Corporation solely in connection with the advertising, marketing and sale of Products by Retailer. Any such use shall strictly conform to Crislu Corporation’s brand image guidelines as in effect from time to time (the “Brand Guidelines”). Retailer will not do anything to compromise Crislu Corporation ‘s rights in and to its trademark, nor shall it adapt, use, file or attempt to file anywhere in the world any trademarks, trade names, patents, logos or other Intellectual Property which are identical or confusingly similar to Crislu Corporation’s Intellectual Property. Upon termination of this Agreement, all rights granted herein shall be immediately revoked without the need for any further writing, and Retailer shall immediately discontinue use of the Crislu Corporation trademark, including, but not limited to, any use which may have previously been authorized by Crislu Corporation. The Retailer shall not use any other logo, trademark, tradename or service mark in combination with the Crislu Corporation trademark or other Crislu Corporation Intellectual Property. The Retailer has no right to sublicense, transfer or assign the use of the Crislu Corporation trademark for any purpose other than the limited purposes described herein. Retailer shall not register or use the Crislu Corporation trademark as part of an Internet domain name. All use of the Crislu Corporation trademark by Retailer shall inure to the sole benefit of Crislu Corporation. The Intellectual Property belongs solely to Crislu Corporation and is not to be used by the Retailer for any purposes whatsoever other than those expressly provided in this Agreement. Crislu Corporation may revoke the ability of a Retailer to use its trademark at any time for any reason whatsoever in Crislu Corporation’s sole and absolute discretion.

Prices: All prices for Products charged to Retailers are subject to change by Crislu Corporation without notice. All orders, whether sold in store or online, are subject to the Crislu Corporation MAP Policy. Credit: Upon receipt of a signed Retailer Application and a minimum order of $1,000 of a Product order, Crislu Corporation may establish a credit limit with a Retailer. In establishing credit limits, Crislu Corporation may require additional security in the form of personal guarantees or bank letters of credit. All credit limits exceeding $50,000.00 may require additional security. Credit approvals with a signed Retailer Application may take up to 14 business days to process.

Payment Terms: Payment terms to Retailers with an established credit limit are as follows: Standard net 30 days from date of invoice. A finance charge of 1.5% per month may be assessed on delinquent invoices but not at any time to exceed the highest legal rate of interest legally allowed. Terms and finance commitments granted to Retailer are contingent upon Retailer maintaining current payments on its account.

Change in Ownership: Retailer must notify Crislu Corporation in writing, by first class US mail and by certified mail, of any of the following: 1) a change of 10% or more in the legal or beneficial ownership of the Retailer, 2) any change in the legal name or “doing business as” name of the Retailer, or 3) any change in the business structure or form under which credit has been established.

Freight: Orders are shipped FOB Los Angeles County, California. Crislu Corporation will ship using the common carrier and method of its reasonable best judgment unless instructions are provided on the order from Retailer specifying otherwise and unless Crislu Corporation consents to such instructions in writing. Crislu Corporation will prepay freight charges and bill Retailers with open credit status. COD payments will include freight charges. Crislu Corporation assumes no responsibility for common carrier time in transit delays.

Freight Claims: Risk of loss for the Products passes to the Retailer upon loading of the Product order on the common carrier in Ferndale, Washington. All Products are packed carefully for shipment; therefore, Crislu Corporation is not responsible for Products damaged in transit once the common carrier has accepted the Product. Should Retailer discover damage or loss in shipment, Retailer shall be responsible for contacting the common carrier immediately and filing a claim. Crislu Corporation will assist Retailer in every possible way to settle any claim for damage or loss in shipment; however, Crislu Corporation is not responsible for the collection of claims or replacement of such Product. Risk of loss during shipment belongs to the Retailer and it is recommended that the Retailer obtain insurance to cover its risk during Product shipment.

Errors and Shortages: All claims for shortages or errors in shipment by Crislu Corporation must be made in writing (by certified mail, overnight mail, or email (with confirmation of receipt)) within five (5) days of receipt of shipment by a Retailer.

Product Returns: No returns will be allowed unless authorized in advance in writing by Crislu Corporation and accompanied by a material return authorization number issued by Crislu Corporation. All refused shipments without a material return authorization number and/or prior approval are subject to a 15% restocking fee plus all incurred freight costs. A material return authorization number will be issued for defective materials, warranty credit, shipping errors or repairs. Returns will not be accepted for any other reason. Crislu Corporation does not reimburse or give credit for return freight incurred by

Retailer. All returns from Retailer will be subject to a restocking fee equal to 15% of the cost invoiced by Crislu Corporation for the returned Product.

Taxes: Taxes applicable to Product sold shall be added to the purchase price and paid by Retailer unless Retailer provides Crislu Corporation with a valid tax exemption certificate acceptable to the governing taxing authorities evidencing that the Retailer is not obligated to pay such taxes.

Liability: Crislu Corporation shall not be liable for any loss or damage resulting from inability to timely deliver Product to Retailer due to fire, labor disputes, accidents, acts of civil or military authority or from any other cause beyond Crislu Corporation’s sole and reasonable control.

Attorney’s Fees; Forum: If Retailer’s account with Crislu Corporation is placed in the hands of an attorney or other third party for collection, whether or not a suit is filed, Retailer shall reimburse Crislu Corporation for its reasonable attorneys’ fees as well as other costs of collection and any resulting litigation expenses. In the event of collection of past due monies, jurisdiction and venue for such legal action shall be exclusively in Los Angeles County, California.

Security Interest: Retailer hereby authorizes Crislu Corporation to execute and file on account of the Retailer any UCC financing and continuation statements as Crislu Corporation deems necessary to perfect its and/or its Assignee’s security interest in any purchases made to the Retailer’s account. The collateral to be listed on the UCC filing shall be the Products. Retailer shall pay any file or recording fees or taxes in connection therewith.

Governing Law: Retailer’s account with Crislu Corporation, and all transactions and any disputes between Retailer and Crislu Corporation arising out of this Agreement or their business relationship generally, shall be governed by and/or construed under the laws of the State of California. Venue shall at all times lie in Los Angeles County.

 

Crislu Corporation’s Guarantee: Crislu Corporation guarantees to end consumers that its Products will provide satisfactory improvement in comfort and performance. The Retailer acknowledges and agrees that if an end consumer is not completely satisfied with the Crislu Corporation Product the end consumer may return the Product to the Retailer. Regardless of the sales channel by which the sale was made, Products may be returned to the Retailer’s retail premises or by post in the manner indicated on the Retailer’s website. Crislu Corporation will issue the Retailer a credit for the return of the Products. This guarantee is not valid for Products that have been customized or modified improperly by the Retailer or that have been damaged while being so customized or modified, Products damaged by misuse, abuse or improper trimming or cleaning methods.

Modification: Additions or modification to the terms of Crislu Corporation’s Retailer Agreement will be sent to the Retailers via email or first-class US mail to the billing address of the Retailer on file with Crislu Corporation. Crislu Corporation retains the right to unilaterally modify this Retailer Agreement from time to time.

Personal Certification of Customer’s Representative: The individual accepting this Agreement on behalf of Retailer certifies in his or her individual capacity that: (a) he or she is authorized to do so on behalf of Retailer; and (b) that to his or her knowledge after reasonable investigation, the contents of and the financial and other data submitted as part of this Agreement and the related documents, accurately represent Retailer’s business, prospects and financial condition as of the date reflected in that information; and (c) there has been no material change in Retailer’s business, prospects or financial condition between the dates reflected in that information and the date shown.

Effectiveness of Agreement: This Agreement shall be effective upon Retailer placing their first Product order with Crislu Corporation.

NOTICE: The Federal Equal Credit Opportunity Act prohibits creditors from discriminating against credit applicants on the basis of race, color, religion, national origin, sex, marital status, age (provided the applicant has the capacity to enter into a binding contract), because all or part of the applicant’s income derives from any public assistance program, or because the applicant has in good faith exercised any right under the Consumer Credit Protection Act. The federal agency that administers compliance with this law concerning this credit is the Federal Trade Commission, Equal Credit Opportunity, Washington, D.C. 20580.

 

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