Terms & Conditions Agreement AUTHORIZED WHOLESALER TERMS & CONDITIONS Wholesaler/Applicant hereby makes application to PLUTUS to be appointed as an Authorized Wholesaler of the Company to solicit sales for products and services on behalf of the Company and is subject to, and hereby agrees to be bound by, each and all of the following conditions: RELATIONSHIPS – Wholesaler is an independent contractor engaged in purchasing PLUTUS products for resale to its customers. Wholesaler is not an agent or legal representative of PLUTUS for any purpose, and has no authority to act for, bind or commit PLUTUS. Wholesaler has no authority to make any commitment on behalf of PLUTUS with respect to quantities, delivery, pricing, suitability of specific products or suitability in specific applications. Wholesaler has no authority to modify the warranty offered with PLUTUS products. Wholesaler will indemnify PLUTUS from liability for any modified warranty or other commitment by Wholesaler not specifically authorized by PLUTUS. Wholesaler will not represent itself in any way that implies Wholesaler is an agent or branch of PLUTUS. Wholesaler will immediately change or discontinue any representation or business practice found to be misleading or deceptive by PLUTUS immediately upon notice from PLUTUS. The Wholesaler shall comply with the rules and regulations of the Company pertaining to Wholesalers and the laws of the various States in which operations may occur. The Wholesaler shall not initiate legal proceedings on behalf of the Company, shall not obligate the Company for any debt nor incur any expense in its behalf in any manner whatsoever, and shall not extend any credit on behalf of the Company. The Wholesaler shall promptly and professionally conduct business with its clients and remit to the Company any and all monies due the Company by the Wholesaler on behalf of the Company in a timely manner. TERM, LIMITATIONS & TERMINATION – The term of this Agreement is twelve (12) months from the date of acceptance by Wholesaler and PLUTUS. This Agreement shall automatically renew on each subsequent year for a one-year term, unless it is terminated earlier in accordance with this Agreement. PLUTUS or Wholesaler may terminate this Agreement without cause at any time upon thirty (30) days written notice or with cause at any time upon fifteen (15) days written notice, except that neither the expiration nor earlier termination of this Agreement shall release either party from any obligation which has accrued as of the date of termination. The Company may, without liability to the Wholesaler whatsoever, and upon its own initiative, cancel the Wholesaler’s appointment at any time for violations of criminal misconduct. PLUTUS may, from time to time, give Wholesaler written notice of amendments to this Agreement. Any such amendment will automatically become a part of this Agreement thirty (30) days from the date of the notice, unless otherwise specified in the notice. Upon expiration, non-renewal or termination of this Agreement, all interests in accrued marketing funds (if any) will automatically lapse. The Wholesaler shall not attempt systematically to replace customers of the Company with other products or services, nor shall the Wholesaler attempt systematically to replace customers of another authorized Wholesaler and/or their authorized Wholesalers. The Wholesaler shall not knowingly misrepresent the products or services of the Company in any way or form. Should the Wholesaler do so, the Wholesaler will forfeit its appointment with the Company, any and all operations on behalf of the Company shall immediately cease, and any agreements on behalf of the Company shall be immediately terminated and/or revoked. This agreement in no manner or form, implied or not implied, constitutes any exclusive agency rights, privileges and/or assignments between the Company, nor does it constitute any exclusive agency rights, privileges and/or assignments between the Wholesaler and the Company. If the Wholesaler shall resign or terminate its agreement with the Company, the Wholesaler shall not be appointed as Wholesaler of another entity for the Company for a period of two (2) years without the written authorization of the Company. The Wholesaler shall not become appointed with another chemical, marketing, environmental, or any other type of entity offering the same or similar products and services as the Company without prior written approval of the Company. The Wholesaler shall not induce any associate of the Company or Wholesaler of the Company to leave the service of the Company to become an Agent, Sub-Agent, Employee or Wholesaler of another Company. This agreement shall be automatically terminated by the Wholesaler upon thirty (30) days written notice to the Company, terminated immediately by the Company upon dissolution of the Wholesaler entity or death or total disability of the individual person appointed as Wholesaler, or terminated immediately by the Company upon written notice for failure of the Wholesaler to comply with the terms of this agreement. WHOLESALER PROGRAMS – PLUTUS will invite Wholesaler from time to time to participate in the co-operative advertising, market development and promotional programs offered by PLUTUS as defined in the Program Materials. Wholesaler may, at its option, participate in such programs during the term of this Agreement. PLUTUS reserves the right to terminate or modify such programs at any time at its sole discretion. Wholesaler shall exert best efforts to market PLUTUS products, and shall use all promotional materials supplied by PLUTUS. It is Wholesaler’s responsibility to help its customers determine which product(s) would best serve their needs. Wholesaler shall have sufficient technical knowledge of the PLUTUS products in general, and will have access to appropriate PLUTUS sales and technical training. PLUTUS does not represent that it will continue to manufacture any particular product indefinitely or even for any specific period. PLUTUS specifically reserves the right to modify any of the specifications or characteristics of its products, to remove any product from the market, and/or to cease manufacturing or supporting it. Wholesaler is expected and encouraged to advertise and promote the sales of PLUTUS products through all appropriate media including trade show exhibits, catalogs and direct mailings, space advertising, educational meetings, sales aids, etc. PLUTUS must approve in writing and after review all such materials that use PLUTUS’ name or trademarks. PLUTUS will assist Wholesaler in advertising and promoting PLUTUS products in accordance with PLUTUS’ policy. The Wholesaler shall not alter, modify, waive or change any of the terms or conditions of any advertisements, receipts, policies, contracts, technical documentation or sales literature of the Company in any respect. All advertisements, circulars, and other matter intended for use or publication by the Wholesaler must be submitted to the Company for written approval before being used. The Company shall act as the final approval authority in the appointment, release, or settlement of dispute between Distributor(s), Wholesaler(s) and Client(s). The Company shall act as the final approval authority in the appointment, release, or settlement of dispute between Wholesaler(s) and Wholesaler(s). The Wholesaler shall authorize the Company to use information obtained from its members and organization related to the sale of Company products and services in the Company’s marketing and promotional operations. LIMITATION OF LIABILITY – UNDER NO CIRCUMSTANCES, INCLUDING ANY INFRINGEMENT CLAIMS, SHALL PLUTUS BE LIABLE TO WHOLESALER OR ANY OTHER PARTY FOR ANY RE-PROCUREMENT COSTS, LOST REVENUE OR PROFITS OR FOR ANY OTHER SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, EVEN IF PLUTUS HAS BEEN INFORMED OF SUCH POTENTIAL LOSS OR DAMAGE. USE OF PLUTUS TRADEMARKS, SERVICEMARKS, COPYRIGHTS – Wholesaler acknowledges the following: PLUTUS owns all right, title and interest in the PRODUCTS and PLUTUS names and logotypes. PLUTUS is the owner of certain other copyrights, trademarks, service marks and trade names used in connection with certain product lines. Wholesaler will acquire no interest in any such trademarks or trade names by virtue of this Agreement, its activities under it, or any relationship with PLUTUS. During the term of this Agreement, Wholesaler may indicate to the trade and to the public that it is an Authorized Wholesaler of the PLUTUS products. With PLUTUS’ prior written approval, Wholesaler may also use the PLUTUS trademarks and trade names to promote and solicit sales or licensing of PLUTUS products if done so in strict accordance with PLUTUS’ guidelines. Wholesaler will not adopt or use such trademarks or trade names, or any confusingly word or symbol, as part of its PLUTUS name or allow such marks or names to be used by others. At the expiration or termination of this Agreement, Wholesaler shall immediately discontinue any use of the PRODUCTS and PLUTUS names or trademarks or any other combination of words, designs, trademarks or trade names that would indicate that it is or was a Wholesaler of the PLUTUS products. PRODUCT WARRANTY – The warranty terms and conditions will be as specified on the company website at www.plutusonline.com. THE PLUTUS WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES WHETHER EXPRESS, IMPLIED OR STATUTORY INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. PROPRIETARY INFORMATION – This Agreement does not grant any license under any patents or other intellectual property rights owned or controlled by or licensed to PLUTUS. Wholesaler shall not have any right to manufacture, relabel or rebottle PLUTUS products. The Company shall control manufacturing, marketing, research and development, and any other associated operational factors, concerning those in-house products which it develops, maintains, modifies, promotes, advertises, markets, sells and discontinues. PLUTUS and Wholesaler shall each exercise due diligence to maintain in confidence and not disclose to any third party any proprietary information furnished by the other to it on a confidential basis and identified as such when furnished. Except in accordance with this Agreement, neither party shall use such information without permission of the party that furnished it. As used in this paragraph, “due diligence” means the same precaution and standard of care which that party uses to safeguard its own proprietary data, but in no event less than reasonable care. The provisions of this Section shall survive for five (5) years beyond the expiration, non-renewal or termination of this Agreement. EXPORT CONTROLS – Regardless of any disclosure made by Wholesaler to PLUTUS or Wholesaler of an ultimate destination of PLUTUS products, Wholesaler shall not export, either directly or indirectly, any documentation, PLUTUS products, or system incorporating such PLUTUS products without first obtaining a license as required by the United States Government and receiving written authorization by PLUTUS to do so. COMPLIANCE WITH LAWS – Wholesaler agrees to comply with all laws and regulations that are applicable to the business that Wholesaler transacts. Wholesaler agrees to indemnify and hold PLUTUS harmless for all liability or damages caused by Wholesaler’s failure to comply with the terms of this provision. The Wholesaler shall not commit fraud in connection with the business of the Company. The Wholesaler shall comply with the rules and regulations of the US Environmental Protection Agency and Occupational Hazards and Safety Administration pertaining to any actions performed in the workplace by the Wholesaler or any actions which fall under the regulatory authority or jurisdiction of enforcement of these Federal Agencies. GOVERNMENT CONTRACT CONDITIONS – In the event that Wholesaler elects to sell PLUTUS products or services to the U.S. Government, Wholesaler does so solely at its own option and risk, and agrees not to obligate PLUTUS as a subcontractor or otherwise to the U.S. Government. Wholesaler remains solely and exclusively responsible for compliance with all statutes and regulations governing sales to the U.S. Government. PLUTUS makes no representations, certifications or warranties whatsoever with respect to the ability of its goods, services or prices to satisfy any such statutes and regulations. MISCELLANEOUS – A photographic copy of this authorization shall be as valid as the original. Notices under this Agreement must be sent by telegram, telecopy or registered or certified mail to the appropriate party at its address stated on the first page of this Agreement (or to a new address if the other has been properly notified of the change). A notice will not be effective until the addressee actually receives it. This Agreement and its Attachments represent the entire agreement between the parties regarding this subject. This Agreement supersedes all previous oral or written communications between the parties regarding the subject, and it may not be modified or waived except in writing and signed by an officer or other authorized representative of each party. Neither party will be liable to the other for any delay or failure to perform if that delay or failure results from a cause beyond its reasonable control. If any provision is held invalid, all other provisions shall remain valid, unless such invalidity would frustrate the purpose of this Agreement. Tennessee law governs this Agreement without consideration to that body of law referred to as “conflicts of laws.” PLUTUS and Wholesaler will attempt to settle any claim or controversy arising out of it through consultation and negotiation in good faith and a spirit of mutual cooperation. Any dispute which cannot be resolved through negotiation or mediation may be submitted to the courts of appropriate jurisdiction. I have read and understand these Terms & Conditions Your Name: Email Address: COPYRIGHT©1999-2007. All Rights Reserved. PLUTUS Environmental Technologies, Inc.
Terms & Conditions Agreement
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