Terms and Conditions

  1. Background.    Company manufactures and/or sells audio equipment.  Dealer is engaged in the business of, among other things, marketing, promoting, and/or selling audio equipment.  Company desires to engage Dealer to market, promote, and sell audio equipment on behalf of Company, and Dealer desires to market, promote, and sell audio equipment on behalf of Company.  Therefore, the parties agree as follows.
  2. Definitions.    All words and phrases that are capitalized in this Agreement will have the meanings given them in this Section 1 or elsewhere in this Agreement.
    1. Product. The term Product refers to any product manufactured, distributed, produced, sold, or otherwise marketed by Company.
    2. Purchase Order. The term Purchase Order refers to an order for the purchase of Product from Company and shall be Company’s order form or such other form as Company, in its sole discretion, deems satisfactory.  
  3. Appointment of Dealer and Related Sales.
    1. Company hereby appoints Dealer as a dealer for Company and authorizes Dealer to promote, market, advertise, and otherwise sell Product, and Dealer hereby accepts the same, subject to all of the terms and conditions of this Agreement.
    2. Dealer shall use its best efforts to promote demand for and the sale of Product, and Dealer shall maintain adequate facilities and personnel for such purpose.
    3. All sales of Product by the Dealer shall comply with the prices in effect at the time a Purchase Order is placed.  Company retains the exclusive right, in its sole discretion, to modify the price for Product.  Modifications to the price shall be effective on the stated effected date of the change.  
    4. Company has the absolute right, in its sole discretion, to refuse to accept for any reason any Purchase Order submitted by Dealer.
    5. Dealer shall keep confidential and not disclose the price it pays to purchase Product from Company.  
  4. Payment.
    1. Unless Dealer receives prior written consent from Company, Payment by Dealer to Company for the purchase of Product shall be made at the time and on the date a Purchase Order is submitted and shall be paid to VSSL, LLC.  All payments shall be made by credit card unless determined otherwise by Company.  Dealer agrees to pay all fees and penalties associated with a declined credit card. Credit card payments are subject to approval of the financial institution issuing the credit card and Company is not liable if the institution refuses to accept or honor the credit card for any reason.
    2. Payments not made on the date a Purchase Order is submitted are delinquent and past due and shall accrue interest at the rate of eighteen percent (18%) per annum.  Dealer shall be responsible for all fees and expenses incurred by Company for the collection of outstanding amounts, including without limitation, attorney’s fees, collection agency fees, and court costs.  Orders will not be shipped to Dealer unless and until Dealer makes full and valid payment to Company.
  5. Sales and Shipping Policies.
    1. Prices, discounts, terms, and  sales policy with respect to the sale of Product shall be under the exclusive control of Company, and may be modified at any time and from time to time in Company’s sole discretion.  No discounts will be given to customers unless expressly authorized by Company.
    2. Dealer shall not sell Product on the internet or identify the Price of Product on the internet without the prior written consent of Company.  However, Dealer may state on the internet that Dealer offers Company Product for sale.  
    3. Company shall enforce a MAP (Minimum Advertised Price) policy which Dealer must adhere to as set forth by Company.  The MAP policy strictly prohibits dealer from advertising any price other than approved MAP pricing.  Company reserves the right to immediately discontinue selling to any reseller who is not in accordance with the MAP policy.
    4. Company shall be entitled to give customers such warranty or warranties as Company deems appropriate.  Dealer shall have no right to make any representations or warranties, or otherwise cause customers to believe that any warranty, except as is provided in writing by Company, is applicable to any Product.  Dealer hereby agrees to indemnify and hold Company harmless from and against all liability, injuries, claims, fees, costs, and/or expenses which Company may incur arising out of, or resulting from, any warranty or representation by Dealer that is not in conformity with Company’s then-current express warranties.  
    5. Product is covered by a one-year limited warranty beginning on the date of purchase.  Dealer must provide proof of the date Product was purchased to be eligible for the warranty.  The warranty covers defects in materials and workmanship, subject to certain exceptions.  By way of example only, the warranty does not cover the following: problems resulting from external causes such as accident, abuse, misuse, or acts of God; problems resulting from using Product not in accordance with its intended use; Products which have had their housings opened or otherwise tampered with; problems caused by using third party accessories, parts, or components.   
    6. Unless Company provides prior written consent otherwise, Dealer shall pay all shipping costs and fees for the shipment of Product from Company to Dealer.  Company shall, in its sole discretion, determine the method or mode of transporting Product to Dealer.  Company is not responsible or liable for damaged, stolen, or lost Product after the Product leaves Company’s facilities.  Company reserves the exclusive right to change or modify these shipping policies at any time.
  6. Return Policy.
    1. If  Dealer  needs to return product because it is no longer needed, Dealer must contact  Company for an RA (Return Authorization) number.  Dealer is responsible for shipping the product back to Company.  The RA number must be written clearly on the outside of the shipping box.  There will be a 15%  restocking fee for any item returned under these conditions.  If the product Dealer no longer needs was purchased more than 90 days prior to return.  No cash  refunds will be given, but a credit will be applied to Dealer’s account.  All products must be unused and in re-sellable condition.  This included the product and also the retail box.  Dealer must not put the RA number on the retail box.  If the actual product or retail box is damaged or used and cannot be sold as “new” product, Company will determine the value and refund for the appropriate amount.
      1. Net 30 Customers:  If the product being returned to Company is not received into the Company warehouse within 30 day, the Dealers account will be billed for the price of the item.
      2. Credit Card Customers:  If the product being  returned is not received to the Company’s warehouse within 15 days, Dealers credit card will be billed for the price of the item.
      3. COD Customers:  Replacement items are shipped to Dealer under regular COD terms.  Upon receipt into Company’s warehouse of the product being  returned, Dealer will  receive a credit on your account for the price of the item.  Dealer must notify Company as to whether  Dealer would like Company to issue Dealer a check or apply the credit to Dealer’s next invoice.
  7. Independent Relationship.
    1. The parties expressly intend and agree that Dealer is acting as an independent contractor and not as an employee of Company.  Dealer retains sole and absolute discretion, control and judgment in the manner and means of carrying out Dealer’s selling and marketing activities, except as set forth herein.  This Agreement shall not be construed as a partnership agreement, and Company shall have no responsibility for any of Dealer’s debts, liabilities or other obligations, or for the intentional, reckless or negligent acts or omissions of Dealer or Dealer’s employees or agents.
    2. Without the prior written approval of Company, Dealer shall not (a) pledge the credit of Company; (b) collect any money owed to Company (c) execute or vary the terms of any agreement on behalf of Company, or (d) represent that Dealer has the authority to do any of the foregoing.
    3. Dealer shall indemnify and hold Company harmless from and against any and all liabilities, losses, damages, injuries, costs, expenses, causes of action, claims, demand, assessments, and similar matters, including, without limitation, reasonable attorney’s fees resulting from or arising out of Dealer’s activities, operations, nonperformance, breach, or misconduct in any way relating to this Agreement.
  8. Term and Termination.
    1. The initial term of this Agreement shall be for a period of one (1) year from the Effective Date (the “Initial Term”).  Following the expiration of the Initial Term, this Agreement shall automatically renew from year to year thereafter unless either party gives written notice to the other of its intent to terminate this Agreement not less than thirty (30) days prior to the end of the Initial Term or any renewal term.
    2. Either party shall have the right to terminate this Agreement for cause upon the occurrence of any of the following, and the expiration of any applicable period of cure:
      1. the failure to make any payment due and owing hereunder within thirty (30) days after written notice of such default;
      2. the failure of a party to comply with any other term or condition of this Agreement, and the expiration of thirty (30) days after written notice thereof, specifying the nature of such default, without cure;
      3. the attempt by Dealer to assign this Agreement, or any rights or obligations hereunder, without prior written consent of Company;
      4. the occurrence of a change in the control of management of Dealer, which is unacceptable to Company in Company’s sole discretion;
      5. Dealer or Company ceases to do business as a going concern or becomes subject to the insolvency, receivership or bankruptcy laws of any jurisdiction; or
      6. there occurs any willful misconduct, wrongful act, neglect or bad faith on the part of Dealer or any of its officers, agents, or employees.
    3. Either party shall have the right to terminate this Agreement without cause upon thirty (30) days’ prior written notice of such termination.
  9. Confidentiality and Proprietary Interests.
    1. Nothing contained herein shall be construed to authorize Dealer:
      1. to use any trademark or trade name of Company as a style of name, or as part of the style or name, of any entity other than Company;
      2. to apply the same to any goods other than the Products; or
      3. at any time after the expiration or termination of this Agreement, to use the same for any purpose whatsoever.  Dealer shall not use any name, mark, or style to identify Products other than trademarks or trade names used by Company, without prior written consent of Company.
    2. Dealer recognizes the proprietary interest of Company in technical data, customer information, pricing information, Product information, marketing, and other confidential business information provided by Company to, or otherwise discovered by, Dealer. Dealer acknowledges and agrees that such information constitutes trade secrets of Company and that any and all such information shall be and is the property of Company.  Dealer hereby waives any and all right, title or interest in and to such information and agrees, upon expiration or termination of this Agreement to promptly return all copies of such information to Company, at Dealer’s expense.
    3. During the term of this Agreement, or at any other time after the expiration or termination of this Agreement, or during any extension hereof, Dealer agrees to hold Company’s trade secrets and other confidential information in strictest confidence and not to disclose them or allow them to be disclosed, directly or indirectly, to any other person or entity, other than to persons engaged by Dealer for the purpose of performance hereunder, without Company’s prior written consent.  Dealer also agrees to place upon any persons to whom said information is disclosed for the purpose of performance hereunder, a legal obligation to treat such information as strictly confidential.
  10. General Provisions.
    1. This Agreement and the documents referenced herein constitute the entire agreement between the parties in connection with the subject matter hereof and shall supersede all prior agreements, whether oral or written, between the parties.
    2. Failure by either party hereto to enforce any term or condition under this Agreement at any time shall not be a waiver of that party’s right thereafter to enforce this Agreement.
    3. The rights conferred upon Dealer hereunder are personal and may not be transferred or assigned without the prior written consent of Company.  Any attempted assignment in violation of this section shall be void.
    4. In the event any portion of this Agreement is determined to be unenforceable, the remaining provisions shall remain in full force and effect.
    5. Any communication  under this Agreement shall be given by certified mail, facsimile, or personally delivered at the addresses set forth above or such addresses as either party shall furnish to the other in writing.  If the communication is mailed, delivery is deemed complete five business days after the communication is placed in the mail; notice delivered personally or by facsimile is deemed complete on the date of delivery or transmission
    6. No modification in the terms of this Agreement shall be binding on either party unless in writing and executed by the authorized representatives of each party.
    7. The headings used in this Agreement are inserted solely for convenience of reference and are not a part of and are not intended to govern, limit, or aid in the construction of any term or provision hereof.
    8. This Agreement shall be governed by and construed in accordance with the laws of the State of Utah without regard to its conflicts of law provisions, and the parties consent to the personal jurisdiction and venue of the state and federal courts located in Utah in regard to matters relating to this Agreement.