Distributor Agreement

qlc_distributor_agreement.doc
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The above Distributor Agreement must be downloaded completed in full and is subject to review before any new distributor is activated. Print, sign & email or mail to 1518 Jackson Street Fort Myers, FL 33901

DISTRIBUTORSHIP AGREEMENT
This Distributorship Agreement is made and entered into by and between Of The Sun operating under the laws of the State of Florida, U.S.A., having its principal place of business at 19 North Del Prado Blvd., Cape Coral, Florida, (hereinafter referred to as “Company”) and ______________ ___________________________ whose address and principal place of business is at ___________________________________________(hereinafter referred to as “Distributor”).
This agreement sets forth the terms between you, the authorized Of The Sun Distributor and Of The Sun doing business as Quantum Light Clearing Services. The terms (you) and (your) refer to you, the Distributor, and the terms (we) (our) and (Quantum Light Clearing) refer to Of The Sun. Please read these terms carefully.
Appointment of Distributor. Subject to the terms and conditions set forth in this Agreement and the payment of a nun-refundable $,1000.00 (USD) distributorship fee by Distributor, Company hereby appoints Distributor as a not-exclusive distributor in ____________________________ (the “Territory”) to distribute and sell merchandise purchased from the Company in the Territory only. Distributor is not an agent of Company and shall not at any time represent itself as such, nor shall Distributor incur, assume or create any debt, obligation, contract or release of any kind in the name of or on behalf of Company.
Terms and Termination. The initial term of this Agreement shall commence on the date set forth below and shall continue for a period of twelve (12) months thereafter (the “Initial Term”). Upon the expiration of the Initial Term, this Agreement shall continue on a month to month basis. Either party may terminate this Agreement at any time for any reason upon thirty (30) days written notice to the other. Company reserves the right to terminate this Agreement at any time: (i) upon three (3) days advance written notice in the event that any payment owing to Company for merchandise or services supplied to Distributor is not received within fifteen (15) days after the date on which such payment is due; and (ii) immediately upon written notice of termination by Company in the event that Distributor is in breach of any provision hereof and fails to cure such breach following written notice of breach by Company and a reasonable period to cure such breach, which need not exceed thirty (30) days from the date of notice. IN THE EVENT OF TERMINATION OF THIS AGREEMENT AS SET FORTH HEREIN, NEITHER PARTY SHALL BE ENTITLED TO DAMAGES FOR SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OR DAMAGES FOR LOSS OF PROFITS.
Orders and Prices. All orders for merchandise placed by Distributor shall be subject to acceptance or non-acceptance by Company at its corporate headquarters, now located at 19 North Del Prado, Cape Coral, Florida. Company shall cause all items ordered by Distributor to be delivered to Distributor’s designated receiving terminal in the United States. Title to all such merchandise and supplies and risk of loss shall pass to Distributor at the time of delivery to such receiving terminal. Distributor shall pay Company all costs and charges related to the delivery of merchandise and supplies to Distributor’s receiving terminal.

Payment. Distributor agrees to pay all amounts shown as currently due on Company’s billing statements for purchase of merchandise with such promptness as shall enable Company to receive payment not later than the 10th day following the date of the statement (it being understood that all invoices for merchandise purchased on extended payment terms become currently due when other items billed are not paid when due), and pay Company’s then current service charge, presently equal to .77%, per bi-weekly billing statement on any past due balance. All amounts becoming payable by Distributor pursuant to Company’s billing statements shall be stated and payable in United States currency. Orders may be paid using Visa, MasterCard, Discover, American Express, check by mail, pay-pal or wire transfer. Orders placed and paid using check by mail or wire transfer will not be shipped until payment is received. Order numbers must be referenced with payments via check and wire transfer.
Minimum Purchase Requirement. The minimum order requirement is $250.00 USD. Orders less than $250.00 USD will not be accepted. The minimum order amount is subject to change.
Online Sales. Selling of products by authorized Distributor online is strictly prohibited unless pre- approved by Company. Acceptance of these terms and conditions does not qualify as approval to sell Company’s products online. It only approves the Distributor to sell the product in person or in a physical location such as a storefront.
Distributor accounts that are approved for online sales must agree to the following guidelines:

Product may only be sold on the website that is owned and operated by the Distributor.  
Product may not be sold on any other online sites such as, EBay, Amazon, or other shopping sites  
Product and your website may not be advertised online with the use of online marketing campaigns such as Google AdWords, Google Shopping, or Facebook Advertising.

Shipping. There is no fee for shipping wholesale orders. All orders delivered in the continental United States will be shipped via FedEx Ground or USPS. We will ship not ship to P.O. Boxes. Canadian wholesale orders will be shipped using UPS Worldwide Standard and will be required to pay Canadian customs clearance charges at the time of delivery. Wholesale orders may take as long as 3 days to ship once paid depending on the date the payment was received, time of year (such as during the holiday season), and the number of pending orders being fulfilled in our warehouse. All orders are fulfilled in chronological order according to when they are paid.

Returns. Company will only accept returns from Distributor if the product is defective. It is the responsibility of the Distributor to acquire the product from their customer and determine the validity of their customer’s claim prior to contacting Company for a return request. As an authorized Distributor, you are responsible for implementing your own return policy for your customers. Company will not drop ship replacement products to your customers. The return policy of Company to its retail consumer is 30 days from the date of purchase and 60 days against manufacturer defects. It is advised to implement a similar return policy to your consumer. In the event that a product is returned to you and deemed as defective you must contact Company and request a return authorization.
Damage Claims. If product is received and it is damaged, you must make your claim to Company within 7 days of receiving the damaged goods. Claims can be emailed to ahadofthesun@gmail.com and must be accompanied by photos of the damaged cartons.
Activity. Distributor accounts that have not placed orders in a 12month period will be terminated. These terms and conditions are subject to change.
Warranties and Limitation of Liability. Company warrants that it has good and marketable title to the merchandise sold to Distributor hereunder. NO OTHER EXPRESS OR IMPLIED WARRANTY IS MADE WITH RESPECT TO MERCHANDISE SOLD HEREUNDER, SUCH BEING SUBJECT TO WARRANTIES MADE BY THEIR RESPECTIVE MANUFACTURERS. COMPANY’S LIABILITY TO DISTRIBUTOR RESULTING FROM THE SALE OF MERCHANDISE SHALL NOT EXCEED THE PRICE PAID BY DISTRIBUTOR FOR SUCH MERCHANDISE. Distributor agrees not to return any merchandise to Company except in compliance with Company’s standard return policy for defective merchandise.
Confidentiality. Distributor agrees that all microfiche film, videotapes, computer and CD disks, bulletins, catalogs, price lists, order forms and other documents and information furnished by Company with respect to the merchandise, programs and services which are available from Company are Company’s confidential, proprietary business information, which Distributor shall safeguard in the same manner as it safeguards its own confidential business information and Distributor agrees not to divulge or display any of the Confidential Information other than in connection with Distributor’s transactions with Company. Upon termination of this Agreement, Distributor agrees to immediately return to Company all of the Confidential Information and any equipment related thereto which has been provided by Company. The confidentiality obligations herein shall survive the termination of this Agreement.
Force Majeure. Except with respect to Distributor’s payment obligations hereunder, delays or failure of either party in the performance of its obligations hereunder shall be excused if and to the extent caused by circumstances beyond the reasonable control of the party affected.

Compliance with Laws and Indemnification. Distributor agrees to comply with any and all laws, regulations and governmental orders of the Territory which may be applicable to the sale and distribution of the merchandise purchased by Distributor from Company. Distributor agrees to indemnify Company and hold it harmless from and against any and all claims, suits, proceedings, judgments, orders, fines or penalties arising in connection with the purchase and sale or distribution of Company’s products in the Territory, except for such claims arising out of Company’s sole negligent or intentional wrongful acts or omissions.
Modifications and Amendments. Except as set forth above, this Agreement may not be modified or amended, nor may any obligations hereunder be waived, except by written instrument signed by both parties.
Assignment. This Agreement and the rights, duties and obligations hereunder may not be assigned or delegated by either party without the prior written consent of the other party.
Governing Law. This Agreement shall be interpreted and construed in accordance with the substantive laws of the State of Florida, U.S.A.
Non-Waiver. The failure of either party to enforce its rights under any provision hereof shall not be deemed a waiver of such rights for purposes of future enforcement.
Severability. Any provision hereof which is contrary to applicable law shall, to the extent of such contravention, be severed from this Agreement and shall not impair the validity of any other term, condition or provision hereof.
IN WITNESS WHEREOF, this document has been executed on this _______ day of _________,
20___.

Signature: _________________________________
Print Name: _________________________________