Dealer Agreement

This Agreement is effective as of the day/time that dealer registers online at https://cisnetworks.com/login with Custom Integrations Solutions, hereinafter “Company” or “CIS”.

The parties agree as follows:

1. Introduction and Purpose

“Company” manufactures and/or sells high quality electronic systems and equipment and desires to appoint “Dealer” to promote and sell the Company “Products”. This Agreement establishes the terms and conditions which will govern the appointment of the Dealer by Company and to supersede and terminate all previous agreements, if any exist, between the Company relating to the distribution and sale of the Company’s products.

2. Definitions:

As used herein, the following terms have indicated meanings: “Dealer” shall mean Dealer and all its sales personnel, if any. “Product” or “Products” shall mean any product manufactured, distributed, produced or otherwise marketed by Company. “Product Territory” shall mean the geographical area in which Dealer is entitled to market and sell product, as evidenced by these in current schedule, particularly described in 3 (b) below. “Purchase Order” shall mean a written order for the purchase of a product or products from Company and shall be Company’s form of purchase order or such other form as such reasonably satisfactory to Company. “Customer” shall mean any persons or entity located in the product territory who shall have placed or may reasonably be expected to place a purchase order or the purchase of any product. “Net Billings” shall mean the amounts due and owing pursuant to invoices arising out of purchase orders, plus the following:  (1) Replacement of damaged, lost or stolen product; (2) Service charge for labor, parts or repair; (3) Parts sales, (4) Freight, handling, and shipping charges; (5) Excise taxes, sales taxes, use and other personal property taxes; (6) Restocking fees charged for returned goods; and (7) Finance charges on overdue invoices.

3. Appointment and Authority:

Company hereby appoints Dealer, and Dealer hereby accepts such appointment as an independent Dealer representative for certain of Company’s products upon the terms and conditions hereinafter set forth.
Unless the prior written consent of Company is obtained, Dealer shall not accept or submit Purchase Orders (a) for a product from any person or entity with a place of business outside the Product Territory for such product; or (b) from any person or entity with a place of business within the applicable Product Territory, whom Dealer knows intends to ship to an ultimate user with a place of business outside said Product Territory, including, without limitation, a transaction or transactions in which Dealer desires to enter into a sharing of revenue with one or more Dealers.

4. Operation

a. Sales: Dealer’s sales of Products shall be at the price set forth on the current Dealer price sheet.

b. Acceptance of Sales: Company shall have the absolute right, in its sole discretion, to refuse to accept any Purchase Order submitted by Dealer.

c. Payment: Dealer shall make payment to Company pursuant to the payment terms in effect at the time an order is accepted by the Company and Dealer shall pay when all invoices are due.

d. Remedies Upon Default: A credit account, if one exists, that is not paid by Dealer in accordance with the terms of payment shall be considered delinquent and shall bear interest at the rate of eighteen (18) percent per annum. If Dealer becomes delinquent in the payment of any account, or if, at the sole discretion of Company, Dealers credit becomes impaired or if Dealer is in breach of any terms of this agreement, Company shall have the following rights and remedies to and including any remedies provided by law: At the discretion of Company shipping shall cease; the delinquent account(s) may be subject to litigation; Company may refuse to extend further credit and require payment in advance; Company may declare all outstanding amounts due and payable, notwithstanding any credit terms previously in effect; Company may require the return of any portion of its products in the possession of Dealer; Should Company initiate legal action to collect sums owed by Dealer, Dealer shall pay any and all costs associated with the collection of the outstanding amounts due.

e. Price, Terms and Sales Policy: Prices, discounts, terms, and sales policy and respect to the sale of Products 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. Changes in price for products shall become effective on the stated effective date of the change. All sales by Dealer shall comply with prices in effect at the time of placement of such Purchase Order.

f. Internet Sales Prohibited: Dealer shall make no sales of products by, though, or over the Internet, including (but is not limited to) “shopping cart” style web pages and Internet auction sites. Nothing herein shall prohibit Dealer from maintaining a web site or using Company logos or images of Company products, provided Dealer shall post no pricing of Company products.

5. Duties of Dealer:

a. Best Efforts: Dealer shall use its best efforts to promote demand for and the sale of each product designated on the then-current Schedule within the products’ respective product Territory, and shall maintain adequate facilities and personnel for such purpose.

b. Financial Condition: Dealer represents and warrants that it is in good financial condition and is able to pay all its bills and accounts when due. If terms are requested, Company has Dealer’s authorization to check credit reporting agencies, Dealer’s banks, and suppliers, and to change or limit the amount or duration of credit extended to Dealer by Company.

c. Exclusive Dealings: Dealer shall not, directly or indirectly, act as company, independent agent, sales representative, employee, or other sales personnel of any person or entity engaged in the distribution, marketing or sale of any products which, in the sole discretion of Company, compete with or are of a like nature to any one or more products designated on the then-current Product schedule unless noted in Appendix A. Appendix A can be amended by mutual written consent at any time.

d. Customer Relations: Dealer hereby acknowledges that prompt, courteous and professional service to all Customers and the fostering and maintenance of good relations with Customers is of paramount importance to Company and this Agreement, and Dealer hereby agrees to use its best efforts to so serve Customers and promote such relations with Customers.

e. Dealer Expertise: Dealer shall take necessary steps to ensure that they are fully familiar with products, current pricing, and applicable Company policies and procedures.

f. Customer Training: If applicable to the particular product sold, upon initial installation and from time to time as thereafter requested by Customers or Company, Dealer shall provide Customers within its Product Territory with training in the proper use of products.

g. Sales Meetings and Conventions: Dealer is encouraged to attend such sales meetings for, among other things, the training and education of Dealer’s sales personnel, as reasonably requested by the Company.

h. Other Sales: Dealer shall promptly report to Company any inquiry or order for Products received from any person or entity with a place of business outside Dealer’s Product Territory or Territories.

i. Sales Performance: Dealer and Company will coordinate and establish sales goals. Dealer is expected to make its best efforts to achieve the goals in order to have continual access to products from Company.

6. Duties of Company:

a. Materials: Company shall supply Dealer with Company’s current literature, price lists and applicable policies and procedures. Company shall also provide Dealer with such information and training aids, as Company deems reasonably necessary to enable Dealer to carry out its responsibilities under this Agreement. All the foregoing material shall be supplied at Company’s expense, and shall remain the property of Company. Upon termination of this Agreement, said material shall be returned to Company at Dealer’s expense promptly, but not more than 30 days from the effective day of termination.

b. Sales and Technical Assistance: Company, at its expense, shall provide periodic sales and technical assistance to Dealer and its sales personnel to assist them in effective marketing of Products, education of Customers and relations with Customers, and may accompany Dealer or its personnel from time to time on calls to Customers. All other expenses of sales and promotion shall be borne by Dealer unless said expense shall have been approved in advance in writing by Company.

c. Demonstration Models: Demonstration models are outlined in company programs and subject to change.

d. Warranty and Other Representations: Company shall be entitled to give to Customers such warranty or warranties as Company deems appropriate. Dealer shall have no right to make any representations or warranties, or otherwise cause the Customer, or any of them, to believe that any warrant, except as is provided in writing by Company, is applicable to any Product. Dealer hereby agrees to indemnify and hold Company harmless from any expenses which Company may incur arising out of, or resulting from, any warranty or representation by Dealer other than a warrant in conformity with Company’s then-current express warranty. Unless the prior written consent of Company is first obtained, Dealer shall not, in connection with the sale of Products, use any advertising, promotional material or other literature other than that provided by Company, nor shall Dealer make any representations or warranties other than those contained in such materials and literature as Company may provide.

7. Relationship of Parties:

a.  Independent Contractor: 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. Dealer understands and agrees that it shall not be entitled to any of the rights and privileges established for Company’s employees (if any), including, but not limited to, the following: benefits, all insurance coverage, paid vacation and sick pay or overtime pay. Dealer agrees to hold Company harmless against and indemnify Company for any such payment or liabilities for which Company may become liable with respect to such matters. 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 errors and/or omissions of Dealer or Dealer’s employees or agents.

b. Authority: Dealer shall not (1) pledge the credit of Company without the prior written approval of Company, which approval Company may in its discretion withhold, (2) collect any money owed to Company, (3) execute or vary the terms of any agreement on behalf of, or (4) represent that Dealer has the authority to do any of the foregoing.

c. Indemnification: 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 the failure of Dealer to fully and completely conform and comply with each and all of the covenants, agreements, terms and conditions to be performed and complied with by Dealer under this Agreement.

8. Term and Termination:

a. Term: The term of this Agreement shall be an initial period of one year commencing on the date first written below, and shall be automatically renewed for successive terms of one year each, unless either party notifies the other in writing of its intention not to renew not less than 30 days prior to the expiration of the initial date of any renewal term.

b. Termination for Cause: Either party shall have the right to terminate this Agreement 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 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 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 its sole discretion; (5) Dealer’s cessation of its business as a going concern; (6) Dealer becoming subject to the insolvency, receivership or bankruptcy laws of any jurisdiction; or (7) in the event there occurs any willful misconduct, wrongful act, neglect or bad faith on the part of Dealer or any of its officers, agents or employees.

c. Termination Without Cause: Either party shall have the right to terminate this Agreement upon thirty days’ prior written notice; provided, that if Company shall desire to market and sell Products directly to Customers within Dealer’s Product Territory, then Company shall be required to provide not less than thirty days’ prior written notice of termination before the effective date of such termination.

9. Proprietary Interests of Company:

a. Trademarks and Trade Names: Nothing contained herein shall be construed to authorize Dealer to use any trademark or trade name of Company as a style of name, or as part of the style or name, of any firm, partnership, or corporation other than Company; to apply the same to any goods other than the Products; or at any time after the expiration or sooner termination of this Agreement, to apply the same to goods or to any other use 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.

b. Proprietary Interest: Dealer recognizes the proprietary interest of Company in technical data, marketing and confidential business information provided by Company to, or otherwise discovered by, Dealer from time to time. Dealer acknowledges and agrees that such information constitutes trade secrets of Company. Dealer acknowledges and agrees 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 termination of this Agreement to promptly return all copies of such information to Company, at Dealer’s expense.

c. Confidentiality: Dealer acknowledges and agrees that Company is entitled to prevent its competitors from obtaining and utilizing its trade secrets. Dealer agrees to hold Company’s trade secrets 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 shall not, either during the term of this Agreement, or at any other time after the expiration or sooner termination of this Agreement, or during any extension hereof, disclose to anyone, other than persons engaged by it for the purpose of performing hereunder, any confidential or proprietary information or trade secrets of Company obtained by Dealer. 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:

a. No Waiver: Failure by either party hereto to enforce at any time any term or condition under this Agreement shall not be a waiver of that party’s right thereafter to enforce each and every term and condition of this Agreement.

b. Assignment: The rights conferred upon Dealer hereunder are personal and may not be transferred or assigned without the prior written consent of Supplier, and any assignment in violation of this section shall be void.

c. Notice: Any communication under this Agreement shall be given by prepaid, certified mail, return receipt requested, or personally delivered at the addresses first set forth on the signature page hereof, or such addresses as either party shall furnish to the other in writing. If the communication is mailed, delivery shall be deemed complete ten days after the communication is placed in the United States mail; otherwise delivery shall be deemed complete on the date actually delivered. If communication is by email, email to send to is: info@cisnetworks.com

If to Dealer:

The information and address was used to register as a Dealer.

d. Modification: No modification in the terms of this Agreement shall be binding on either party unless in writing and executed by the duly authorized representatives of each party.

e. Entire Agreement: 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, whether explicit or implicit, which have been entered into prior to the execution hereof.

f. Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the Province of British Columbia, Canada.

g. Attorney Fees. If any legal action or other proceeding is brought for the enforcement of this agreement, or because of an alleged dispute, breach, default, or misrepresentation in connection with any of the provisions of this agreement, the prevailing party or parties shall be entitled to recover reasonable attorney fees and other costs incurred in that action or proceeding, in addition to any other relief to which he or it or they may be entitled.

h. Disputes and Arbitration: The parties agree that any disputes or questions arising hereunder, including the construction or application of this Agreement, shall be settled by arbitration in accordance with the rules of the Canadian Arbitration Association then in force, and that the arbitration hearings shall be held in the city in which the principal office of the Company is located, or closest Canadian Arbitration Association office. If the parties cannot agree upon an arbitrator within ten (10) days after demand by either of them, either or both parties may request the Canadian Arbitration Association to name a panel of five (5) arbitrators. The Company shall strike the names of two (2) on this list, the Representative shall then strike two (2) names, and the remaining name shall be the arbitrator. The decision of the arbitrator shall be final and binding upon the parties both as to law and to fact, and shall not be appealable to any court in any jurisdiction. The parties shall share the expenses of the arbitrator equally, unless the arbitrator determines that the expenses shall be otherwise assessed.

i. Severability: If and in the event any portion of this Agreement is determined to be void or voidable under any applicable local or state law, such void or voidable provision shall not effect the balance of this Agreement which shall remain fully enforceable as if said void or voidable provision had been severed from the Agreement by mutual consent of the parties.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized representatives as of the date first above written.

Appendix A

Pricing:
See separate Dealer Pricing document for current pricing and subject to change

Programs & Policies:
See separate Program & Policies document for current pricing and subject to change